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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )
Filed by the Registrant  ☒
Filed by a Party other than the Registrant  ☐
Check the appropriate box:  ☐

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
Cowen Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
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Filing Party:
(4)
Date Filed:

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April 30, 2019
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2021 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT


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May 21, 2021
Dear Fellow Stockholder:
You are cordially invited to attend the 20192021 Annual Meeting of Stockholders of Cowen Inc. to be held on June 25, 2019,24, 2021, at 10:00 a.m., Eastern Daylight Time, at 599 Lexington Avenue, 20th Floor, New York, New York 10022. Time. The Annual Meeting will be conducted online only, via live webcast.
The information regarding matters to be voted upon at the Annual Meeting is set out in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.
It is important that your shares be represented at the Annual Meeting, regardless of the number of shares you hold or whether you plan to attend the meeting in person.virtual meeting. I urge you to read the accompanying proxy statement and vote your shares as soon as possible. The proxy card contains instructions on how to cast your vote.
Sincerely,2020 IN REVIEW
[MISSING IMAGE: sg_jeffreym-solomon.jpg]Much has been written about 2020 and its painful experiences. Perhaps the most enduring lesson of the year for Cowen as a whole is this: 2020 demonstrated that we thrive as an organization by helping others to fulfill their strategic goals and financial objectives. To put it simply: we only win when we help others win. We are mindful of the fact that our success is dependent on the success of all our stakeholders and we realize that when we do well at Cowen, it enables us to do more good for others. That is a big part of what motivates us every day.
Jeffrey M. SolomonDespite the myriad challenges in 2020, the Cowen team rose to the occasion, delivering our best operating and financial results on record. We generated revenues of more than $1.5 billion and the highest ever economic operating income of over $330 million. We handled record trading volumes, executed multiple complex transactions and advisory assignments and raised meaningful assets under management, all while more than 90% of our team was working remotely. Our growth was strong in all of our operating segments, with full-year revenues up 108% in investment banking and 41% in markets, while investment management fees rose 40% and incentive income climbed 87% versus full-year 2019. Even with the remote operating environment we remained highly engaged with our clients. Our total conference attendance actually rose 25% in 2020 despite the shift to virtual events.
Chief Executive OfficerTotal annual shareholder return was almost 67% in 2020, and 2021 is off to an even stronger start. Cowen’s Board implemented a quarterly cash dividend in February 2020 and has increased the size of the dividend twice since then. Long-term shareholders have also been rewarded for placing their trust in Cowen: Annualized three-year return through the end of 2020 was over 24%, while annualized 5-year total shareholder return was more than 11%.


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Notice
Now, as we look forward to the balance of 20192021, we are excited about what the future holds. We are committed to living our core values of Vision, Empathy, Sustainability and Tenacious Teamwork, which have served us well over the past year and act as our enduring guideposts as we help our clients to reach their goals.
We are grateful for the trust and confidence you place in us as shareholders, and we thank you for your continuing support.
Sincerely,
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JEFFREY M. SOLOMON
Chair and Chief Executive Officer
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OUR CORE VALUES
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2020 PERFORMANCE HIGHLIGHTS
In the face of adversity and disruption, the Cowen team delivered record operating and financial results in 2020. This performance is the direct result of years of careful strategic planning and targeted investments in our team and capabilities as well as fostering a culture of collaboration. Cowen’s culture is key to the outcomes we deliver to clients and driving long-term value for stakeholders.
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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our stockholders, members of our Board of Directors and management, our Board of Directors has determined that the 2021 Annual Meeting of Stockholderswill be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to participate in the 2021 Annual Meeting, please see “Questions and Answers About the Annual Meeting and Voting” in the attached proxy statement.
Date:
PURPOSE
June 25, 2019
Time:
10:00 a.m., Eastern Daylight Time
Place:
599 Lexington Avenue, New York, NY 10022
Purpose:
1.
To elect nineeight members to the Board of Directors of Cowen Inc., each for a one-year term.
2.
To conduct an advisory vote to approve the compensation of the named executive officers disclosed in the attached proxy statement (“say-on-pay” vote).
3.
To ratify the appointment of KPMG LLP as the independent registered public accounting firm for Cowen Inc. for the fiscal year ending December 31, 2019.2021.
4.
To approve an increase in the shares available for issuance under the 2020 Equity Incentive Plan.

To consider one stockholder proposal, if properly presented at the meeting (the “Stockholder Proposal”).

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
Record Date:   April 29, 2019 — 
DATEThursday, June 24, 2021
TIME10:00 AM ET
ACCESS
Our 2021 Annual Meeting of Stockholders can be accessed virtually at http://www.meetingcenter.io/206079842
RECORD DATEMay 14, 2021
You are eligible to vote if you were a stockholder of record on this date.
Inspection of List of Stockholders of Record: INSPECTION OF LIST OF STOCKHOLDERS OF RECORD
A list of the stockholders of record as of April 29, 2019May 14, 2021 will be available for inspectionvia a secure link that will be provided during ordinary business hours at our offices, 599 Lexington Avenue, New York, New York 10022, from April 30, 2019 to June 24, 2019,the 2021 Annual Meeting. The link will provide a protected PDF version of the list of stockholders of record as well as at the Annual Meeting.of May 14, 2021.
By Order of the Board of Directors
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OwenOWEN S. Littman
SecretaryLITTMAN
April 30, 2019Secretary
Important Notice Regarding the Availability of Proxy Materials for the 2019 Annual Meeting of Stockholders to Be Held on June 25, 2019. The Proxy Statement and Annual Report to stockholders are also available at May 21, 2021
Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to Be Held on June 24, 2021. The Proxy Statement and Annual Report to stockholders are also available at
www.cowen.com/annualreports.html


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YOUR VOTE IS IMPORTANT!
Whether or not you plan to attend the meeting, please submit your proxy card or voting instructions promptly so that we can be assured of having a quorum present at the meeting and so that your shares may be voted in accordance with your wishes. Most stockholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.


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Proxy Statement
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DIRECTOR NOMINEES2
KEY FACTS ABOUT OUR BOARD2
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EXECUTIVE OFFICERS OF THE COMPANY23
COMPENSATION DISCUSSION AND ANALYSIS24
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Annual Report to Stockholders and Form 10-K65
Householding65
Other Matters66
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PROXY STATEMENT
20192021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 25, 201924, 2021
The Board of Directors, or the Board, of Cowen Inc., Cowen or the Company, is soliciting proxies for use at the annual meeting of stockholders to be held on June 25, 2019,24, 2021, or the Annual Meeting,annual meeting, to be conducted online only, via live webcast. There will be no physical location for stockholders to attend in person. Stockholders may attend the annual meeting by logging in at 599 Lexington Avenue, 20thwww.meetingcenter.io/206079842 Floor, New York, New York, and at any adjournment or postponement of. The password for the meeting.annual meeting is COWN2021. This proxy statement and the enclosed proxy card are first being mailed or given to stockholders on or about May 3, 2019.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
What is the purpose of the meeting?
At our annual meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders. These include the election of directors, an advisory vote to approve the compensation of our named executive officers and the ratification of the selection of our independent registered public accounting firm for 2019. Also, management will report on matters of current interest to our stockholders and respond to questions from our stockholders.
Who is entitled to vote at the meeting?
The Board has set April 29, 2019 as the record date for the annual meeting. If you were a stockholder of record at the close of business on April 29, 2019, you are entitled to vote at the meeting. As of the record date 29,586,343 shares of Class A common stock, representing all of our voting stock, were issued and outstanding and, therefore, eligible to vote at the meeting.
What are my voting rights?
Holders of our Class A common stock are entitled to one vote per share. There are currently no shares of our non-voting Class B common stock outstanding. Therefore, a total of 29,586,343 votes are entitled to be cast at the meeting. There is no cumulative voting.
How many shares must be present to hold the meeting?
In accordance with our bylaws, shares equal to a majority of our capital stock issued and outstanding and entitled to vote 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 meeting; or

you have properly and timely submitted your proxy as described below under “How do I submit my proxy?”
What is a proxy?
A proxy 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 is also 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 vote.” Two of our officers, Jeffrey M. Solomon, our Chief Executive Officer, and Owen S. Littman, our General Counsel and Secretary, have been designated as proxies for our 2019 annual meeting of stockholders.
What is a proxy statement?
A proxy statement is a document that we are required to give you, in accordance with regulations promulgated by the Securities and Exchange Commission, or the SEC, when we ask you to designate proxies to vote your shares of Cowen Inc. Class A common stock at a meeting of our stockholders.

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The proxy statement includes information regarding the matters to be acted upon at the meeting and certain other information required by regulations promulgated by the SEC and rules of the NASDAQ Stock Market.
What is the difference between a stockholder of record and a “street name” holder?
If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank, trust or other custodian, then the broker, bank, trust or other custodian is considered to be the stockholder of record with respect to those shares, while you are considered to be the beneficial owner of those shares. In the latter case, your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust or other custodian how to vote their shares using the method described below under “How do I submit my proxy?”
How do I submit my proxy?
If you are a stockholder of record or if you hold restricted stock, you can submit a proxy to be voted at the meeting in any of the following ways:

electronically, using the Internet;

over the telephone by calling a toll-free number; or

by completing, signing and mailing the enclosed proxy card.
If you hold your shares in street name, you can vote your shares in the manner prescribed by your broker, bank, trust or other custodian. Your broker, bank, trust company or other custodian has enclosed or otherwise provided a voting instruction card for you to use in directing the broker, bank, trust company or other custodian how to vote your shares.
What does it mean if I receive more than one set of proxy materials?
If you receive more than one set of proxy materials or multiple control numbers for use in submitting your proxy, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or voting instruction card you receive or, if you submit your proxy by Internet or telephone, vote once for each card or control number you receive.
Can I vote my shares in person at the meeting?
If you are a stockholder of record, you may vote your shares in person at the meeting by completing a ballot at the meeting. Even if you currently plan to attend the meeting, we recommend that you also submit your proxy as described above so your vote will be counted if you later decide not to attend the 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 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 custodian giving you the right to vote the shares at the meeting.21, 2021.
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How does the Board recommend that I vote?
The Board recommends a vote:

FOR all of the nominees for director;

FOR the approval on an advisory basis of the compensation of our named executive officers as disclosed in this proxy statement; and

FOR the ratification of the selection of KPMG LLP as the independent registered public accounting firm of Cowen Inc. for the year ending December 31, 2019.
What if I do not specify how I want my shares voted?
If you are a stockholder of record or a holder of restricted stock and you 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 manner, we will vote your shares:

FOR all of the nominees for director;

FOR the approval on an advisory basis of the compensation of our named executive officers as disclosed in this proxy statement; and

FOR the ratification of the selection of KPMG LLP as the independent registered public accounting firm of Cowen for the year ending December 31, 2019.
Your vote is important. We urge you to vote, or to instruct your broker, bank, trust or other custodian how to vote, on all matters before the annual meeting. If you are a street name holder and fail to instruct the stockholder of record how you want to vote your shares on a particular matter, those shares are considered to be “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” shares held by them on behalf of their clients who are street name holders. These rules generally permit member brokers to exercise voting discretion with respect to uninstructed shares only on certain routine matters, including the ratification of the selection of a company’s independent registered public accounting firm, however, changes in regulation were made to take away the ability of your bank, broker or other record holder to vote your uninstructed shares in the election of directors on a discretionary basis. The rules do not permit member brokers to exercise voting discretion with respect to the election of directors or the advisory vote to approve the compensation of our named executive officers. Therefore, member brokers may not vote uninstructed shares on the election of directors or the advisory vote to approve the compensation of our named executive officers. An uninstructed share that is not voted by a broker, bank or other custodian is sometimes referred to as a “broker non-vote.” A broker non-vote will not have any effect on the approval or rejection of the proposal. For more information regarding the effect of broker non-votes on the outcome of the vote, see below under “How are votes counted?”
Can I change or revoke my vote after submitting my proxy?
Yes. If you are a record holder or a holder of restricted stock, 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 the deadline stated on the enclosed proxy card;

by submitting a later-dated proxy to the Secretary of the Company, which must be received by us before the time of the annual meeting;

by sending a written notice of revocation to the Secretary of the Company, which must be received by us before the time of the annual meeting; or

by voting in person at the meeting.
If you are a street name holder, please refer to the voting instructions provided to you by your broker, bank, trust or other custodian.
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What vote is required to approve each item of business included in the notice of meeting?
Proposal 1: Election of DirectorsThe nine nominees for director will be elected by an affirmative vote of a majority of the votes cast by holders of our Class A common stock present in person or by proxy and entitled to vote on the proposal at the Annual Meeting.
Proposal 2: Advisory Vote on Named Executive Officer CompensationIf the advisory vote on the compensation of our named executive officers included in this proxy statement receives more votes “for” than “against,” then it will be deemed to be approved.
Proposal 3: Ratification of the Selection of Our Independent Public AccountantTo be approved by our stockholders, this proposal requires the affirmative vote of a majority of the votes cast by holders of our Class A common stock present in person or by proxy and entitled to vote on the proposal at the Annual Meeting.
The advisory vote on the compensation of our named executive officers is not binding on the Company, the Board, or the Compensation Committee, but we intend to consider the results of the vote when establishing the compensation of our named executive officers in future years.
How are votes counted?
You may either vote “FOR” or “WITHHOLD” authority to vote for each director nominee. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the advisory vote on the compensation of our named executive officers and the ratification of the selection of KPMG LLP as our independent auditor for the year ending December 31, 2019. If you properly submit your proxy but withhold authority to vote for one or more director nominees or abstain from voting on the other proposals, your shares will be counted for purposes of determining both (i) the presence or absence of a quorum for the transaction of business and (ii) the total number of shares present in person or by proxy at the Annual Meeting with respect to a proposal, and, therefore, will have the effect of votes against the proposal. 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 either (i) the presence or absence of a quorum for the transaction of business and (ii) the total number of shares present in person or by proxy at the Annual Meeting with respect to a proposal unless you hold your shares in street name and the broker, bank, trust or other custodian has discretion to vote your shares and does so. For the avoidance of doubt, broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting but will have no effect on the outcome of the vote for any proposal. For more information regarding discretionary voting, see the information above under “What if I do not specify how I want my shares voted?”
What constitutes a quorum for the meeting?
Under Delaware law and the Company’s by-laws, the presence of a quorum is required to transact business at the Annual Meeting. A quorum is defined as any number of stockholders, together holding at least a majority of the capital stock of the Company issued and outstanding and entitled to vote, who shall be present in person or represented by proxy at the Annual Meeting.
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Will my vote be kept confidential?
Yes. We have procedures to ensure that, regardless of whether you vote by Internet, telephone, mail or in person:
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all proxies, ballots and voting tabulations that identify stockholders are kept permanently confidential, except as disclosure may be required by federal or state law or expressly permitted by a stockholder; and

voting tabulations are performed by an independent third party.
How can I attend the meeting?
All of our stockholders are invited to attend the Annual Meeting. You may be asked to present valid photo identification, such as a driver’s license or passport, before being admitted to the meeting. If you hold your shares in street name, you also may be asked to present proof of ownership to be admitted to the meeting. A brokerage statement or letter from your broker, bank, trust or other custodian proving ownership of the shares on April 29, 2019, the record date, are examples of proof of ownership.
To help us plan for the meeting, please let us know whether you expect to attend, by responding affirmatively when prompted during Internet or telephone voting or by marking the attendance box on the proxy card.
What happens of the Annual Meeting is postponed or adjourned?
Your proxy remains valid and may be voted at the postponed or adjourned meeting. You will be able to change or revoke your proxy until it is voted.
Who pays for the cost of proxy preparation and solicitation?
Cowen pays for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers, banks, trusts or other custodians for forwarding proxy materials to street name holders. We have retained Alliance Advisors to assist in the solicitation of proxies for the annual meeting for a fee of approximately $12,000, plus reimbursement of out-of-pocket expenses. We are soliciting proxies primarily by mail. In addition, our directors, officers and regular employees may solicit proxies by telephone or facsimile or personally. Our directors, officers and regular employees will receive no additional compensation for their services other than their regular compensation.
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ITEM 1 — 
PROPOSAL 1
ELECTION OF DIRECTORS

The Board recommends a vote “FOR” the election of the director nominees
Jeffrey M. Solomon, Brett H. Barth, Katherine E. Dietze, Gregg A. Gonsalves, Steven Kotler, Lawrence E. Leibowitz, Jerome S. Markowitz, Jack H. Nusbaum,Margaret L. Poster and Douglas A. Rediker and Jeffrey M. Solomon, have been nominated for re-election to the Board to serve until our 20202022 annual meeting of stockholders or until their successors are elected and qualified. Margaret L. Poster has been nominated for election to the Board to serve until our 2020 annual meeting of stockholders or until her successor is elected and qualified. Joseph R. Wright has decided to retire from the Board following the annual meeting of stockholders and will not stand for re-election at our 2019 annual meeting. Each of the nominees has agreed to serve as a director if elected. 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 our Board.
If all director nominees are elected at our Annual Meeting, the Board will consist of nineeight directors.
The Board recommends a vote “FOR” the electionKEY FACTS ABOUT OUR DIRECTOR NOMINEES
Cowen is committed to ensuring that is comprised of the director nominees. Proxies will be voted “FOR” the election of the nominees unless otherwise specified.individuals that bring diverse backgrounds, experiences and perspectives.
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Each nominee to our Board brings valuable capabilities to the Board. The Board believes that the nominees as a group have the experience and skills in areas such as business management, strategic development, corporate governance, leadership development, assetinvestment management, investment banking, finance and risk management and other relevant experience required to build a Board that is effective and responsive to the needs of the Company. In addition, the Board believes that each of our directorseight director nominees possesses sound judgment, integrity, high standards of ethics and a commitment to representing the long-term interests of our stockholders.
Set forth below is biographical information for each of the nominees for election as director.members of our Board of Directors. All ages are as of April 29, 2019,
Brett Barth.   Age 47. Mr. Barth was elected to our Board on June 26, 2018. Mr. Barth co-founded BBR Partners in 2000 and is a Managing Partner, co-managing the firm and overseeing BBR’s investment approach and implementation. He has extensive experience vetting investment opportunities across the asset class spectrum and through a range of market environments, working with both traditional and alternative investment managers. Mr. Barth is also a member of BBR’s Executive Committee and Investment Committee. Prior to founding BBR, Mr. Barth was in the Equities Division of Goldman Sachs. Previously, he served in Goldman’s Equity Capital Markets groups in New York and Hong Kong. He began his career in Goldman Sachs’ Corporate Finance Department. Mr. Barth is a trustee of the University of Pennsylvania as well as a member of the Board of Overseers of the Graduate School of Education. He previously served as both the Chair of the Penn Fund, the University of Pennsylvania’s undergraduate annual giving program, and as the Inaugural Chair of the Undergraduate Financial Aid Leadership Council. Mr. Barth is a member of the board and executive committee of the UJA-Federation of New York, he co-chairs the Annual Campaign and he serves on the endowment’s Investment Committee. Mr. Barth was awarded the Alan C. Greenberg Young Leadership Award by UJA-Federation of New York, Wall Street & Financial Services Division. Mr. Barth graduated summa cum laude with concentrations in Finance and Accounting from the Wharton School of the University of Pennsylvania. Mr. Barth provides the Board with extensive investment and wealth management expertise.
Katherine E. Dietze.   Age 61. Ms. Dietze was appointed to our Board in June 2011 upon the completion of Cowen’s acquisition of LaBranche & Co., Inc., or LaBranche. Ms. Dietze was a member of LaBranche’s board of directors since January 2007. Ms. Dietze spent over 20 years in the financial services industry prior to her retirement in 2005. From 2003 to 2005, Ms. Dietze was Global Chief Operating Officer for the Investment Banking Division of Credit Suisse First Boston. From 1996 to 2003, she was a Managing Director in Credit Suisse First Boston’s Telecommunications Group. Prior to that, Ms. Dietze was a Managing Director and Co-Head of the Telecommunications Group in Salomon Brothers Inc’s Investment Banking Division. Ms. Dietze began her career at Merrill Lynch Money Markets after which she moved to Salomon Brothers Inc. to work on money market products and later became a member of the Investment Banking Division. Ms. Dietze is a director, a member of the Governance Committee and Chair of the Finance Committee of Matthews International Corporation (MATW), a designer, manufacturer and marketer of memorialization products and brand solutions. Ms. Dietze is also a member of the Board of Trustees of Liberty Property Trust (LPT), a self-administered and self-managed Maryland real estateMay 14, 2021.
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investment trust, which provides leasing, property management, development, acquisition, and other tenant-related services for a portfolio
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JEFFREY M. SOLOMON, 55
CHAIR AND CEO
Director Since: 2011
Other US-Listed Company Directorships

Current: None

Former (Past 5 Years): None
RELEVANT SKILLS

Executive Leadership and Management

Risk Oversight

Corporate Strategy and Business Development

Social Responsibility Oversight
As Chair and CEO, Mr. Solomon provides the Board with institutional knowledge of all aspects of the Cowen’s businesses, in-depth knowledge of its business and affairs, management’s perspective on those matters and an avenue of communication between the Board and senior management.
CAREER HIGHLIGHTS

Cowen Inc. (merged with Ramius in 2009)

Chair (2019 — Present) and CEO (2017 — Present)

Prior to his appointment as CEO, Mr. Solomon held the following positions at the Company:

President

CEO of Cowen and Company

Chief Operating Officer

Head of Investment Banking

Co-Portfolio Manager, Ramius
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT

Vice Chair and an inaugural member, Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee which provides advice and recommendations on Commission rules, regulations and policy matters related to small businesses, including smaller public companies.

Member, American Securities Association

Member, Executive Committee, Partnership for NYC

UJA Federation of New York

Director

Co-Chair, King David Society

Director, Foundation for Jewish Camp

Past Member, Committee on Capital Markets Regulation, an independent and nonpartisan 501(c)(3) research organization dedicated to improving the regulation of U.S. capital markets
EDUCATION

Graduate of industrial & office properties. At LPT, she serves on the Audit Committee and is HeadUniversity of the Governance Committee. Ms. Dietze holds a B.A. from Brown University and an M.B.A. from Columbia Graduate School of Business. Ms. Dietze provides the Board with extensive experience in Investment Banking management and corporate governance expertise as a public company director.Pennsylvania

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BRETT BARTH, 49
INDEPENDENT LEAD DIRECTOR
Director Since: 2018
Cowen Committees
Compensation (Chair)
Nominating & Corporate Governance
Other US-Listed Company
Directorships
Golden Arrow Merger Corp.
Former (Past 5 Years): None
RELEVANT SKILLS

Financial Services

Executive Leadership and Management

Corporate Governance

Investment Management
Mr. Barth has extensive experience vetting investment opportunities across the asset class spectrum and through a range of market environments, working with both traditional and alternative investment managers. At BBR, Mr. Barth co-manages the firm and oversees the company’s investment approach and implementation. His professional background has provided him with extensive expertise in investment and wealth management.
CAREER HIGHLIGHTS

BBR Partners, private wealth management advisory firm (2000 — present)

Co-Founder and Co-CEO

Member, Executive Committee

Member, Investment Committee

Prior to BBR, Mr. Barth was a member of Goldman Sachs Equity Capital Markets Group in New York and Hong Kong
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT

University of Pennsylvania

Trustee

Member, Board of Overseers of the Graduate School of Education

Past Chair, Penn Fund, undergraduate annual giving program

Past Inaugural Chair, Undergraduate Financial Aid Leadership Council

UJA-Federation of New York

Member, Board and Executive Committee

Co-chair, Annual Campaign

Member, endowment’s Investment Committee

Past recipient, Alan C. Greenberg Young Leadership Award
EDUCATION

Graduate of University of Pennsylvania

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KATHERINE E. DIETZE, 63
INDEPENDENT DIRECTOR
Director Since: 2011
Cowen Committees

Audit (Chair)
Other US-Listed Company Directorships

Current: Matthews International

Former (Past 5 Years): Liberty Property Trust
RELEVANT SKILLS

Audit and Financial Expertise

Financial Services

Risk Oversight

Corporate Governance
Through her leadership roles at Credit Suisse First Boston as well as public company boards, Ms. Dietze gained significant experience and perspective in investment banking management and corporate governance. Ms. Dietze spent over 20 years in the financial services industry prior to her retirement in 2005.
CAREER HIGHLIGHTS

Credit Suisse First Boston

Global Chief Operating Officer, Investment Banking Division (2003 — 2005)

Managing Director, Telecommunications Group (1996 — 2003)

Ms. Dietze formerly held the following positions:

Co-Head, Telecommunications, Investment Banking, Solomon Brothers

Director and Audit Chair, LaBranche (acquired by Cowen in 2011)
EDUCATION

Graduate of Brown University

MBA, Columbia Graduate School of Business

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GREGG A. GONSALVES, 53
INDEPENDENT DIRECTOR
Director Since: 2020
Cowen Committees

Audit

Nominating & Corporate Governance
Other US-Listed Company Directorships

Current: Cedar Realty Trust (Chair)

Former (Past 5 Years): None
RELEVANT SKILLS

Audit and Financial Expertise

Financial Services

Social Responsibility Oversight

Corporate Governance
Mr. Gonsalves’ professional background has provided him with extensive experience in investment banking and real estate. His service on the board of directors of other public companies and not-for-profit entities, including his role as Chair of The Jackie Robinson Foundation, has provided him expertise and insight into matters such as corporate governance, social responsibility oversight and strategy.
CAREER HIGHLIGHTS

Advisory Partner, Integrated Capital, a leading, hotel-focused, private real estate advisory and investment firm (2013 — present)

Mr. Gonsalves formerly held the following positions at Goldman Sachs:

Partner, Real Estate Mergers & Acquisitions

Partner, Industrial Group

Various positions within investment banking, mergers and acquisitions
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT

Chairman, The Jackie Robinson Foundation

Chairman, Cedar Realty Trust, a publicly traded retail REIT

Director, RREEF America REIT II, a private, open-end core real estate fund

Director, POP Tracker LLC, a private company focused on providing proof of performance to the out-of-home advertising industry
EDUCATION

Graduate of Columbia University

MBA, Harvard Business School

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STEVEN KOTLER, 74
INDEPENDENT DIRECTOR
Director Since: 2010*
Cowen Committees

Audit

Nominating & Corporate Governance (Chair)
Other US-Listed Company Directorships

Current: None

Former (Past 5 Years): None
RELEVANT SKILLS

Audit and Financial Expertise

Corporate Governance

Financial Services

Executive Leadership and Management
Through his leadership positions at Gilbert Global, Mr. Kotler gained extensive experience in leading an international financial institution and expertise in private equity.
CAREER HIGHLIGHTS

Vice Chair, Gilbert Global Equity Partners, a private equity firm (2000 — present)

Mr. Kotler formerly held the following positions at Schroder & Co. (predecessor firm, Wertheim & Co.)

President & Chief Executive Officer

Group Managing Director

Global Head of Investment and Merchant Banking
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT

Director, CPM Holdings, international agricultural process equipment company (private)

Co-Chair, Birch Grove Capital, an asset management firm

Member, Council on Foreign Relations

Former Council President, The Woodrow Wilson International Center for Scholars (1999 — 2002)

Former Governor, American Stock Exchange

Former Member, The New York City Partnership

Former Member, Infrastructure and Housing Task Force, Chamber of Commerce

Former Board of Trustee, Columbia Preparatory School

Former Board of Overseers, California Institute of the Arts.
EDUCATION
Steven Kotler.   Age 72. Mr. Kotler was elected to our Board on June 7, 2010. Mr. Kotler currently serves as Vice Chairman
Graduate of the private equity firm Gilbert Global Equity Partners, which he joined in 2000. Prior to joining Gilbert Global, Mr. Kotler, for 25 years, was with the investment banking firmCity College of Schroder & Co. and its predecessor firm, Wertheim & Co., where he served in various executive capacities including President & Chief Executive Officer, and Group Managing Director and Global Head of Investment and Merchant Banking. Mr. Kotler is a director of CPM Holdings, an international agricultural process equipment company; and Co-Chairman of Birch Grove Capital, an asset management firm. Mr. Kotler is a member of the Council on Foreign Relations; and, from 1999 to 2002, was Council President of The Woodrow Wilson International Center for Scholars. Mr. Kotler has previously served as a Governor of the American Stock Exchange, The New York City Partnership and Chamber of Commerce’s Infrastructure and Housing Task Force, The Board of Trustees of Columbia Preparatory School; and, the Board of Overseers of the California Institute of the Arts. Mr. Kotler also previously
*
Previously served as a director of Cowen Holdings from September 2006 until June 2007. Mr. Kotler provides the Board with extensive experience in leading an international financial institution and expertise in private equity.2007
Lawrence E. Leibowitz.   Age 59. Mr. Leibowitz was elected to our Board on June 26, 2018. Mr. Leibowitz is the President and board member of Crux Informatics, a data operations service that adopts data supply chains, ensuring they mature into cohesive, stable, and performant systems. Mr. Leibowitz has served as Crux’s President and a member of its board since October 2017. Crux’s features include data management platforms, professional services, and a global data supplier network. Mr. Leibowitz formerly served as Interim CEO of Incapture Technologies from September 2014 to October 2017. Mr. Leibowitz has thirty years of experience as a finance and technology entrepreneur. Most recently, Mr. Leibowitz served as Chief Operating Officer, Head of Global Equities Listing & Trading and as a Member of the board of directors of NYSE Euronext, holding such positions from 2007 to 2013. Prior to that, Mr. Leibowitz served as Chief Operating Officer of Americas Equities at UBS, Co-Head of Schwab Soundview Capital Markets, and Chief Executive Officer of Redibook. Mr. Leibowitz was a founding partner at Bunker Capital and Head of Quantitative Trading and Equities technology at CS First Boston. Mr. Leibowitz provides the Board with extensive capital markets knowledge, including trading microstructure, regulation, asset management and quantitative methods.
Jerome S. Markowitz.   Age 79. Mr. Markowitz is the Chairman of the Board of Directors and has served as a member of our Board since November 2009. Mr. Markowitz was a Senior Partner at Conifer Securities LLC, a boutique servicing the operational needs of investment managers, from 2006 through May 2011. From 1998 to 2006, Mr. Markowitz was actively involved in managing a private investment portfolio. Prior to 1998, Mr. Markowitz was Managing Director and a member of the executive committee at Montgomery Securities and was responsible for starting their private client, high yield, equity derivatives and prime brokerage divisions. Prior to joining Montgomery, Mr. Markowitz was a Managing Director of L.F. Rothschild’s Institutional Equity Department. Mr. Markowitz is a director and serves on the investment committee of Market Axess Inc., and also formerly served on the advisory board of Thomas Weisel Partners Group, Inc. Mr. Markowitz provides the Board with extensive experience in asset management and investment banking, as well as experience as a public company director.
Jack H. Nusbaum.   Age 78. Mr. Nusbaum has served as a member of our Board since November 2009. Mr. Nusbaum is a Senior Partner of the New York law firm of Willkie Farr & Gallagher LLP. Mr. Nusbaum served as the firm’s Chairman from 1987 through 2009 and has been a partner in that firm for more than forty-five years. Willkie Farr & Gallagher LLP is outside counsel to Cowen. Mr. Nusbaum is also a director of W. R. Berkley Corporation. Mr. Nusbaum provides the Board with experience as senior management of an international law firm and provides extensive legal and corporate governance expertise.
Margaret L. Poster.   Age 67. Ms. Poster was appointed to our Board in April 2019. Ms. Poster served as Chief Operating Officer/Managing Director of Willkie Far & Gallagher LLP from 1991 through 2018.
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LAWRENCE E. LEIBOWITZ, 61
INDEPENDENT DIRECTOR
Director Since: 2018
Cowen Committees

Compensation
Other US-Listed Company Directorships

Current: None

Former (Past 5 Years): None
RELEVANT SKILLS

Financial Services

Private Equity

Technology

Executive Leadership and Management
Mr. Leibowitz is an experienced finance and technology entrepreneur who specializes in business transformation and capital markets. Combined with his past service on the board of directors of other public companies and current service on the board of directors of private companies, Mr. Leibowitz provides extensive capital markets knowledge, including trading microstructure, regulation, asset management and quantitative methods.
CAREER HIGHLIGHTS

NYSE Euronext

Former Member of the Board of Directors and Chief Operating Officer (2010 — 2013)

Head of Global Equities Markets

Mr. Leibowitz formerly held the following positions

Chief Operating Officer, Americas Equities, UBS

Co-head, Schwab Soundview Capital Markets

CEO, Redibook

Founding Partner, Bunker Capital

Managing Director and Head of Quantitative Trading and Equities Technology, CS First Boston
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT

Vice Chairman, XCHG Xpansiv, an intelligent commodities exchange focusing on renewable energy products (private)

Director, NYDIG Trust and NYDIG Execution Services, a custodian and broker for digital currencies that is regulated by the NY Department of Finance (private)

Director, various other private companies in the data management and digital law businesses

Director, Giving Compass, a non-profit technology platform which helps charitable givers and philanthropists find resources and information to guide their efforts
EDUCATION

Graduate of Princeton University

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Ms. Poster is a Director of Generation Citizen, serves as the Chair of the Finance Committee and Audit Committee and has served as a member of the Generation Citizen’s Executive Committee and Strategic Planning Committee. Ms. Poster previously served as President of Workbench, Inc., Chief Financial Officer of Barnes & Noble Bookstores Inc. and Chief Financial Officer of the Jewelry & Sporting Good Division at W.R. Grace & Co. Ms. Poster began her career as an auditor at PricewaterhouseCoopers LLP. Ms. Poster is a certified public accountant and received a Masters of Business Administration from Harvard Business School. Ms. Poster provides the Board with comprehensive operating and public accounting experience.
Douglas A. Rediker.   Age 59. Mr. Rediker was appointed to our Board in April 2015. Mr. Rediker is the Executive Chairman of International Capital Strategies, LLC, a policy and markets advisory boutique based in Washington, D.C. Until 2012, he was a member of the Executive Board of the International Monetary Fund representing the United States. He has held senior and visiting fellowships at Brookings, the Peterson Institute for International Economics and at the New America Foundation. He has written extensively and testified before Congress on the subject of state capitalism, global finance, Sovereign Wealth Funds and other issues surrounding the relationship between international economic policy, financial markets, global capital flows and foreign policy. Mr. Rediker previously served as a senior investment banker and private equity investor for a number of investment banks, including Salomon Brothers, Merrill Lynch and Lehman Brothers. Mr. Rediker began his career as an attorney with Skadden Arps in New York and Washington, D.C. Mr. Rediker’s experience on global macro issues provides the Board with expertise relating to capital markets, the economy and global governance.
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MARGARET L. POSTER, 69
INDEPENDENT DIRECTOR
Director Since: 2019
Cowen Committees

Audit

Compensation

Nominating & Corporate Governance
Other US-Listed Company Directorships

Current: None

Former (Past 5 Years): None
RELEVANT SKILLS

Audit Committee Financial Expert

Risk Oversight

Corporate Strategy

Corporate Governance
Ms. Poster’s professional background, including her leadership role at Willkie Farr & Gallagher LLP, has provided her with significant experience and insight in risk management, strategic planning and operations, human capital and talent development and financial reporting.
CAREER HIGHLIGHTS

Chief Operating Officer, Willkie Farr & Gallagher LLP (1991 — 2018)

Prior to Willkie, Farr & Gallagher LLP, Ms. Poster held the following positions

President of Workbench, Inc

Chief Financial Officer, Barnes & Noble Bookstores Inc.

Chief Financial Officer, Jewelry & Sporting Good Division at W.R. Grace & Co.
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT

Executive Managing Director, co-Lead Legal Sector Advisory Group, Cushman & Wakefield

Former Director, Generation Citizen

Former Trustee, Blythdale Childrens’ Hospital
EDUCATION

Graduate of University of Vermont

MBA, Harvard Business School

Certified Public Accountant
Jeffrey M. Solomon.   Age 53. Jeffrey Solomon is Chief Executive Officer of the Company and Chief Executive Officer of Cowen and Company, LLC (“Cowen and Company”), and was appointed a director of Cowen in December 2011. Mr. Solomon served as President of the Company prior to his appointment as Chief Executive Officer on December 27, 2017. Mr. Solomon serves as a member of the Management Committee of Cowen. Previously, Mr. Solomon served as Cowen’s Chief Operating Officer and Head of Investment Banking at Cowen and Company. Mr. Solomon joined Ramius, Cowen’s investment management division, when it was founded in 1994 and was responsible for the development, management and oversight of a number of the investment strategies employed by Ramius. From 1991 to 1994, Mr. Solomon was at Republic New York Securities Corporation, or Republic, the brokerage affiliate of Republic National Bank, now part of the HSBC Group, where he was the firm’s Chief Administrative Officer. Prior to Republic, Mr. Solomon was in the Mergers and Acquisitions Group at Shearson Lehman Brothers. Currently, Mr. Solomon is a Director of NuGo Nutrition, the manufacturer of NuGo Nutrition Bars. Mr. Solomon is also co-chair of the Equity Capital Formation Task Force, a group composed of individuals from across the country’s startup and small-capitalization company ecosystems advocating for market structure reform to encourage job creation and growth. Mr. Solomon graduated from the University of Pennsylvania in 1988 with a B.A. in Economics. Mr. Solomon provides the board with institutional knowledge of all aspects of the Company’s businesses and, as Chief Executive Officer, he is able to provide in-depth knowledge of the Company’s business and affairs, management’s perspective on those matters and an avenue of communication between the Board and senior management.
Director Not Standing For Re-Election
Joseph R. Wright.   Age 80. Mr. Wright has served as a member of our Board since November 2009. He also serves as Executive Partner to Comvest Partners, Chairman of the Investment Committees of the ClearSky Fund, Chairman of the Board of Advisors and member of the Investment Committee of Chart National Management and Board member of Systems Control. Mr. Wright is also on the Board of EBIX, and is a member of the Council of Chief Executives, Council on Foreign Relations, Economic Club of New York and Committee for a Responsible Federal Budget. He previously served as a Director of Travelers, Terremark Worldwide, Harcourt Brace Janovich, Kroll, Titan, Federal Signal, Chart Group, Education Management Corporation (EDMC) and Hampton University. Mr. Wright was Chairman of Intelsat, Chief Executive Officer of PanAmSat, Chairman of GRC International, Executive Chairman of MTN Satellite Communications, Chief Executive Officer of Scientific Games Corporation, Co-Chairman of Baker & Taylor, Vice Chairman of W.R. Grace, Senior Advisor to Providence Equity, Vice Chairman of Terremark Worldwide, President of credit card subsidiaries of Citibank and VP and Partner of Booz Allen Hamilton and others. Mr. Wright served in the U.S. Government under President Reagan as Deputy Secretary of Commerce and Deputy Director/Director of the Federal Office of Management and Budget,
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DOUGLAS A. REDIKER, 61
INDEPENDENT DIRECTOR
Director Since: 2015
Cowen Committees

Compensation
Other US-Listed Company Directorships

Current: None

Former (Past 5 Years): None
RELEVANT SKILLS

Global Business and Operations

Financial Markets

Corporate Governance

Executive Leadership and Management
Mr. Rediker has extensive experience on global macro matters such as global finance, sovereign wealth funds and other issues surrounding the relationship between international economic policy, financial markets, global capital flows and foreign policy. His professional background has provided him with extensive expertise and insight in capital markets, the economy and global governance.
CAREER HIGHLIGHTS

Founder and Executive Chairman, International Capital Strategies, LLC, a policy and markets advisory boutique (2012 — present)

Mr. Rediker formerly held the following positions:

Member of the Executive Board of the International Monetary Fund, representing the United States

Senior investment banker and private equity investor at Salomon Brothers, Merrill Lynch and Lehman Brothers

Attorney with Skadden Arps in New York and Washington, D.C.
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT

Non-Resident Senior Fellow, The Brookings Institution

Member, World Economic Forum (WEF) Global Future Council on Geopolitics

Member, US Council on Foreign Relations

Former Member, Executive Board, International Monetary Fund

Former Visiting Fellow, Peterson Institute for International Economics

Former Senior Fellow and Director, global Strategic Finance Initiative, New America Foundation
EDUCATION

Graduate of Vassar College

JD, Fordham University School of Law

Harvard Kennedy School

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JEF­FREY M.
SOLOMON
BRETT H.
BARTH
KATHERINE E.
DIETZE
GREGG A.
GON­SALVES
STEVEN
KOTLER
LAWRENCE E.
LEI­BOWITZ
MAR­GARET L.
POSTER
DOU­GLAS A.
REDIKER
KEY SKILLS
Audit & Financial Expertise
Corporate Strategy & Business Development
Corporate Governance / Ethics
Executive Leadership & Management
Financial Services
Global Business & Operations
Investment Banking
Investment Management
Talent Development / Compensation
Institutional Markets
Risk Oversight
Social Responsibility��
Sustainability
Technology
KEY EXPERIENCES
CEO, President or COO
CFO or Other Financial Expert
Private Company Management & Governance
Public Company Management & Governance
Non-Profit
DEMOGRAPHICS
Gender
Male
Female
Race / Ethnicity
African American / Black
Asian / Pacific Islander
Hispanic / LatinX
Native American
White / Caucasian
Other
Age
At May 14, 20215549635374616961
BOARD TENURE
Years on Board10310111326
OTHER PUBLIC COMPANY BOARDS
Number of Public Boards01110000

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and was a member of President Reagan’s Cabinet. In addition he held executive positions in the administrations of Presidents Nixon, Ford and Kennedy. He received the Distinguished Citizens Award from President Reagan and was appointed to the President’s Export Council by President George H.W. Bush as Chairman of the Export Control Sub-Committee. He was also appointed to the President’s Commission on U.S. Postal Service Reform and the National Security Telecommunications Advisory Committee, and several other advisory boards by President George W. Bush. He has served on the Defense Business Board under three Presidents, including the current administration. Mr. Wright has active “Top Secret” and “SCI” clearances with the U.S. Government. Mr. Wright received his undergraduate degree from the Colorado School of Mines and his graduate degree from Yale University. Mr. Wright provides the Board with significant senior management expertise as well as experience as a director of a public company. He also provides the Board with significant experience in public affairs.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our Board believes that good corporate governance is important to ensure that Cowen Inc. is managed for the long-term benefit of its stockholders. This section describes key corporate governance guidelines and practices that our Board has adopted. Complete copies of our Corporate Governance Guidelines, the charters of our Audit, Compensation, Nominating and Corporate Governance Committees and our Code of Ethics and Business Conduct are available on the investor relations section of our website, www.cowen.com.www.cowen.com. Alternatively, you can request a copy of these documents by writing to Cowen Inc., Attn: Secretary, 599 Lexington Avenue, New York, NY, 10022.
Corporate Governance GuidelinesCORPORATE GOVERNANCE GUIDELINES
Our Board has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. These guidelines, which provide a framework for the conduct of the Board’s business, provide that:

the Board’s goal is to oversee and direct management in building long-term value for the Company’s stockholders;

a majority of the members of the Board shall be independent directors;

the independent directors shall meet regularly in executive session;

directors have access to management and, as appropriate, to the Company’s outside advisors;

our Chief Financial Officer, our Chief Operating Officer and our General Counsel attend all scheduled Board meetings as do the heads of the Company’s business segments,lines, which is critical to the Company’s succession planning;

the Board regularly reviews with management the Company’s financial performance, strategy and business plans;

both our directors and our executive officers are required to own a minimum amount of Company common stock;

new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and

at least annually, the Board and its committees conduct self-evaluations to determine whether it and they are functioning effectively.
Director IndependenceDIRECTOR INDEPENDENCE
Our Corporate Governance Guidelines require that a majority of the Board be composed of directors who meet the independence criteria establish by NASDAQ Stock Market, Inc. Marketplace Rules. Under applicable NASDAQ Stock Market rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of
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independent judgment in carrying out the responsibilities of a director. In making its determination, the Board considers all relevant facts and circumstances, both with respect to the director and with respect to any persons or organizations with which the director has an affiliation, including immediate family members.
Our Board has determined that neither Ms. Dietze nor Ms. Poster, nor Messrs. Barth, Gonsalves, Kotler, Leibowitz Markowitz, Nusbaum or Rediker currently has a relationship that would interfere with the exercise of independent judgment

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in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 4200(a)(15) of the NASDAQ Stock Market, Inc. Marketplace Rules.
Mr. Solomon cannot be considered an independent director under NASDAQ Stock Market rules because Mr. Solomon serves as our Chief Executive Officer. Therefore, the Board has determined that eightseven of our nineeight director nominees are independent.
BOARD LEADERSHIP STRUCTURE
Mr. Solomon serves in the combined roles of Chair and Chief Executive Officer. We believe that Mr. Solomon’s combined service as Chair and Chief Executive Officer provides the Company with (i) a unified strategic and operating focus, (ii) the benefit of clarity in the management structure of the organization, and (iii) consistency of communications to stockholders, customers, regulators and other constituencies. This structure also best assures that the leader of the organization is closely connected with both the Company’s senior level managers and the Board Leadership Structureand is therefore better able to appreciate and balance the perspectives of both groups. To establish a liaison between the non-management directors and the Chair and Chief Executive Officer and thus facilitate effective communication between them, as well as to facilitate the deliberations of the non-management directors in executive session, the Board also appoints a lead director who is independent. This position is currently held by Mr. Barth. As lead director, Mr. Barth:
Peter A. Cohen, served as our non-Executive Chairman until our 2018 Annual Meeting of Stockholders on June 26, 2018. The Board elected Mr. Markowitz to serve as Chairman
presides over all meetings of the Board followingat which the 2018 Annual Meeting.Chair is not present;
Director Stock Ownership Guidelines

provides oversight and advice to the Chief Executive Officer regarding corporate strategy;

conducts performance appraisals of the Chief Executive Officer (together with the Compensation Committee);

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

presides at executive sessions of the Board;

serves as a liaison between the Chair and the independent directors;

recommends to the Chief Executive Officer the retention of consultants who report directly to the Board;

approves information sent to the Board and requests additional information, as required; and

is primarily responsible, subject to advice and assistance from the General Counsel, for monitoring communications from stockholders and other interested parties and providing copies or summaries of such communications to the other directors as he deems appropriate.
DIRECTOR STOCK OWNERSHIP GUIDELINES
The Company adopted stock ownership guidelines in 2013 that require directors to hold Company stock or restricted stock units, or RSUs, that have a value equal to at least three times the amount of annual fees paid to non-employee directors (excluding committee chair fees) within the later of the adoption of the policy or five years of being appointed to the Board. All of our directors are in compliance with these ownership guidelines. Mr. Rediker, who was appointed to the Board in 2015, has one more year in which to acquire Company stock or RSUs to meet the ownership requirements. Messrs. Barth and Leibowitz, who were appointed to the Board in 2018, and Ms. Poster, who was appointed to the Board in 2019 and Mr. Gonsalves, who was appointed to the Board in 2020 have fourthree years and fivefour years, respectively, in which to acquire Company stock or RSUs to meet the ownership requirements.
The Board’s Role in Risk OversightTHE BOARD’S ROLE IN RISK OVERSIGHT
It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. The Board has oversight responsibility of the processes established to report and monitor systems

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for material risks applicable to the Company and reviews the Company’s enterprise risk management. Our Board’s oversight of our risk management processes is effected primarily through our Audit Committee. Our Audit Committee periodically meets with senior executives responsible for risk oversight to review and discuss the material risks facing the Company, including operational, market, credit, liquidity, legal and regulatory risks, and to assess whether management has reasonable controls in place to address these risks. The Audit Committee is also responsible for ensuring that management has established processes and an enterprise risk management framework and governance structures designed to identify, bring to the Board’s and/or the Audit Committee’s attention, and appropriately manage, monitor, control and report exposures to the major risks affecting Cowen. In addition to the Audit Committee, the Compensation Committee separately reviews and discusses with management whether our compensation arrangements are consistent with effective controls and sound risk management. The Board evaluates the Company’s risk profile on a quarterly basis.
BOARD AND COMMITTEE OVERSIGHT OF CERTAIN KEY RISKS
Technology and Cyber-Risk Oversight
Our Board Meetingsis briefed on firm-wide technology and Attendancecybersecurity risk management and the overall technology and cybersecurity environment by management and through updates from the Audit Committee on their in-depth Committee-level reviews on a quarterly basis.
The Board coordinates with the Audit Committee to ensure active Board- and Committee-level oversight of the Company’s technology and cyber risk profile, technology and cyber strategies, and information security initiatives. The Audit Committee reviews technology and cyber risks, as well as the Company’s risk mitigation processes and internal control procedures to protect sensitive business information, and receives regular reports from the Head of Risk, Chief Financial Officer and the Chief Operating Officer on the Company’s technology and cybersecurity programs.
COVID-19 Oversight
During 2020, the Board and the Audit Committee dedicated significant time and attention to overseeing the Company’s management of key risks related to the COVID-19 pandemic, receiving frequent updates at both the Board and Committee level from the CEO and other senior leaders on the Company’s pandemic response and framework for the management and mitigation of related key risks across the business.
The CEO, Chief Operating Officer, Chief Financial Officer, Head of Internal Audit and General Counsel, as well as other members of the Company’s Management Committee, presented regular and in-depth reviews of the Company’s assessment of key risks and approach to pandemic risk management to the Board and Audit Committee. Through these updates, the Board and Audit Committee reviewed and discussed a broad range of topics with management, including: measures to protect the health, wellness and safety of the Company’s employees and return to office planning; the impact of the transition to a work-from-home model on technology, cybersecurity, operations, regulatory compliance and business continuity planning; strategies to ensure continued delivery of products and services and execution of the Company’s long-term strategy; and financial scenario planning for managing the Company’s balance sheet and liquidity.
By exercising ongoing oversight and providing advice on the Company’s pandemic response and business continuity planning, the Board and the Audit Committee helped support management’s development of a strategy to mitigate the immediate and potential long-term impacts of COVID-19, protect the health, wellness and safety of the Company’s employees and continue to execute on strategic initiatives to deliver value to stockholders.

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ESG Oversight
The Board views oversight and effective management of environmental, social and governance, or ESG, related risks and opportunities as essential to the Company’s ability to execute its strategy and achieve long-term sustainable growth. As such, the Nominating and Corporate Governance Committee receives quarterly updates on a variety of ESG topics, including sustainability and governance-related matters. The Board also receives quarterly updates on the Company’s ESG products and offerings.
In addition to oversight by the Board, the Board coordinates with each Board Committee to ensure active and ongoing Committee-level oversight of the Company’s management of ESG related risks and opportunities.
Human Capital Management Oversight
The Board views effective human capital management as critical to the Company’s ability to execute its strategy.
As a result, the Board is updated by the CEO, Head of Human Resources, Head of Inclusion and Diversity and other members of senior leadership on a broad range of human capital management topics, including culture, talent and performance management, diversity and inclusion, compensation and benefits, workplace health and safety, and employee engagement and retention.
At the management level, our Head of Human Resources, who is a member of the Company’s Management Committee, is responsible for leading the development and execution of the Company’s human capital management strategy, working together with other senior leaders across the Company. Among other things, this includes promoting an inclusive and performance-driven workplace culture; managing the Company’s initiatives to attract, recruit, develop and retain the high-quality talent needed to ensure the Company is equipped with the right skill sets and intellectual capital to deliver on current and future business needs; and overseeing the design of the Company’s compensation, benefits and wellness programs. In connection with these responsibilities, the Head of Human Resources also partners with our Diversity and Inclusion team on the development and execution of the Company’s diversity, equity and inclusion roadmap and works closely with the CEO on the development of the talent succession pipeline for the Company’s senior officers.
RISK ASSESSMENT OF COMPENSATION POLICIES AND PRACTICES
At least annually, the Compensation Committee oversees a risk review of the various components of our compensation program. In 2020, the Committee and determined that the Company’s compensation plans, programs and policies do not encourage excessive risk taking and are not reasonably likely to have a material adverse effect on the Company.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) PRACTICES
The Company views ESG practices as essential components of Company performance and the successful implementation of our Outperform strategy. As a result, ESG considerations inform our governance mechanisms for effective Board oversight and impact how we manage our businesses on a day to day basis and over the longer term.
Company ESG Leadership
Our ESG leadership structure at the Board and management levels reflects our focus on ESG issues and commitment to provide value to our stockholders. Our diversity and inclusion functions are managed by our Head of Inclusion and Diversity and her team. The Head of Inclusion and Diversity updates the Board regarding the Company’s diversity and inclusion efforts and activities on a quarterly basis. The Company’s Chief of

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Staff, and members of the Management Committee, manage the Company’s ESG reporting and regularly update the Board and Audit Committee on our strategy, activities and progress.
Sustainability
Sustainability is a core value of the Company. Our investment banking team has executed among the most prominent sustainability transactions in 2020. The Company’s investment banking business announced a new joint advisory effort with Intrepid Partners focused on Energy Innovation and Transition in December 2020. Through Cowen Sustainable Investments, the Company has partnered with a team with decades of experience in cross-asset sustainability-focused investments. Cowen has added ESG-focused research products and events to the Company’s research platform and recently initiated ESG ratings for the companies covered by our research analysts. In addition, Cowen Investment Management now requires that all Cowen-branded investment strategies integrate ESG factors into their individual investment process.
Diversity and Inclusion
At Cowen, inclusion and diversity are catalysts for success and innovation in everything we do. The Board seeks diversity in viewpoint and experiences in its membership. Since 2019, the two new members added to our Board of eight are diversity candidates. At the management level, our ability to attract and retain a diverse and inclusive workforce is critical to our long-term strategy, driving business growth and innovation and empowering our people to achieve their full potential. The Company established a business team dedicated to inclusion and diversity in 2020. The Head of Inclusion and Diversity regularly updates the Board regarding the Company’s diversity initiatives. The Company regularly conducts Leadership Roundtables, which are open to all employees, led by Mr. Solomon, our CEO, designed to advance important conversations related to diversity and inclusion. This reinforces our internal diversity, equity and inclusion.
BOARD MEETINGS AND ATTENDANCE
Our Board met sevensix times from January 1, 20182020 through December 31, 2018.2020. Each director attended at least 85% of the aggregate number of Board meetings and the number of meetings held by all committees on which he or she then served.
Director Attendance at Annual Meeting of StockholdersDIRECTOR ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS
Our Corporate Governance Guidelines provide that directors are invited and encouraged to attend the annual meeting of stockholders. OneTwo of our directors attended the 20182020 virtual annual meeting of stockholders.
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Committees of the BoardTHE BOARD
Our Board has established three standing committees  —  Audit, Compensation, and Nominating and Corporate Governance  —  each of which operates under a charter that has been approved by our Board. Current copies of each committee’s charter are posted on the investor relations section of our website, www.cowen.com. Alternatively, you can request a copy of these documents by writing to Cowen Inc., Attn: Secretary, 599 Lexington Avenue, New York, NY, 10022.

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COWEN BOARD COMMITTEES MEMBERSHIP
NAMEAuditNominating and
Corporate Governance
Compensation
BRETT H. BARTH
INDEPENDENT LEAD DIRECTOR
KATHERINE E. DIETZE
INDEPENDENT
GREGG GONSALVES
INDEPENDENT
STEVEN KOTLER
INDEPENDENT
LAWRENCE E. LEIBOWITZ
INDEPENDENT
MARGARET POSTER
INDEPENDENT
FINANCIAL EXPERT
DOUG REDIKER
INDEPENDENT

Committee member

Committee chair
Audit Committee
The Audit Committee’s responsibilities include:

being directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;

reviewing the performance of the independent registered public accounting firm and making the decision to replace or terminate the independent registered public accounting firm or the lead partner;

evaluating the independence of the registered public accounting firm;

reviewing and discussing with management and the independent registered public accounting firm and the head of the Company’s internal audit department all critical accounting policies and practices;

reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures;

discussing our risk management policies;

reviewing and discussing with the independent registered public accounting firm the results of the year-end audit of the Company;

establishing and implementing policies and procedures for the Audit Committee’s review and approval or disapproval of proposed related party transactions; and

preparing the audit committee report required by SEC rules, which is included on page 4850 of this proxy statement.
The current members of ourOur Audit Committee are Ms. Dietze (Chair) and Messrs. Kotler and Wright.met six times from January 1, 2020 through December 31, 2020. Our Board has determined that Mr. Wright is an “audit committee financial expert” as defined by applicable SEC rules. Ms. Poster was appointed to our Audit Committee on April 23, 2019. The Board has determined that Ms. Poster is an “audit committee financial expert” as defined by applicable SEC rules. Our Audit Committee met four times from January 1, 2018 through December 31, 2018.

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Compensation Committee
The Compensation Committee’s responsibilities include:

annually reviewing the goals and objectives of the Company’s executive compensation plans;

annually reviewing the Company’s executive compensation plans in light of the Company’s goals and objectives;

annually evaluating the Chief Executive Officer’s and other executive officers’ performance and determining and approving the Chief Executive Officer’s and other executive officers’ compensation levels based on such evaluation;

overseeing and administering our equity and incentive compensation plans, with the oversight of the full Board;

reviewing executive and employee compensation plans from a risk perspective to help ensure that compensation arrangements do not encourage excessive risk taking;
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annually reviewing the compensation process of the Company’s equity research personnel to ensure compliance with applicable laws, rules and regulations;

reviewing and discussing annually with management our “Compensation Discussion and Analysis,” which begins on page 1924 of this proxy statement; and

preparing the compensation committeeCompensation Committee report required by SEC rules, which begins on page 3539 of this proxy statement.
The processes and procedures followed by our Compensation Committee in considering and determining executive compensation are described below in the “Compensation Discussion and Analysis” section beginning on page 1924 of this proxy statement.
The current members of our Compensation Committee are Mr. Markowitz (Chair), Mr. Barth, Ms. Dietze, Mr. Kotler and Mr. Leibowitz.
Our Compensation Committee met foursix times from January 1, 20182020 through December 31, 2018.2020.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee’s responsibilities include:

assisting in identifying, recruiting and interviewing director candidates, including persons suggested by stockholders;

reviewing the background and qualifications of individuals being considered as director candidates;

recommending to the Board the director nominees for election;

annually reviewing with the Board the composition of the Board as a whole;

recommending to the Board the size and composition of each standing committee of the Board;

annually reviewing committee assignments and the policy with respect to the rotation of committee memberships and/or chairpersonships;

making recommendations on the frequency and structure of Board meetings;

monitoring the functioning of the committees of the Board;

approving annual Board compensation;

annually reviewing the Corporate Governance Guidelines and recommending any changes to the Board; and

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overseeing the self-evaluation of the Board as a whole and the self-evaluation of each Board committee.
The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described below under the heading “Director Nomination Process” on page 1320 of this proxy statement.
The current members of our Nominating and Corporate Governance Committee are Mr. Kotler (Chair), Mr. Barth, Ms. Dietze, Mr. Leibowitz and Mr. Rediker. Our Nominating and Corporate Governance Committee met twicefour times from January 1, 20182020 through December 31, 2018.2020.
Our Board has determined that all of the members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent as defined under the rules of the NASDAQ Stock Market, and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, or the Exchange Act, as applicable.
Executive and Director Compensation ProcessesEXECUTIVE AND DIRECTOR COMPENSATION PROCESSES
For a discussion of our process relating to named executive officer compensation, please see “Compensation Discussion and Analysis” included elsewhere in this proxy statement.
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The Nominating and Corporate Governance Committee is responsible for periodically reviewing the level and form of compensation of our non-employee directors, including how such compensation compares to director compensation of companies of comparable size, industry and complexity, and for making recommendations to the Board with respect to such compensation. For a description of the annual compensation paid to each non-employee director, please see “Compensation Program for Non-Employee Directors” below.
The Board has delegated to a New Hire Retention Award Committee limited authority to grant equity awards under our existing equity compensation plans. Mr. Solomon was the sole member of the New Hire Retention Award Committee in 2018.2020. The New Hire Retention Award Committee may only grant equity awards in connection with the hiring of new employees, the retention of existing employees and in connection with significant promotions. The New Hire Retention Award Committee may not grant or modify awards to named executive officers or certain other senior employees. Subject to aggregate and individual share limitations established by the Board, the New Hire Retention Award Committee has the authority to determine the recipient of the award as well as the type and amount of the award.
Director Nomination ProcessDIRECTOR NOMINATION PROCESS
The process to be followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board. In addition, our bylaws contain provisions for stockholders to recommend persons for nomination as a director and, subject to certain conditions, to nominate director candidates for inclusion in our proxy statement, as set forth in this proxy statement under “Stockholder Proposals for the 2022 Annual Meeting.”
In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, our Nominating and Corporate Governance Committee will apply the criteria set forth in the Nominating and Corporate Governance Committee’s charter and in our Corporate Governance Guidelines. These criteria include the candidate’s experience, knowledge or skills useful to the oversight of the Company’s business, and the nominee’s reputation for honesty and ethical conduct in his or her personal and professional activities, including specific business and financial expertise currently desired on the Board, experience as a director of a public company, geography, age, gender and ethnic diversity. Additional factors which the Committee may consider include time availability in light of other commitments, potential conflicts of interest, material

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relationships with the Company and independence from management and the Company. The Nominating and Corporate Governance Committee will not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board believes that the backgrounds and qualifications of its Directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities. Our Corporate Governance Guidelines require that if there is a significant change in a Director’s primary job responsibilities, that director must notify the Board and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may recommend to the Board that the director tender his or her resignation. In addition, our Corporate Governance Guidelines require that upon attaining the age of 80 years, and annually thereafter, a director is required to notify the Nominating and Corporate Governance Committee that he or she is willing to not stand for re-election at the immediately succeeding Annual Meeting of Stockholders. The Nominating and Corporate Governance Committee will review the director’s continuation on the Board, in light of all the circumstances, and, at its meeting to determine nominees for election to the Board, the Nominating and Corporate Governance Committee will determine whether such director should be nominated to stand for re-election at the Company’s immediately succeeding Annual Meeting.
Stockholders may recommend individuals to our Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting to the Nominating and Corporate Governance Committee the proposed director’s name, age, business address, principal occupation and principal qualifications. The stockholder making the recommendation must include a statement as to the amount of shares beneficially owned by the stockholder and a statement as to whether the proposed director has consented to serve as a director if elected. Stockholders should send all notices to the Nominating and Corporate Governance Committee, c/o Secretary, Cowen Inc., 599 Lexington Avenue, New York, NY, 10022. Stockholders may make recommendations at any time, but recommendations for
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consideration as nominees at the next annual meeting of stockholders must be received not less than 120 days before the first anniversary of the date that the proxy statement was first mailed to stockholders in connection with the previous year’s annual meeting. Assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following the same process, and applying the same criteria, as it follows for candidates submitted by others. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in the Company’s proxy card for the next annual meeting.
Stockholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or the Board, by following the procedures set forth under “Procedures for Nominating Director Candidates.”
Procedures for Nominating Director Candidates
Stockholders may directly nominate a person for election to our Board by complying with the procedures set forth in Article III, Section 3 of our bylaws, and with the rules and regulations of the 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 stockholder 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 to our Secretary delivered to or mailed and received at our principal executive offices at 599 Lexington Avenue, New York, NY, 10022, not later than the 90thDIRECTORS day, nor earlier than the 120th day, prior to the first anniversary of the prior year’s annual meeting of stockholders. Your notice must set forth (i) the name, age, business address and residence address of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class or series and number of shares of capital stock of Cowen owned beneficially or of record by the nominee, and (iv) all other 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 Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.
Procedures for Contacting the Board of Directors
Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. The Chairman of the Board,Our Lead Director, with the assistance of our General Counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.
Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the General Counsel considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.
Stockholders who wish to send communications on any topic to our Board should address such communications to the Board of Directors, c/o Secretary, Cowen Inc., 599 Lexington Avenue, New York, NY, 10022.
Code of Business Conduct and EthicsCODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the code on our website, www.cowen.com. In addition, we intend to post on our website all disclosures that are required by law or NASDAQ Stock Market listing standards concerning any amendments to, or waivers from, any provision of the code. You may also request a copy of the code by writing to Cowen Inc., Attn: Secretary, 599 Lexington Avenue, New York, NY 10022.
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Director Compensation Table
The following table sets forth compensation information for our non-employee directors for the year ended December 31, 2018.2020.
DirectorFees Earned
Paid in Cash
($)
Stock Awards
($)(1)
All Other
Compensation
($)
Total
Brett H. Barth187,500187,500
Katherine E. Dietze108,750108,750217,500
Steven Kotler98,75098,750197,500
Lawrence E. Leibowitz46,875140,625187,500
Jerome S. Markowitz(2)
247,500247,500
Jack H. Nusbaum(2)
187,500187,500
Douglas A. Rediker187,500187,500
Joseph R. Wright(2)
187,500187,500
Peter A. Cohen(3)
230,343383,367(4)613,710
DirectorFees Earned
Paid in Cash
($)
Stock
Awards
($)(1)
All Other
Compensation
($)(2)
Total
Brett H. Barth(3)
270,0001,098271,098
Katherine E. Dietze115,000115,000230,000
Gregg A. Gonsalves(4)
133,334100,000233,334
Steven Kotler105,000105,000210,000
Lawrence E. Leibowitz50,000150,000200,000
Margaret L. Poster100,000100,000499200,499
Douglas A. Rediker(3)
200,000200,000
(1)
Represents the aggregate grant date fair value calculated in accordance with generally accepted accounting principles, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. For information on the valuation assumptions with respect to awards made, refer to the Company’s Share-Based Compensation and Employee Ownership Plans Note in its financial statements included in its Form 10-K for the year ended December 31, 2018,2020, as filed with the SEC on March 7, 2019.3, 2021. As of December 31, 2018,2021, all outstanding stock awards held by our directors are fully vested.
(2)
Represents dividend equivalents paid on delivered RSUs.
(3)
In 2018,2020, Messrs. Barth Markowitz, Nusbaum,and Rediker and Wright elected to receive 100% of their director compensation in RSUs. Please see “Narrative Disclosure Relating to Director Compensation Table” below for additional information regarding non-employee director compensation in 2018.
(3)
Under the terms of the Supplemental Agreement described below, Mr. Cohen received a pro-rated annual retainer for his services through June 26, 2018, his last day as Chairman of the Board.2020.
(4)
All Other CompensationMr. Gonsalves received $33,334 for Mr. Cohen includes the following payments made to Mr. Cohen under the terms of the Supplemental Agreement: $244,657 representing consulting fees paid to Mr. Cohen, $89,710 representing 60% of the total cost of a car and driver and an agreed upon stipend of  $49,000.his Board service from April 2020 through June 2020.
Narrative Disclosure Relating to Director Compensation TableNARRATIVE DISCLOSURE RELATING TO DIRECTOR COMPENSATION TABLE
In 2018,2020, each of our non-employee directors received annual compensation of  $187,500. The Chairman of$200,000. Mr. Barth, the Board, Mr. Markowitz,Company’s Lead Director, received additional compensation of  $50,000. The Chair of each of the Compensation Committee, Mr. Markowitz, and the Nominating and Corporate Governance Committee, Mr. Kotler, received additional compensation of  $10,000 per annum andMs. Dietze, the Chair of the Audit Committee Ms. Dietze, received additional compensation of  $30,000 per annum. Mr. Barth, the Chair of the Compensation Committee, received additional compensation of  $20,000 per annum, and Mr. Kotler, the Chair of the Nominating and Corporate Governance Committee received additional compensation of  $10,000 per annum. For 2018,2020, a minimum of 50% of a director’s compensation was paid in the form of RSUs. In addition, each director was entitled to elect to receive any amount in excess of 50% of 20182020 compensation in the form of RSUs. The RSUs were valued using the volume-weighted average price for the 30-day period prior to our 20182020 annual meeting of stockholders. RSUs are vested and not subject to forfeiture; however, except in the event of death, the underlying shares of Class A common stock will not be delivered to the holder for at least one year from the date of grant. Dividend equivalent cash payments are made to our Directors upon the delivery of the underlying shares of Class A common stock. These equity awards are intended to further align the interests of our directors with those of our stockholders. Directors who also are employed as executive officers of the Company receive no additional compensation for their service as a director.
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In 2019,2021, each of our independent directors will receive annual compensation of  $200,000.$250,000. The compensation increase reflects the more active role the Board continues to take in Company affairs coupled with the added complexity of the Company’s business and is an effective recruiting tool for new directors. The Lead Director will continue to receive additional compensation of  $50,000. The Chair of the Audit Committee will receive additional compensation of   $30,000$35,000 per annum. The Chair of the Compensation Committee will receive additional compensation of   $20,000$25,000 per annum and the Chair of the Nominating and Corporate Governance Committee will receive additional compensation of   $10,000$20,000 per annum. A minimum of 50% of each director’s compensation

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will continue to be paid in the form of RSUs. In addition, each director will be entitled to elect to receive any amount in excess of 50% of 20192021 compensation in the form of RSUs.
Mr. Cohen’s Supplemental Agreement
On May 14, 2018, Peter A. Cohen notified the Board that he would not stand for re-election as a member of the Board at the Company’s 2018 annual meeting of stockholders.
The Company and Mr. Cohen entered into a Supplemental Agreement (“Supplemental Agreement”), which references various provisions of the Transition Agreement entered into between the Company and Mr. Cohen, dated as of November 30, 2017 (the “Transition Agreement”) that apply following the cessation of Mr. Cohen’s service as a director of the Company. Under the Supplemental Agreement, Mr. Cohen received a pro-rated annual retainer for his services through his last day as Chairman (the “Board End Date”). From the Board End Date through June 30, 2019 (the “Consulting Period”), Mr. Cohen will be available to consult with the Company’s Chief Executive Officer with respect to matters relating to the Company’s business, for which Mr. Cohen will receive a consulting fee at an annual rate of  $475,000, plus reimbursement for pre-approved direct out-of-pocket business expenses incurred in performing the consulting services. In addition, during the Consulting Period, the Company has agreed to provide Mr. Cohen with reasonably equipped private office space (or a monthly stipend in lieu of providing such office space) and secretarial support.
In addition, under the Supplemental Agreement, Mr. Cohen has agreed, for the period from May 14, 2018 through to June 30, 2021 to comply with various “standstill” provisions relating to the Company. With respect to Linkem S.p.A. (“Linkem”), under the Supplemental Agreement, Mr. Cohen will continue to serve as the Company’s designee to the board of directors of Linkem, and subject to certain conditions relating to his continued service and compliance with the Supplemental Agreement, the Company has agreed to pay to Mr. Cohen ten percent (10%) of the positive difference, if any, between the net realized profits (if any) attributable to the Company’s invested capital in Linkem as a result of the occurrence of a realization event over the value of the Company’s invested capital in Linkem as of year-end 2017. With respect to RCG Longview Management, LLC (“RCG Longview”), the Supplemental Agreement provides that Mr. Cohen’s ownership and participation in RCG Longview will not be subject to the restrictive covenants referenced in the Transition Agreement and further that, subject to certain conditions, the Company will not object to Mr. Cohen having an ownership interest in RCG Longview.
EXECUTIVE OFFICERS OF THE COMPANY
Biographies of the current executive officers of the Company are set forth below, excluding Mr. Solomon’s biography, which is included under “Directors of the Company” above. Each executive officer serves at the discretion of the Board.
John Holmes.JOHN HOLMES. Age 55.57. Mr. Holmes serves as Chief Operating Officer and serves as a member of the Management Committee of Cowen. Mr. Holmes previously served as the Company’s Chief Administrative Officer and was appointed an executive officer in May 2013. Mr. Holmes was the Head of Technology and Operations at Cowen following the merger between Cowen and Company and Ramius.Cowen Investment Management (formerly Ramius). Mr. Holmes joined RamiusCowen Investment Management in June 2006 as Global Head of Operations. Prior to joining Ramius,Cowen Investment Management, Mr. Holmes was Global Head of the Equity Product Team at Bank of America Securities. Mr. Holmes has also held senior operations management positions at Deutsche Bank, Credit Lyonnais and Kidder Peabody. His experience includes treasury, foreign exchange, equity, fixed income & derivative operations. Mr. Holmes is NASD licensed as a General Securities Representative, General Securities Principal and a Financial & Operations Principal.
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StephenSTEPHEN A. Lasota.LASOTA. Age 56.58. Mr. Lasota serves as Chief Financial Officer of Cowen and serves as a member of the Management Committee of Cowen. Mr. Lasota was appointed Chief Financial Officer in November 2009. Prior to the consummation of the business combination of Cowen Holdings and RamiusCowen Investment Management (formerly Ramius) in November 2009, Mr. Lasota was the Chief Financial Officer of Ramius LLCCowen Investment Management and a Managing Director of the Company.company. Mr. Lasota began working at RamiusCowen Investment Management in November 2004 as the Director of Tax and was appointed Chief Financial Officer in May 2007. Prior to joining Ramius,Cowen Investment Management, Mr. Lasota was a Senior Manager at PricewaterhouseCoopers LLP.
OwenOWEN S. Littman.LITTMAN. Age 46.48. Mr. Littman serves as General Counsel and Secretary of Cowen and serves as a member of the Management Committee of Cowen. Mr. Littman was appointed General Counsel and Secretary in July 2010. Following the consummation of the business combination of Cowen Holdings and RamiusCowen Investment Management (formerly Ramius) in November 2009, Mr. Littman was appointed Deputy General Counsel, Assistant Secretary and Managing Director of Cowen and General Counsel and Secretary of Ramius LLC.Cowen Investment Management. Mr. Littman began working at RamiusCowen Investment Management in October 2005 as its senior transactional attorney and was appointed General Counsel in February 2009. Prior to joining Ramius,Cowen Investment Management, Mr. Littman was an associate in the Business and Finance Department of Morgan, Lewis & Bockius LLP.
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ITEM 2 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Section 14A of the Exchange Act requires that we
PROPOSAL 2
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

The Board recommends a vote “FOR” the approval, on an advisory (non-binding) basis, of the compensation paid to our named executive officers
We provide our stockholders with the annual opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers at least once every three years. At the 2017 annual meeting, our stockholders followed the recommendation of the Board to hold an advisory vote on executive compensation every year.officers. Accordingly, the Company is seeking your vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Please note that your vote is advisory and therefore will not be binding on the Board, the Compensation Committee or the Company. However, we intend to take the voting results into consideration when making future decisions regarding executive compensation.
As discussed in the Company’s “Compensation Discussion and Analysis,” we seek to closely align the interests of named executive officers with those of the Company’s stockholders. In addition, a substantial portion of the total compensation for each named executive officer is delivered on a pay-for-performance basis and is determined in light of general economic and specific company, industry and competitive conditions. As such, we believe our compensation program provides the right balance of competitive pay and meaningful incentives to align our executives’ interests with the interests of our stockholders and enable us to retain talented executives to support our business objectives.
The Board unanimously supports the Company’s executive compensation program and recommends that stockholders vote in favor of the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 20192021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure, is hereby APPROVED.”
The Board unanimously recommends a vote FOR“FOR” the approval, on an advisory (non-binding) basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement.
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EXECUTIVE COMPENSATION — 
COMPENSATION DISCUSSION AND ANALYSIS
In addition to performing the roles and responsibilities described under “Committees of the Board —  Compensation Committee” above, our Compensation Committee, which is composed entirely of independent directors, determined the 20182020 compensation of our named executive officers:

Jeffrey M. Solomon, Chief Executive Officer;

Stephen A. Lasota, Chief Financial Officer;

John Holmes, Chief Operating Officer; and

Owen S. Littman, General Counsel and Secretary.
The above named executive officers represented all of our executive officers as of December 31, 2018.2020.

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To assist stockholders in finding important information within this Compensation Discussion and Analysis, we call your attention to the following sections:
19
21
23
23
25
27
3128
28
Compensation Determinations for 202030
Compensation Program and Payments33
Setting Compensation36
Relationship of Compensation Policies and Practices to Risk Management3237
3337
3338
3338
3338
Executive SummaryADVISORY VOTE ON EXECUTIVE COMPENSATION AND STOCKHOLDER ENGAGEMENT
The following is an executive summary of our executive officer compensation program.2020 Stockholder Outreach
Business Overview
Cowen Inc., a Delaware corporation formed in 2009, is a diversified financial services firm and, together with its consolidated subsidiaries, provides investment management, investment banking, research, sales and trading, prime brokerage, global clearing and commission management services through its two business segments:While the investment management segmentCompany received stockholder approval for both the Advisory Say on Pay vote and the investment bank segment. The investment management segment includes advisers2020 Equity Plan vote in 2020, in both cases the vote resulted in a narrow majority (55.7% and 51.2%, respectively). In light of these results, we undertook a robust outreach campaign to investment funds (including privately placed hedge funds, real estate funds,solicit stockholder feedback on our compensation policies and privateour equity structures), managed accounts, registered funds and a significant portion of the Company’s proprietary capital. The investment bank segment offers industry focused investment banking for growth-oriented companies including advisory and global capital markets origination and domain knowledge-driven research, sales and trading platform for institutional investors, global clearing and commission management services and also a comprehensive suite of prime brokerage services.
Our investment management business, which operates primarily under the Cowen Investment Management name, offers innovative investment products and solutions across the liquidity spectrum to institutional and private clients. The predecessor to this business was founded in 1994 and, through one of its subsidiaries, has been registered with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) since 1997. The Company’s investment management business offers investors access to a number of strategies to meet their specific needs including merger arbitrage, activism, health care royalties,
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private healthcare investing, private sustainable investing, and real estate. The Company’s investment management business focuses on attracting and retaining talented investment teams and providing seed capital and working capital, an institutional infrastructure, robust sales and marketing and industry knowledge. A significant portion of the Company’s capital is invested alongside the Company’s investment management clients. The Company has also invested some of its capital in its reinsurance businesses. Our investment management business had approximately $10.4 billion of assets under management as of January 1, 2019.
Our investment bank businesses include investment banking, research, sales and trading, prime brokerage, global clearing and commission management services provided primarily to institutional investor clients and other companies. Our primary target sectors (“Target Sectors”) are healthcare, technology, media and telecommunications, information and technology services, consumer, aerospace and defense, industrials, energy and transportation. We provide research and brokerage services to over 5,000 domestic and international clients seeking to trade securities and other financial instruments, principally in our target sectors. The investment bank business also offers a full-service suite of introduced prime brokerage services targeting emerging private fund managers. Historically, we have focused our investment banking efforts on small to mid-capitalization public companies as well as private companies. From time to time, the Company invests in private capital raising transactions of its investment banking clients.
2018 Performance Overview
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The Company reported economic income of  $76.1 million in 2018, an increase of  $60.3 million from the economic income of  $15.8 million reported in 2017. 2018 economic income revenue was $909 million, a 37% increase year over year.

On January 3, 2019, the Company completed the acquisition of Quarton International, a leading middle-market financial advisory firm, expanding the Company’s advisory business and creating a global, cross-border investment banking platform with significant scale.

In 2018, investment banking revenue of  $329.1 million on an economic income basis increased 47% year over year and was led by strong performance in equity underwriting and advisory activity.

Annual brokerage revenue increased $139.5 million to $452.3 million in 2018 compared to $312.8 million in 2017. The increase was primarily attributable to growthplans in the institutional brokerage and institutional services businesses, which was due in part to the acquisitionfall of Convergex in June 2017.
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As of January 1, 2019, assets under management were $10.4 billion. The $555 million decrease from January 1, 2018, was primarily due to a net redemption in some of the Company’s hedge funds and real estate strategy, partially offset by performance gains.

On an economic income basis, the compensation to revenue ratio declined from 58.2% to 55.7%.

Book value per share increased to $24.37 as of December 31, 2018, compared to $21.82 as of December 31, 2017.
Please refer to the Company’s Segment Reporting Note in its financial statements included on pages F-69 to F-73 of its Form 10-K for the year ended December 31, 2018, as filed with the SEC, and the reconciliation, attached as Annex A, for reconciliations of the non-GAAP financial measures above to their most directly comparable GAAP measures.
Advisory Vote on Executive Compensation and Stockholder Engagement
The Compensation Committee believes that2020. We contacted our executive compensation programs are effective in driving our pay-for-performance philosophy. At our 2018 annual meeting of stockholders, over 90% of shares voted (excluding broker non-votes) were in favor of the compensation of our named executive officers as disclosed in the proxy statement for the 2018 annual meeting of stockholders. The Compensation Committee considered the results of the vote to be an endorsement of the Company’s response to its continued stockholder outreach and evolving compensation practices, as described in more detail below.
Stockholder Outreach
Since 2014, we have engaged in stockholder outreach efforts regarding our compensation program. In an effort to continue to better understand our investors’ perspective and thoughts regarding our executive compensation program, a team of our senior management, including our Chief Financial Officer and General Counsel, engaged in a stockholder outreach initiative in early 2019. As part of our 2019 outreach, we contacted over twenty stockholders, including some of our largesttop 30 stockholders, who we believe collectively hold in excess of 60%an estimated 75% of our outstanding Class A common stock, which represents approximately 80%in excess of 85% of our outside stockholder base.
In early 2015, someWe received requests for engagement from 7 of the 30 stockholders, representing approximately 45% of our stockholders raised concerns over the evergreen natureoutside stockholder base.
Our outreach team, comprised of our 2010 EquityChief Financial Officer, our General Counsel, and Incentive Plan (the “2010 Plan”). We have continued to hear that concern fromour Head of Investor Relations, held virtual meetings with all of the stockholders during our subsequent stockholder outreach efforts. In addition, in 2016, some of our stockholders expressed the view that a portion of executive compensation should be performance based. Except as described above, our stockholders have expressed support for our compensation philosophy and the components of our compensation, in particular, including the fact that a significant portion of named executive officer compensation is stock-based and that our stock-based awards have significant vesting periods. None of our stockholders have voiced to us any concern about the absolute amounts of compensation awarded to any of our named executive officers or the manner in which compensation is allocated.who requested engagement.
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Compensation Practice Changes in Response to Stockholder Feedback
Following our stockholder outreach initiatives, senior managementinitiative, the outreach team discussed the feedback received from our stockholders with the Compensation Committee. Additionally, the Compensation Committee obtained feedback, advice and recommendations on improvements to our compensation program from its independent compensation consultant, Pay Governance LLC. The Compensation Committee also reviewed the Company’s performance, the compensation practices of its peers and other materials regarding executive compensation. Since our 2014 annual meeting, theThe Compensation Committee has introduced the following changes to our executive compensation program, partiallypartly in response to feedback received from our stockholders:
What We Heard from StockholdersAction Taken by Company Management and the
Compensation Committee

Concerns overWhile stockholders did not express any specific concerns with the evergreen naturelevels of compensation paid to our named executive officers, stockholders noted that more details on Cowen’s compensation process and how the 2010 Plan.
pool of compensation for management is determined would be helpful in demonstrating to stockholders that the compensation process is tied to performance and not entirely discretionary.

After careful review, decidedWe have enhanced the description in the “Compensation and Philosophy and Objectives” section below to retainprovide a more robust and detailed discussion related to the evergreen provisionCompensation Committee’s determinations related to firmwide compensation as well as the compensation of the 2010 Plan to support incentive and retention needs for the business.

Continued to carefully monitor the impact of the 2010 Plan to ensure judicious use of equity consistent with our compensation philosophy.
named executive officers.

A portionStockholders agree that Return on Common Equity, or ROCE, is an appropriate criterion for performance-based compensation but some stockholders indicated that they would like to see some form of executive compensation should be performance-based.
total shareholder return, or TSR, as an additional measure used in the determination of performance-based compensation.

As of April 2015, eliminated minimum bonus guarantees for all named executive officers.

Approved the issuance of performance share awards, or PSAs, to our named executive officers in 2016The Company added a TSR modifier as a component of 2015 year-end compensation. Additional PSAs werePerformance Shares awarded to our named executive officers in April of 2019.
2020.

No concern overStockholders also expressed a preference for our named executive officers to receive a greater amount of their compensation in the absolute amountsform of performance-based awards.
As part of 2020 compensation, awardedwe increased substantially the dollar value of Performance Shares issued to anyour Chief Executive Officer relative to 2019 award values. In addition, we increased the grant date value of Performance Share awards issued to each of our named executive officers or the manner in which compensation is allocated.

Continuedrelative to deliver compensation consistent with our compensation philosophy, the Compensation Committee’s evaluation of Company and individual performance and industry norms.

Continued to deliver a significant portion of total compensation as stock-based awards subject to long-term vesting conditions.
2019 award values.

Support for our compensation governance practices.
Stockholders were supportive of the removal of the evergreen provision from the 2010 Equity and Incentive Plan in the 2020 Equity Incentive Plan approved at the 2020 Annual Meeting of Stockholders.

In March 2015, adopted stock ownershipThe Company plans to present an amended and retention guidelines for executive officers.

In March 2015, implemented a clawback policy for executive officers with respect to performance-based compensation and annual bonus compensation paid under the Company’srestated equity and incentive plans.

Adoptedplan for stockholder approval at its 2021 Annual Meeting of Stockholders. The amended and restated equity and incentive plan will not include an annual (rather than triennial) say-on-pay vote.
evergreen provision.
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2020 PERFORMANCE OVERVIEW
The following 2020 financial performance highlights were considered by our Compensation Committee when determining named executive officer compensation for 2020:
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Record 2020 investment banking Economic Proceeds of  $729.2 million were up 108% due to higher underwriting and strategic advisory activity.

2020 brokerage revenues increased 42%, due to an increase in Institutional Brokerage, primarily Special Situation and electronic trading commission revenue and an increase in Institutional Services, primarily Prime Brokerage.

2020 management fees of  $58.2 million increased 44%, primarily due to the healthcare royalty business and our healthcare investment business.

Incentive income rose 87% to $83.4 million in 2020. This increase was primarily related to an increase in performance fees from our healthcare investments business and our activist strategy.

2020 compensation and benefits costs were $860.8 million compared to $532.4 million in 2019. The increase was due to higher 2020 revenues offset only partially by a lower economic compensation-to-proceeds ratio. The economic compensation-to-proceeds ratio was 55.6%, a decrease from 57% in the prior year period.

As of December 31, 2020, the Company had assets under management of  $12.5 billion, an increase of $1.1 billion from December 31, 2019.

As of December 31, 2020, the Company had book value of  $30.34 per common share, up from book value of  $24.77 per common share at December 31, 2019.

During 2020, the Company repurchased 3,139,751 shares for $47.3 million, or an average price of $15.07 per share under the Company’s existing share repurchase program. In addition, the Company acquired approximately $15.1 million of shares as a result of net share settlements relating to the vesting of equity awards or 866,784 shares at an average price of  $17.48 per share.

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Key Features

The Company established a quarterly dividend payment on its Class A common stock in February of 2020 with a dividend payment of  $0.04 per share. The Company increased the quarterly dividend payment to $0.08 per share in October 2020.
Please refer to the Company’s Segment Reporting Note in its financial statements included on pages F-70 to F-71 of its Form 10-K for the year ended December 31, 2020, as filed with the SEC, for reconciliations of the non-GAAP financial measures above to their most directly comparable GAAP measures.
KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM
What We Do

We pay for performance through a careful quarterly and year-end review of the Company’s financial results, stockholder return and individual performance.

We consider peer groups in establishing compensation.

The Compensation Committee considers firm-wide initiatives related to the Company’s culture, including those related to diversity and inclusion, in its compensation determinations.

We granted performance share awards, or PSAs, to named executive officers in February 2021. The PSAs are earned based on forward-looking performance metrics that consider long-term performance from 2021 through 2023. We introduced a TSR modifier to the PSAs awarded in February 2021 in response to the stockholder feedback received in 2020.

We have implemented stock ownership guidelines for our directors and executive officers.

We have double-trigger equity vesting in the event of a change in control.

We require our named executive officers to comply with reasonable restrictive covenants.

We subject our deferred bonus awards to named executive officers to a clawback policy.

We seek to maintain a conservative compensation risk profile.

The Compensation Committee retains an independent compensation consultant.

We have an anti-hedging policy, and, during 2020, all executive officers were in compliance with this policy.
What We Don’t Do

We do not pay dividend equivalents on unvested RSUs or PSAs.

We do not pay tax gross-ups on our limited perquisites.

We do not provide “single-trigger” equity vesting in the event of a change in control.

We do not provide golden parachute excise tax gross-ups.

We do not provide minimum guaranteed bonuses to our named executive officers.
COMPENSATION PHILOSOPHY AND OBJECTIVES
We are focused on building long-term value for the Company. Our named executive officers, who collectively own approximately 3.9% of our outstanding shares, are financially, strategically and philosophically aligned with our stockholders. Our intention is to base the compensation of our named executive officers on the performance of the Company, with total compensation of our named executive officers increasing or decreasing along with the performance of the Company.

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To this end, when Mr. Solomon became our Chief Executive Compensation Program
What We DoWhat We Don’t Do

We pay for performance through a careful year-end review of financial results and individual performance

We consider peer groups in establishing compensation

Meaningful annual equity awards are granted in lieu of — not in addition to — annual cash incentives

We introduced PSAs as a component of executive officer compensation in 2016. The 2016 PSAs are earned based on forward-looking performance metrics that consider long-term performance from 2016 through 2020

We granted PSAs to executive officers in April 2019. The 2019 PSAs are earned based on forward-looking performance metrics that consider long-term performance from 2019 through 2021

We have implemented stock ownership guidelines for our directors and executive officers

We have double-trigger equity vesting in the event of a change in control

We require our executive officers to comply with reasonable restrictive covenants

We subject our deferred bonus awards to executive officers to a clawback policy

We seek to maintain a conservative compensation risk profile.

The Compensation Committee retains an independent compensation consultant

We have an anti-hedging policy, and, during 2018, all executive officers were in compliance with this policy

We do not pay dividend equivalents on unvested RSUs or PSAs

We do not pay tax gross-ups on our limited perquisites

We do not provide “single-trigger” equity vesting in the event of a change in control

We do not provide golden parachute excise tax gross-ups

We do not provide minimum guaranteed bonuses to our executive officers
Compensation Philosophy and ObjectivesOfficer at the beginning of 2018, he emphasized the objective of the Company generating a mid-teens pre-tax Return on Common Equity, or ROCE, by the end of 2020. The Company not only achieved, but far exceeded this goal for the year ended December 31, 2020. Our plan is to compensate our named executive officers in a manner that will incent them to meet or exceed pre-tax ROCE in the mid-teens on a consistent basis, which we believe will create long-term value for our stockholders.
OurAccordingly, as we think about compensation for our named executive officers, our approach aims to treat our named executive officers fairly when taking into account the Company’s performance while also ensuring their retention given other opportunities that might be available to them.
Specifically, our compensation programs, including compensation of our named executive officers, are designed to achieve threethe following objectives:

Pay for Performance.Performance. A significant portion of the total compensation paid to each named executive officer is variable. Approximately 67.7% of our Chief Executive Officer’s compensation, approximately 26.7% of our Chief Financial Officer’s compensation, approximately 29.8% of our Chiefvariable and is directly tied to the Company’s Economic Operating Officer’s compensation and approximately 28.3% of our General Counsel’s compensation, in all cases in respect of 2018, was paid in deferred cash and equity, excluding long-term incentive compensation awards.Income. The amount of compensation available to be paid to our named executive officers is determined based
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on: (i) determination of the management committee compensation pool based on the Company’s performance as described in more detail below; (ii) the performance of the Company on an absolute basis and through a comparison of our results to competitor firms; (ii)(iii) an evaluation of each named executive officer’s contribution to the Company;Company, including contributions related to the revenue and (iii) hisprofitability of the Company as well as teamwork and leadership; and (iv) specific performance against individualizedindividual qualitative goals.

Annual Compensation Reflects an Informed Review of Annual Results and Judgment of the Committee.   The Company does not utilize a specific formula to arrive at compensation recommendations. The Committee considers a number of factors in its pay determinations. Given the volatility and constantly changing dynamics of the markets, we believe that it makes more sense for our business to primarily determine compensation after year-end by making a careful evaluation of the business rather than establishing formulaic pre-set goals at the start of the year. An after-the-fact review of performance allows the Company and Compensation Committee to consider the quality of earnings, the combination of absolute and relative performance, organic versus non-organic sources of revenues and profits, and collaboration between our various lines of business. A pre-set formula would not allow us to fully evaluate performance and might result in negative unintended consequences for the business and the stockholders. Final compensation determinations are made at the discretion of the Committee. We believe this discretionary approach to compensation is consistent with common market practice in the financial services sector for these same reasons. Further, although the size of the incentive compensation award is based on current fiscal year results, a portion of it is delivered in the form of RSUs that vest over time to encourage retention and further link executive pay with longer-term stock performance.

Align Named Executive Officers’ Interests with Stockholders’ Interests.Interests. Our Compensation Committee reviews each named executive officer’s performance as well as the Company’s financial results in the context of the market environment when determining year-end, performance-related compensation.compensation allotted from the management committee compensation pool. In addition, our Compensation Committee evaluated the Company’s performance compared to the performance of its peers and also considered market data onan analysis of competitive compensation levels of named executive officers at the Company’s peer firms that it received fromwas conducted by Pay Governance LLC, the independent compensation consultant to the Compensation Committee. Our Compensation Committee believes year-end, performance-related compensation should be delivered in a combination of short-term and long-term instruments. We believe that deferred cash, equity and equity-related instruments align the interests of our named executive officers with those of our stockholders, help retain key talent, and ensure that our named executive officers are focused on the long-term performance of the Company. In connection with fiscal 20182020 bonus payments, Messrs. Solomon, Lasota, Holmes and Littman received a portion of their bonus in cash a portion in deferred equity and a portion in PSAs. Mr. Solomon received a portion of his bonus in cash, RSUs, PSAs and deferred cash, in each case subject to service-based vesting requirements.cash. The Compensation Committee believes that the payment of a significant portion of an employee’s compensation in the form of equity and deferred cashperformance-based awards properly aligns the employee’s interests with those of the Company’s stockholders and effectively mitigates any risks associated with the Company’s compensation practices. Excluding long-term incentive compensation awards, approximately 67.7% of our Chief Executive Officer’s compensation, approximately 26.7% of our Chief Financial Officer’s compensation, approximately 29.8% of our Chief Operating Officer’s compensation and approximately 28.3% of our General Counsel’s compensation, in all cases in respect of 2018, was paid in deferred cash and equity.

Recruiting and Retention.Retention. We operate in an intensely competitive industry, and we believe that our success is closely related to our recruiting and retention of highly talented employees and a strong management team. We try to keep our compensation program generally competitive with industry practices so that we can continue to recruit and retain talented executive officers and employees.

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Determination
The chart below illustrates the factors considered by the Compensation Committee in its compensation determinations
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2020 COMPENSATION DETERMINATIONS
As noted above, compensation for our named executive officers is made from our management committee compensation pool. The following is a summary of the process for determining the 2020 management committee compensation pool:
Actions Taken at the Beginning of 2020

In consultation with the Compensation Committee, at the beginning of 2020, the Company established a targeted Economic Income compensation-to-revenue ratio for the year of between 56% and 57%.

The Company has set a goal of achieving mid-teens pre-tax ROCE on a consistent basis and this objective was reviewed with the Compensation Committee at the beginning of 2020. ROCE is calculated by taking the sum of the Company’s Adjusted Economic Operating Income divided by the average Common Equity of the Company during the fiscal year (with the average Common Equity for the fiscal year calculated by adding the Common Equity at the beginning of the fiscal year and the Common Equity at the end of the fiscal year and dividing by two).

Also at the beginning of the year, we established compensation guidelines for revenues generated by each of the Company’s businesses. With respect to areas of the firm that do not generate revenue, such as research and business operations, the Company set a targeted budget for compensation in these areas based on expected revenues for the year.
Actions Taken During the Course of 2020

During the year, the Compensation Committee met on a quarterly basis to review, among other things, the Company’s performance relative to the targeted Economic Income compensation-to-revenue ratio for the year.

Quarterly meetings with the Compensation Committee also provided an opportunity to discuss any changing dynamics in the markets that may affect positively or negatively the Company’s expected revenues and related compensation accruals.

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Actions Taken at the End of 2020 to Determine Compensation

At the end of 2020, compensation pools for investment banking, markets and investment management were finalized based on the revenue guidelines established at the beginning of the year, with some modifications made based on the Company’s overall strong performance for the year in each of these areas. The compensation pool for research was finalized by making adjustments to the budget established at the beginning of the year to account for higher revenues than were expected at the beginning of the year. The compensation pool for business operations was also increased from its budgeted amount to account for the Company’s overall strong performance.

Once the compensation pools were finalized, the Compensation Committee considered the amount of compensation to be included in the pool for the members of the Company’s management committee, which includes the Company’s named executive officers. This pool was determined with reference to (i) the Economic Income compensation-to-revenue ratio and (ii) the overall Economic Operating Income to Stockholders.

The Compensation Committee approved an Economic Income compensation-to-revenue ratio for 2020 of 55.6%, which was below the range established by the Compensation Committee at the beginning of 2020.

Management and the Compensation Committee believe that the compensation pool for members of the Company’s management committee, which includes the Company’s named executive officers, should be directly tied to the Company’s operating performance. Accordingly, the Compensation Committee has determined guidelines that the management committee’s participation in the Company’s Economic Operating Income should be a percentage of the total amount of Economic Operating Income, with the management committee’s incremental participation decreasing as Economic Operating Income increases.

The Company’s ROCE for the 2020 fiscal year was approximately 42.6%, well in excess of the mid-teens ROCE that the Company targeted at the beginning of the year.

As discussed further below, final compensation decisions for the Company’s named executive officers are made at the discretion of the Compensation Committee out of the available management committee compensation pool. We believe this discretionary approach to compensation is consistent with common market practice in the financial services sector, but as noted above, the pool from which discretionary compensation is determined is tied directly to the Company’s operating performance for the year. Further, although the size of incentive compensation awards is based on current fiscal year results, a portion of it is delivered in the form of equity awards that vest over time to encourage retention and further link executive pay with longer-term stock performance. In addition, a portion of incentive compensation is also delivered in the form of performance-based awards whose future value is uncertain, ultimately depending on the performance of the Company over the relevant measurement period.
The Compensation Committee considered the following collective and individual factors in the determinations made for each named executive officer in 2020:

Benefits of the Long-term Partnership Among the Named Executive OfficerOfficers. One of the key factors to the Company’s resilience during difficult times and the positioning of the Company for success over the long term has been the partnership among the Company’s named executive officers. Messrs. Solomon, Holmes, Lasota and Littman have worked together as a team for almost 15 years. During that time, they have faced significant challenges together such as the financial crisis of 2008. They helped navigate Cowen Investment Management (formerly Ramius LLC) through the financial crisis which then led to the negotiation and execution of the business combination with the Company in 2009.

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Messrs. Solomon, Holmes, Lasota and Littman have been instrumental in the transformation of the Company’s business. They have worked collaboratively on the recruitment and retention of key employees and managers across the platform and oversaw the acquisition and integration of 13 businesses. These efforts helped position the Company for its strong performance in 2020 and the expectation of achieving long-term value for its stockholders in the future.
The Covid-19 pandemic presented significant challenges in 2020 with extreme market volatility in March 2020 and the need to move quickly to a fully remote working environment. Messrs. Solomon, Holmes, Lasota and Littman’s collective efforts and leadership contributed significantly to the Company’s ability to manage the difficulties presented by the pandemic and achieve strong operating performance in 2020.
The Compensation Committee recognizes the importance of having and retaining an experienced management team like the one the Company has and, in 2020, this took on even more significance with the Covid-19 pandemic.

Revenue Generation and Drivers of Profitability. As noted below, each of our named executive officers plays an important role in revenue generation and driving profitability While this may not always be the case with a company’s named executive officers, it is the case with ours. Our named executive officers are not compensated directly based on the revenue they generate or, with respect to Messrs. Holmes, Lasota and Littman, the profitability directly attributable to their teams in business operations, but the Compensation Committee does take this into account when determining compensation for 2018the named executive officers. The Compensation Committee also considered the following individual factors in the determinations made for each named executive officer in 2020:
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Jeffrey Solomon. Mr. Solomon’s compensation reflected his significant contributions regarding the Company’s record revenue and profitability. Mr. Solomon’s compensation also reflected the enhancements to the Company’s culture and diversity and inclusion initiatives, even in a year impacted by the Covid-19 pandemic. The Committee recognized Mr. Solomon’s leadership in the Company’s successful navigation through the market volatility in early 2020 and throughout the balance of 2020 where the Company’s businesses performed well with virtually all employees working remotely as a result of the Covid-19 pandemic. Mr. Solomon helped to bring numerous clients into the Company by providing investment banking advice. Mr. Solomon also worked closely with clients in the Company’s markets division, research division and investment management division. Mr. Solomon also played a key role in capitalizing on the Company’s long-term strategy to scale businesses that will drive margin and greater operating consistency.

John Holmes. Mr. Holmes’s compensation reflected significant contributions related to the fast and effective operational response as the Covid-19 pandemic unfolded and his efforts throughout the year to ensure that employees were able to work productively while working remotely. During the periods of high market volatility in early 2020, Mr. Holmes played a leading role in managing the Company’s prime broker relationships which allowed the Company to mitigate potential losses. In addition, Mr. Holmes oversaw the introduction of multiple new revenue-generating products across the Company, established new custodial relationships and leveraged and expanded clearing and settlement capabilities to enhance product offerings. Mr. Holmes also oversaw implementation of the Company’s strategy to transition its correspondent clearing business off of the Company’s platform.

Stephen Lasota. Mr. Lasota’s compensation reflected significant contributions related to the continued enhancement of the Company’s financial reporting, despite the challenges of employees working remotely as a result of the Covid-19 pandemic. Mr. Lasota played a leading role in managing the Company’s financing sources during the periods of high market volatility in early 2020, which allowed the Company to mitigate potential losses. Mr. Lasota also plays a significant role in the Company’s

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revenue-generating captive reinsurance business. Mr. Lasota oversaw the completion of the merger of the Company’s two largest broker-dealers, substantially increasing net capital.

Owen Littman. Mr. Littman’s compensation reflected significant contributions related his efforts to ensure that the Company was complying with its legal, regulatory and corporate governance obligations as the Covid-19 pandemic unfolded. Mr. Littman’s contributions also reflected the continued enhancement of the Company’s compliance structure, including technology used to increase efficiency, and management of the Company’s outstanding litigation and regulatory matters. Mr. Littman has played and continues to play a critical role in assessing the areas where the Company can legally work with clients in the cannabis sector and those efforts have led to significant revenue-opportunities for the Company. Mr. Littman also plays a significant role in the Company’s revenue generating captive reinsurance business. Mr. Littman played a leading role in the Company’s acquisition of the investment banking business of MHT Partners. Mr. Littman also oversaw the Legal and Compliance strategic hiring process to support the Company’s growing business lines in the international markets.
At meetings held on December 10, 2018,17, 2020, January 9, 20197, 2021 and February 12, 20194, 2021 and numerous executive sessions following these meetings, the Compensation Committee considered and discussed management’s compensation recommendations for our named executive officers andother than the Chief Executive Officer. After the Compensation Committee approved management’s recommendations. In determiningdetermined the annual bonusmanagement compensation and long-term incentive compensation payable to each of our named executive officerspool for 2018,2020 as described above, the Compensation Committee reviewed andthen considered the financial performance of the Company as a whole and each individual business unit compared to 2017 and the Company’s compensation to revenue ratio which, for the year ended December 31, 2018, was 55.7%, which the Compensation Committee viewed as reasonable given the performance of the Company during 2018. The Compensation Committee also considered each named executive officer’sofficers’ collective and individual contributions to the Company’s growthstrategic initiatives and leadership in 2018;2020; historical compensation information for each named executive officer; the Company’s desire to retain and incentivize its named executive officers; the recommendations of Mr. Solomon, our Chief Executive Officer, regarding total compensation of our named executive officers (other than the Chief Executive Officer)himself); the financial performance of the Company during 20182020 compared to comparable public companies and other companies in the securities industry; a review of public filings and other market data regarding total compensation paid by certain peer investment banks and asset management companies; and base salary, cash bonus, equity awards and all other compensation paid by the compensation peer group.
The Compensation Committee considered Upon consideration of these factors the following achievements in 2018 when making its determination of named executive officer compensation:

The Company achieved a 12.1% Return on Common Equity, or ROCE, on an economic operating income basis in 2018 compared to 3.1% in 2017.

Markets revenue, which included brokerage, financing and other revenue, increased to $476.7 million in 2018 from $323.9 million in 2017.

Advisory revenue increased 95.4% organically in 2018 to $81.7 million.

The Company acquired Quarton International, a leading middle-market financial advisory firm, expanding the Company’s advisory business and creating a global, cross-border investment banking platform with significant scale.

The Company improved revenue diversification in its investment banking business and formed a strategic alliance with Intrepid Partners.

The Company positioned the investment management platform towards strategies that are salable, scalable and reflect Cowen’s DNA, such as the private healthcare investment management strategy.

The Company exited certain non-core investment strategies, included seed strategies and aircraft finance.
Please refer to the Company’s Segment Reporting Note in its financial statements included on pages F-70 to F-74 of its Form 10-K for the year ended December 31, 2018, as filed with the SEC, and the reconciliation attached as Annex A, for reconciliations of the non-GAAP financial measures above to their most directly comparable GAAP measures.
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The Compensation Committee also considered the following individual factors in the determinations made for each named executive officer in 2018:

Jeffrey Solomon.   Mr. Solomon’s compensation reflected the Company’s significant improvement in economic income compared to the prior year. His compensation was also influenced by his significant contributions regarding the continued enhancement and growth of the Company’s business, including the substantial growth of the business through the acquisitions of Convergex and Quarton International.

John Holmes.   Mr. Holmes’s compensation reflected the Company’s significant improvement in economic income compared to the prior year. His compensation also reflected significant contributions related to the continued enhancement of the Company’s procedures relating to operational risk oversight and management of fixed and variable expenses across the Company. Mr. Holmes played a leading role in negotiating and implementing the acquisition of Quarton International. Mr. Holmes also played a significant role in the continued integration of Convergex onto the Cowen platform. Mr. Holmes also played a significant role in managing the Company’s business operations.

Stephen Lasota.   Mr. Lasota’s compensation reflected the Company’s significant improvement in economic income compared to the prior year. Mr. Lasota played a significant role in the continued integration of Convergex onto the Cowen platform and in the acquisition of Quarton International. Mr. Lasota also played a significant role in managing the Company’s business operations.

Owen Littman.   Mr. Littman’s compensation reflected the Company’s significant improvement in economic income compared to the prior year. His compensation also reflected significant contributions related to the continued enhancement of the Company’s compliance structure, management of the Company’s outstanding litigation and regulatory matters as well as his focus on the Company’s legal disclosure and corporate governance procedures. Mr. Littman played a leading role in negotiating the terms of the transactions completed by the Company in 2018, including the acquisition of Quarton International. Mr. Littman also played a significant role in managing the Company’s business operations.
The Compensation Committee approved discretionary annual bonusesthe Chief Executive Officer’s recommendations for each of ourthe named executive officers after review and consideration ofdetermined the above factors.
After determining the aggregate cash values of annual bonuses payable to each of our named executive officers in respect of fiscal 2018, the Compensation Committee considered the percentage of the annual bonus compensation that each of our named executive officers would receive in the form of deferred awards. Jeffrey Solomon,total pay for our Chief Executive Officer, developed a proposal for the allocation of annual bonus compensation among the cash, deferred cash and equity components for Messrs. Holmes, Lasota and Littman. The Compensation Committee discussed and ultimately approved the proposal and established an allocation for Mr. Solomon. Excluding long-term incentive compensation awards, approximately 67.7% of our Chief Executive Officer’s compensation in respect of 2018, approximately 26.7% of our Chief Financial Officer’s compensation, approximately 29.8% or our Chief Operating Officer’s compensation and 28.3% of our General Counsel’s compensation in each case, in respect of 2018, was paid in deferred cash and equity.
To eliminate the impact that a short-term significant price change in the market value of our Class A common stock may have on the number of RSUs that are intended to be delivered to an employee, the Compensation Committee approved valuing the RSUs using the volume-weighted average price for the 30 trading days ended January 18, 2019, which equaled $14.08 per share. Deferred cash and RSUs relating to fiscal 2018 annual bonuses were awarded to our named executive officers in February 2019. RSUs and deferred cash awards will vest with respect to 12.5% on September 1, 2019, 12.5% on May 15, 2020, 25% on May 15, 2021, 25% on May 15, 2022 and 25% on May 15, 2023.COMPENSATION PROGRAM AND PAYMENTS
The Company issued a long-term incentive compensation award in the form of performance shares to its named executive officers in April 2019 (the “2019 PSAs”). The 2019 PSAs that were awarded cover a three-year performance period through 2021. The performance goals for the performance shares are described below on page 30.
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Frequency of Say-on-Pay Vote
Consistent with the preference expressed by our stockholders at our 2017 Annual Meeting of Stockholders, the Board decided that the Company will include an advisory vote to approve the compensation of our named executive officers in our proxy materials every year until the next required advisory vote to approve the frequency of an advisory vote on executive compensation, which will occur no later than our 2023 annual meeting.
Compensation Program and Payments
The Company’s compensation program and payments for its executive officers includes base salary, annual bonus compensation and long term incentive compensation.
Base Salary
The purpose of base salary is to provide a set amount of cash compensation for each named executive officer that is not variable in nature and is generally competitive with market practices. We seek to limit the base salaries of our named executive officers such that a significant amount of their total compensation is contingent upon the performance of the Company and the named executive officer during the fiscal year. This was consistent with standard practice within the securities and asset management industries and we believe this allowed us to reward performance.
In 2018, and consistent with 2017 and 2016,2020 Mr. Solomon received a base salary of  $950,000$1,000,000 and each of Messrs. Lasota, Holmes and Littman received a base salary of $500,000. For 2019, the$700,000.
Annual Cash Bonus
The Compensation Committee increased the base salariesapproved annual cash bonus amounts for each of Messrs. Holmes, Lasota and Littman to $700,000.
Annual Bonus Compensation
A significant portion of total compensation our named executive officers are eligible to receive is inafter review and consideration of the formabove factors and within the scope and confines of an annual bonus. the established management committee compensation pool.

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Annual cash bonuses are determined based on an informed judgment with final amounts determined at the discretion of the Committee.Committee within the confines of the established management committee compensation pool. This is consistent with our view that a significant portion of compensation paid is to be based on the performance of the Company and of each named executive officer. Given the volatility
In 2020, Mr. Solomon received a cash bonus of  $13,000,000, Mr. Lasota received a cash bonus of  $4,847,295, Mr. Holmes received a cash bonus of  $5,347,295 and constantly changing dynamicsMr. Littman received a cash bonus of  the markets, we believe that it makes more sense for our business to determine compensation after year-end by making a careful evaluation of the business rather than establishing formulaic pre-set goals at the start of the year. We also believe this discretionary approach to compensation is consistent with common market practice in the financial services sector. $4,847,295.
Deferred Compensation
The annual bonus is typically paid partially in cash, and partially in deferred cash and partially in equity. The deferred cash and equity components of the annual bonus are paid in lieu of, not in addition to, a cash payment and are subject to service-based vesting conditions. The Compensation Committee believes that the practice of paying a portion of each named executive officer’s annual bonus in the form of deferred cash and equity awards is consistent with compensation practices at our peer companies and is a useful tool to continue aligning the long-term interests of our named executive officers with the interests of our stockholders.
[MISSING IMAGE: tv519655_chrt-pie.jpg]After determining the aggregate cash values of annual bonuses payable to each of our named executive officers in respect of fiscal 2020, the Compensation Committee considered the percentage of the annual bonus compensation that each of our named executive officers would receive in the form of deferred awards. Jeffrey Solomon, our Chief Executive Officer, developed a proposal for the allocation of annual bonus compensation among the cash and PSAs awarded to Messrs. Holmes, Lasota and Littman. The Compensation Committee discussed and ultimately approved the proposal and established an allocation of deferred cash, PSA and RSU awards for Mr. Solomon. The Compensation Committee awarded Mr. Solomon RSUs and deferred cash in addition to the PSAs awarded to the other named executive officers because (i) his compensation was significantly higher than that of the other named executive officers and (ii) in general, the Company deferred less in 2020 as a result of the Company’s strong performance.
Deferred Cash Awards
Deferred cash awards relating to fiscal 2020 annual bonuses were awarded to our named executive officers in February 2021. Only Mr. Solomon received a deferred cash award in the amount of  $ 4,624,860. Mr. Solomon’s deferred cash award will vest with respect to 25% on November 15, 2021, 25% on November 15, 2022, 25% on November 15, 2023 and 25% on November 15, 2024.
Restricted Stock Units (“RSUs”)
RSUs relating to fiscal 2020 annual bonuses were awarded to our named executive officers in February 2021. RSUs will vest with respect to 25% on December 1, 2021, 25% on December 1, 2022, 25% on December 1, 2023 and 25% on December 1, 2024. To eliminate the impact that a short-term significant price change in the market value of our Class A common stock may have on the number of RSUs that are intended to be delivered to an employee, the Compensation Committee approved valuing the RSU grants using the volume-weighted average price for the 30 trading days ended January 13, 2021, which was the day prior to the date that compensation was first communicated to the Company’s employees. The grant date value of the RSUs equaled $26.32 per share. In 2020, Mr. Solomon received an award of 175,717 RSUs. Messrs. Holmes, Lasota and Littman received 100% of their deferred compensation in the form of PSAs.
Performance Share Awards (“PSAs”)
In 2020, the Compensation Committee determined that the relative mix of performance share awards, or PSAs, to other compensation granted to the named executive officers should be higher than in 2019, and each named executive officer should receive a higher dollar amount of PSAs compared to what they received in
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2019. In 2018, Mr. Solomon received an annual bonus of  $7,800,000, consisting of a cash bonus of $1,875,000, a deferred equity award of  $2,265,000 and a deferred cash based award of  $3,660,000. In 2018, Mr. Lasota received an annual bonus of  $2,400,000, consisting of a cash bonus of  $1,625,000, a deferred equity award of  $265,000 and a deferred cash based award of  $510,000. In 2018, Mr. Holmes received an annual bonus of  $2,600,000, consisting of a cash bonus of  $1,675,000, a deferred equity award of  $325,000 and a deferred cash based award of  $600,000. In 2018, Mr. Littman received an annual bonus of $2,500,000, consisting of a cash bonus of  $1,650,000, a deferred equity award of  $295,000 and a deferred cash based award of  $555,000.
Long Term Incentive Compensation
Long-term incentive compensation includes RSU rights granted in 2018, RSU rights granted in 2017 and PSAs granted in 2016. The PSAs granted in 2016 cover performance periods extending from 2016 through 2020 as described below. In 2019, the Company made another long-term incentive grant of PSAs to the named executive officers, which covers a performance period through December 31, 2021.
In 2018, the Compensation Committee awarded Messrs. Holmes, Lasota and Littman RSU Rights as a component of 2018 long-term incentive compensation. The RSUs issued pursuant to the RSU Rights will vest either in full on March 10, 2022 or in four equal installments on December 1, 2018, December 1, 2019, December 1, 2020 and December 1,February 2021, as described in the “Grant of Plan Based Awards” table below.
In 2016, the Compensation Committee introduced the issuance of PSAs to our named executive officers in connection with 2015 year-end compensation, and in April 2019, made a second PSA grant to our named executive officers, covering performance through December 31, 2021. These PSAs are intended to directly align the interests of our named executive officers with those of our stockholders by directly tying the value of the award to the Company’s average return on equity (for 2016 PSAs) or common equity (for 2019 PSAs), both of which are key operational metrics of performance that the Company and its investors track on a regular basis, during three-year performance periods. The three-year performance periods are designed to provide management an incentive to focus on our strategic direction and long-term value creation.
2016 PSAs
The PSAs awarded in March 2016 as a component of 2015 compensation cover a five-year period through 2020. Each 2016 PSA grant is composed of three identical tranches tied to a three-year AROE performance period as follows: Tranche 1 — 2016 through 2018, Tranche 2 — 2017 through 2019, and Tranche 3 — 2018 through 2020.
[MISSING IMAGE: tv519655_chrt-psa.jpg]
In March 2016, the Company entered into a performance shares award agreement, or PSA Agreement, with each of our named executive officers. Under the terms of the PSA Agreement, each named executive officer was awarded three tranches of performance share awards, or PSAs, based on the attainment of certain performance metrics. Each trancheMr. Solomon received 66,500  PSAs, and each of Messrs. Lasota, Holmes and Littman received 17,200 PSAs. The grant date value of the PSA awards represents 175% of Mr. Solomon’s base salary and approximately 65% of each of Messrs. Lasota, Holmes and Littman’s base salary. The Compensation Committee approved valuing the PSA grants using the same grant date value as the RSUs, or $26.32 per share. The PSAs awarded wasare subject to a three-year performance period.period and are scheduled to vest on December 31, 2023. At the end of eachthe performance period, the PSAs will be multiplied by an applicable percentage (set forth below) based on the Company’s AROE, and, as describedAROCE. If the Company’s performance is below the specified threshold, no shares will be delivered to the named executive officers. The resulting number of attained RSUs will then be subject to a multiplier based on the Company’s total shareholder return, or TSR, relative to other companies in the S&P SmallCap 600 Financial Sector Index, or the Index.
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AROE will be calculated by taking the sum of the Company’s Adjusted Economic Income during each of the fiscal years during the performance period and dividing by the average Equity of the Company during each such fiscal year (with Equity meaning common equity of the Company (excluding the value of the Company’s deferred tax assets) and the average Equity for each fiscal year being calculated by adding the Equity at the beginning of such fiscal year and the Equity at the end of such fiscal year and dividing by two), and dividing such amount by three. For the purposes of calculating AROE, Adjusted Economic Income means, with respect to each fiscal year during a performance period, the Company’s Economic Income (as reported in the Company’s Annual Report on Form 10-K), as adjusted for the following: (i) expenses associated with the outstanding copyright infringement litigation matter pending as of the grant date shall be excluded, (ii) expenses greater than one million dollars associated with strategic initiatives undertaken by the Company shall be amortized over a five year period as opposed to being expensed in the period in which they are incurred and (iii) adjustments resulting from changes in an existing, or application of a new, accounting principle that is not applied on a fully retrospective basis shall be excluded.
At the end of each performance period, the PSAs will be multiplied by the percentages set forth below based on the Company’s AROE with respect to such performance period with the resulting number of PSAs referred to as the preliminary PSAs:
AROE Performance Scale
Performance Level*AROEPayout Rate
Below ThresholdBelow 5%0% Payout
Threshold5%50% Payout
Above Threshold7.5%75% Payout
Target10%100% Payout
Maximum (capped)12%150% Payout
*
Payout for performance within each performance level shown above will be interpolated.
The number of PSAs that become vested and settled at the end of each performance period will equal the product of the preliminary PSAs and the applicable total shareholder return (TSR) modifier, as set forth below, determined based on the Company’s TSR during the performance period versus the TSR of the companies comprising the Index (adjusted as set forth in the award agreement), as of the first day of each performance period for the same period.
TSR Modifier
Relative TSR PositionModifier*
25th percentile and below
0.8
50th percentile
1.0
75th percentile and above
1.2
*
The relative TSR and resulting modifier will be interpolated between the 25th percentile and below and the 75th percentile. The relative TSR position will be calculated using the following formula where N is the total number of companies in the Index including the Company and R is the Company’s ranking compared to the Index: N-R/N-1.
The Compensation Committee decided to measure performance both on a relative basis compared to the Index, as well as on an absolute basis to balance the desire to reward relatively superior performance, while recognizing the difficulty of constructing a peer group of comparable middle-market investment banks with material asset management operations and seeking to reward the named executive officers for creating overall stockholder value. The Compensation Committee established the AROE and TSR measurements for earning the PSAs with the intent that the PSAs would only reward recipients for strong long-term performance, with the full number of PSAs being earned only if we significantly outperform the
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companies comprising the Index and historical TSR. AROE was selected because increasing profitability and making efficient use of capital are key priorities for the Company. Relative TSR was selected because it shows the returns the Company is providing to its stockholders in relation to a broad index of financial services companies.
The number of performance share awards granted to each of our named executive officers is shown in the table below:
2016 PSA Awards
Tranche 1(1)
Tranche 2(2)
Tranche 3(3)
Jeffrey M. Solomon29,16729,16729,166
Stephen A. Lasota25,00025,00025,000
John Holmes25,00025,00025,000
Owen S. Littman25,00025,00025,000
(1)
Valued at $14.12 per share. Earned Tranche 1 PSAs were scheduled to vest on March 8, 2019, however the Company’s performance during the relevant performance period for the Tranche 1 PSAs was below the threshold. As a result, the payout on the Tranche 1 PSAs was 0%. Accordingly, no shares of Company stock were issued to the holders of the Tranche 1 PSAs.
(2)
Valued at $14.80 per share. Tranche 2 PSAs will vest on March 10, 2020.
(3)
Valued at $14.96 per share. Tranche 3 PSAs will vest on December 31, 2020.
2019 PSAs
In April 2019, the Company entered into a performance shares award agreement, or 2019 PSA Agreement, with each of our named executive officers. Under the terms of the 2019 PSA Agreement, each named executive officer was awarded PSAs, based on the attainment of certain performance metrics. Mr. Solomon received 56,000 2019 PSA Awards and each of Messrs. Lasota, Holmes and Littman received 35,000 2019 PSA awards. The PSAs awarded are subject to a three-year performance period and are scheduled to vest on December 31, 2021. At the end of the performance period, the PSAs will be multiplied by an applicable percentage (set forth below) based on the Company’s AROCE as described below.
We recently introduced Economic Operating Income as a measure we use when evaluating the performance of our business. Economic Operating Income represents Economic Income before depreciation and amortization expenses. This allows us to measure performance of the business without the effects of depreciation and amortization expenses that can vary period to period as a result of acquisitions. As a result, we think this is a more appropriate measure to use for our performance share awards. We set the target AROCE level by looking at our historical performance and forecasted future performance with the objective of improving the overall performance of the business to achieve an AROCE at or above 10% on a consistent basis.
AROCE will be calculated by (i) taking the sum of the Company’s Adjusted Economic Operating Income less the payment of dividends on the Company’s outstanding preferred stock during each of the fiscal years during the Performance Period divided by the Averageaverage Common Equity of the Company during of the each such fiscal year (with the average Common Equity for each fiscal year calculated by adding the Common Equity at the beginning of such fiscal year and the Common Equity at the end of such fiscal year and dividing by two) and (ii) dividing thesuch sum by three. For the purposes of calculating AROCE, Economic Operating Income means, with respect to each fiscal year during a performance period, the Company’s Economic Operating Income (as reported in the Company’s Annual Report on Form 10-K) as adjusted for the following: (i) expenses greater than one million dollars associated with strategic initiatives undertaken by the Company shall be amortized over a five year period as opposed to being expensed in the period in which they are incurred, (ii) adjustments resulting from changes in an existing, or application of a new, accounting principle that is not applied on a fully retrospective basis shall be excluded and (iii) other
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extraordinary items of income or loss may be excluded at the discretion of the Compensation Committee of the Board of Directors of the Company. At the end of the performance period, the PSAs will be multiplied by the percentages set forth below based on the Company’s AROCE with respect to such performance period:
AROCE Performance Scale
Performance Level*AROCE3-Year AROCE**Payout RateRate***
Below ThresholdBelow 8%0% Payout
Threshold8%50% Payout
Target10%100% Payout
Above Target12%150% Payout
Maximum (capped)Greater than 15%200% Payout
*
Payout for performance between the Threshold and the Maximum will be interpolatedinterpolated.
**
While the Company’s ROCE in 2020 was substantially above the Target rate, the Compensation Committee sets the AROCE Performance Scale based on the objective of achieving consistent pre-tax mid-teen ROCE returns over the three year performance period covered by the PSAs. Accordingly, there may be outliers in performance, both positive and negative, during the three year performance period, but the PSAs are structured to reward the Company’s executive officers for meeting the pre-tax mid-teen ROCE return over the long-term, which we believe leads to long-term shareholder value creation.
***
Payout in excess of 120% for the 2020 PSAs will be settled in cash.
The number of PSAs that become vested and settled at the end of the performance period will equal the product of the preliminary PSAs and the applicable total shareholder return (TSR) modifier, as set forth below, determined based on the Company’s TSR during the performance period versus the TSR of the companies comprising the Index (adjusted as set forth in the award agreement), as of the first day of each performance period for the same period.
3-Year TSR Modifier
Relative TSR PositionModifier*
25th percentile and below0.9
50th percentile1.0
75th percentile and above1.1

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*
The relative TSR and resulting modifier will be interpolated between the 25th percentile and below and the 75th percentile. The relative TSR position will be calculated using the following formula where N is the total number of companies in the Index including the Company and R is the Company’s ranking compared to the Index: N-R/N-1.
FREQUENCY OF SAY-ON-PAY VOTE
Consistent with the preference expressed by our stockholders at our 2017 Annual Meeting of Stockholders, the Board decided that the Company will include an advisory vote to approve the compensation of our named executive officers in our proxy materials every year until the next required advisory vote to approve the frequency of an advisory vote on executive compensation, which will occur no later than our 2023 annual meeting.
Setting Compensation
The Compensation Committee is responsible for approving the compensation paid to our named executive officers as well as certain other highly compensated employees. In making compensation determinations, the Compensation Committee reviews information presented to them by the Company’s management, compensation peer group information and the recommendations of an independent compensation consultant engaged by the Compensation Committee. The Compensation Committee also reviews our compensation-to-revenue ratio on a quarterly basis and may adjust the targeted compensation-to-revenue ratio in order to maintain the Company’s compensation philosophy of aligning the interests of our named executive officers and our stockholders.
Involvement of Executive Officers
Mr. Solomon, our Chief Executive Officer, in consultation with our Chief Financial Officer, our General Counsel, our Chief Operating Officer and employees in our Human Resources department, assists the Compensation Committee in making compensation determinations. These individuals prepare information that is provided to, and reviewed by, the Compensation Committee and the Chief Executive Officer makes recommendations to the Compensation Committee for their consideration. Such information and recommendations include, among other things, recommendations for the percentage of the Company’s Economic Operating Income that should be allocated to the management committee compensation pool, the compensation that should be received by the named executive officers (other than himself) and certain other highly compensated employees; financial information regarding the Company that should be reviewed in connection with compensation decisions; the firms to be included in a compensation peer group; and the evaluation and compensation process to be followed by the Compensation Committee. Our Chief Executive Officer is often invited to participate in Compensation Committee meetings; however, he recuses himself from all discussions regarding his own compensation.
Compensation Consultant
The Compensation Committee exercised its sole authority pursuant to its charter to directly engage Pay Governance LLC. Pay Governance LLC was retained by the Compensation Committee to provide advice, analysis, and assessment of alternatives related to the amount and form of executive compensation. Pay Governance LLC reviewedprepared certain Compensation Committee presentation materials (including the peer group data described below) during November and December 20182020 and early 20192021 at the request of the Compensation Committee. The Compensation Committee meets with Pay Governance LLC from time to time without management present.
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The Compensation Committee has assessed the independence of Pay Governance LLC pursuant to SEC and NASDAQ rules and concluded that no conflict of interest exists that would prevent Pay Governance LLC from independently representing the Compensation Committee. The Compensation Committee reviewed and was satisfied with Pay Governance LLC’s policies and procedures to prevent or mitigate conflicts of interest and that

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there were no business or personal relationships between members of the Compensation Committee and the individuals at Pay Governance LLC supporting the Compensation Committee.
Compensation Peer Group
The Compensation Committee, with the assistance of its independent compensation consultant, annually identifies a compensation peer group of firms with which we compete for executive talent. As a middle-market investment bank with material asset management operations, we believe there are few other companies that are directly comparable to Cowen. Our peer group includes investment banks with revenues and market capitalizations similar to ours as well as companies with significant asset management operations. In making compensation decisions for 2018,2020, our Compensation Committee reviewed compensation information for similarly titled individuals at comparable companies gathered from public filings made in 20182020 related to 20172019 annual compensation and from subscriptions for other market data. In instances where an employee has responsibilities for both the investment banking and investment management businesses, both investment banking and investment management companies were utilized. At the request of the Compensation Committee, Pay Governance LLC provides the Compensation Committee with information from peer firms identified in the most recent ISS Research Report as well as compensation data from other firms of similar size. For 2018,2020, Pay Governance provided the Compensation Committee with peer group compensation data of B. Riley Financial, Evercore Partners Inc., Greenhill & Co., Inc., Houlihan Lokey, Inc., Jefferies Group, JMP Group, Lazard Ltd., JMP Group, Moelis & Company, Piper Jaffray Companies, Stifel Financial Corp., Jefferies Group, Oppenheimer & Co. Inc., Piper Sandler Companies, PJT Partners, Raymond James Financial, Houlihan Lokey, Inc. and PJT Partners.Stifel Financial Corp. The Compensation Committee believes that information regarding pay practices at comparable companies is useful in two respects. First, as discussed above, we recognize that our pay practices must be competitive in our marketplace. By understanding the compensation practices and levels of the Company’s peer group, we enhance our ability to attract and retain highly skilled and motivated executives, which is fundamental to the Company’s success. Second, this data is one of the many factors the Compensation Committee considers in assessing the reasonableness of compensation. Accordingly, the Compensation Committee reviewed trends among these peer firms and considered this data when determining our named executive officers’ 20182020 annual bonuses and other compensation, but did not utilize the peer firm compensation as a sole benchmark for determining executive compensation.
Relationship of Compensation Policies and Practices to Risk ManagementRELATIONSHIP OF COMPENSATION POLICIES AND PRACTICES TO RISK MANAGEMENT
The Board has discussed whether our compensation policies are reasonably likely to have a material adverse effect on our results. The Board noted that, consistent with our performance-based model, many of our employees receive a significant portion of their compensation through discretionary compensation tied to their individual or business unit performance, or a combination thereof. The Board noted that a lower portion of the Company’s revenues are derived from proprietary trading businesses and that a significant portion of many employees’ compensation is provided in the form of deferred compensation that vests over time, which has the effect of tying the individual employee’s long-term financial interest to the firm’s overall success. The Board believes that this helps mitigate the risks inherent in our business.
The Board noted that our risk management team continuously monitors our various business groups, the level of risk they are taking and the efficacy of potential risk mitigation strategies. Senior management also monitors risk and the Board is provided with data relating to risk at each of its regularly scheduled meetings. The ChiefHead of Risk Officer meets regularly with the Board to present his views and to respond to questions. For these reasons, the Board believes that our overall compensation policies and practices are not likely to have a material adverse effect on us.
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Clawback PolicyCLAWBACK POLICY
In March 2015, the Company adopted a clawback policy that allows the Company to recover incentive compensation from any executive officer if that executive officer engages in intentional misconduct that caused or contributed to a restatement of the Company’s financial results. In the event of a restatement, a committee consisting of the non-management members of the Board (the “Independent Director Committee”) will review the

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performance-based compensation and annual bonus compensation paid in the form of both cash and equity under the Company’s equity and incentive plans to any such executive (the “Awarded Compensation”). If the Independent Director Committee determines, in good faith, that the amount of such performance-based compensation or annual bonus actually paid or awarded to any such executive officer would have been a lower amount had it been calculated based on such restated financial statements (the “Actual Compensation”) then the Independent Director Committee shall, subject to certain exceptions, seek to recover for the benefit of the Company the after-tax portion of the difference between the Awarded Compensation and the Actual Compensation. The clawback policy does not apply to equity-based compensation granted before March 16, 2015.
Executive Officer Stock Ownership GuidelinesEXECUTIVE OFFICER STOCK OWNERSHIP GUIDELINES
The Company adopted stock ownership guidelines on March 18, 2015 that require the Company’s executive officers to hold Company stock or RSUs within the later of the adoption of the policy or five years of being designated as an executive officer. All named executive officers are in compliance with the stock ownership guidelines, which are set forth below.
Chief Executive Officer8× Base Salary$7,600,000Chief Executive Officer8× Base Salary$8,000,000
Other Executive Officers3× Base Salary$2,100,000Other Executive Officers3× Base Salary$2,100,000
Anti-Hedging PolicyANTI-HEDGING POLICY
In order to support alignment between the interests of stockholders and employees, the Company maintains an anti-hedging policy that prohibits the “short sale” of Company securities. The policy prohibits employees from trading in options, warrants, puts and calls or similar instruments on Company securities. We allow directors and executive officers to hold up to 50% of their Company stock in a margin account. During 2018,2020, all named executive officers were in compliance with this policy.
PerquisitesPERQUISITES
The Company provides certain perquisites, including reimbursement of group term life and long-term disability insurance and tax and financial planning expenses to certain members of senior management, including Messrs. Solomon, Lasota and Holmes.
EMPLOYMENT AGREEMENTS
Each of our named executive officers is party to an employment agreement with the Company. The Compensation Committee views the employment agreements as an important tool in achieving our compensation objective of recruiting and retaining talented employees and a strong management team. The severance and change-in-control arrangements provided by the employment agreements are intended to retain our named executive officers and to provide consideration for certain restrictive covenants that apply following a termination of employment. None of our named executive officers have minimum guaranteed bonuses in their employment agreements.
TAX AND ACCOUNTING IMPACT AND POLICY
The financial and income tax consequences to the Company of individual executive compensation elements are important considerations for the Compensation Committee when analyzing the overall design and mix of compensation. The Compensation Committee seeks to balance an effective compensation package for our named executive officers with an appropriate impact on reported earnings and other financial measures.
In designing our compensation and benefit programs, we review and consider the accounting implications of our decisions, including the accounting treatment of amounts awarded or paid to our executives.

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In general, Section 162(m) of the Code generally denies a publicly held corporation a deduction for federal income purposes for compensation in excess of  $1 million per year paid to certain “covered employees.” As in prior years, the Compensation Committee will continue to take into account the tax and accounting implications (including with respect to the expected lack of deductibility under the revised Section 162(m)) when making compensation decisions, but reserves its right to make compensation decisions based on other factors as well if the Compensation Committee determines it is in its best interests to do so. The Compensation Committee may, from time to time, design programs that are intended to further our success, including by enabling us to continue to attract, retain, reward and motivate highly-qualified executives that may not be deductible as a result of the limitations on deductibility under Section 162(m).
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and has recommended to the Board the inclusion of the Compensation Discussion and Analysis in the Form 10-K and in the definitive proxy statement for our 2021 Annual Meeting of Stockholders.
Compensation Committee of the Board of Directors of Cowen Inc.
Brett H. Barth, Chair
Lawrence E. Leibowitz
Margaret L. Poster
Douglas A. Rediker
Summary Compensation Table
The following table sets forth compensation information for our named executive officers in 2020.
Name & Principal
Position
YearSalary
($)
Bonus
($)(1)
Stock
Awards
($)(2)
All Other
Compensation
($)
Total
($)
Jeffrey M. Solomon
Chief Executive
Officer
20201,000,00013,000,0003,157,1151,833,388(3)18,990,503
2019950,0001,300,0003,588,2501,640,5637,478,814
2018950,0001,875,0001,053,4811,210,3765,088,857
Stephen A. Lasota
Chief Financial Officer
2020700,0004,847,295899,110373,870(3)6,820,275
2019700,0001,212,500854,236353,3583,120,094
2018500,0001,625,000396,485311,6522,833,137
John Holmes
Chief Operating Officer
2020700,0005,347,295927,220386,842(3)7,361,357
2019700,000927,220926,630361,1373,235,267
2018500,0001,675,000515,193311,6523,001,845
Owen S. Littman
General Counsel and Secretary
2020700,0004,847,295899,110366,686(3)6,818,910
2019700,0001,212,500890,424351,9553,154,879
2018500,0001,650,000396,485311,6522,858,137
(1)
The amounts in this column reflect cash bonuses paid to the named executive officers in 2021 from the bonus pool established in respect of performance during the 2020 year.
(2)
The entries in the stock awards column reflect the aggregate grant date value of the RSU and PSA awards granted in 2020 in connection with 2019 performance in accordance with FASB ASC 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The value of the PSA awards reflects the grant date value of the awards based on the target level of performance, which is less than the maximum possible value. The grant date value of the PSA awards assuming that the highest level of the applicable performance conditions will be achieved is $1,774,440 for Mr. Solomon.Solomon and $1,117,240 for Messrs. Lasota, Holmes and Littman, respectively. For information on the valuation assumptions with respect to awards made, refer to the Company’s Share-Based Compensation and Employee Ownership Plans Note in its financial statements included in its Form 10-K for the year ended December 31, 2020, as filed with the SEC.

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(3)
Other compensation includes:
Other Compensation ($)Jeffrey M.
Solomon
Stephen A.
Lasota
John
Holmes
Owen S.
Littman
Vested Deferred Cash Awards1,773,575363,983380,698369,802
Dividend Equivalents10,5722,6922,7532,703
Tax and Financial Planning49,2417,1953,391
GRANTS OF PLAN BASED AWARDS
The following table provides information regarding grants of compensation-related, plan based awards made to the named executive officers during fiscal year 2020. These awards are also included in the Summary Compensation Table above.
Corporate
Action
Date
Threshold
(#)
Target
(#)
Maximum
(#)
Estimated
Future
Payouts
Under
Equity
Incentive
Plan Awards(1)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(2)
Grant Date
Fair Value
of Stock
Awards
($)(3)
Jeffrey M. Solomon2/19/20201/16/2020129,9312,269,895
7/1/20202/10/202027,00054,000108,000887,220
Stephen A. Lasota2/19/20201/16/202019,490340,490
7/1/20202/10/202017,00034,00068,000558,620
John Holmes2/19/20201/16/202021,099368,600
7/1/20202/10/202017,00034,00068,000558,620
Owen S. Littman2/19/20201/16/202019,490340,490
7/1/20202/10/202017,00034,00068,000558,620
(1)
The amounts reported in these columns represent Performance RSUs that are scheduled to vest on December 31, 2022 based on the attainment of AROE targets, subject to the named executive officer’s continued employment through the applicable vesting date. These columns represent the number of Performance RSUs that vest at threshold achievement, target achievement and maximum achievement of the performance metrics applicable to such awards. At or below the threshold performance level, no shares will be paid out. At the maximum performance level, payout in excess of 120% will be settled in cash.
(2)
RSUs will vest with respect to 12.5% on December 1, 2020, 12.5% on September 1, 2021, 25% on September 1, 2022, 25% on September 1, 2023 and 25% on September 1, 2024.
(3)
The entries in the “Grant Date Fair Value of Stock Awards” column reflect the aggregate grant date fair value of the awards granted in 2020 computed in accordance with FASB ASC 718, disregarding for this purpose the estimate of forfeitures related to service based vesting conditions. The value of the PSA awards reflects the grant date value of the awards based on the target level of performance, which is less than the maximum possible value. The grant date value of the PSA awards assuming that the highest level of the applicable performance conditions will be achieved is $1,774,440 for Mr. Solomon and $1,117,240 for Messrs. Lasota, Holmes and Littman, respectively. For information on the valuation assumptions with respect to awards made, refer to the Company’s Share-Based Compensation and Employee Ownership Plans Note in its financial statements included in its Form 10-K for the year ended December 31, 2020, as filed with the SEC.
NARRATIVE DISCLOSURE RELATING TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
Employment Agreements
Each of our named executive officers is party to an employment agreement with the Company. The Compensation Committee views the employment agreements as an important tool in achieving our compensation objective of recruiting and retaining talented employees and a strong management team. The severance and change-in-control arrangements provided by the employment agreements are intended to retain our named executive officers and to provide consideration for certain restrictive covenants that apply following a termination of employment. None of the Company’s executive officers have minimum guaranteed bonuses in their employment agreements.
Tax and Accounting Impact and Policy
The financial and income tax consequences to the Company of individual executive compensation elements are important considerations for the Compensation Committee when analyzing the overall design and mix of compensation. The Compensation Committee seeks to balance an effective compensation package for the executive officers with an appropriate impact on reported earnings and other financial measures.
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In designing our compensation and benefit programs, we review and consider the accounting implications of our decisions, including the accounting treatment of amounts awarded or paid to our executives.
In general, Section 162(m) of the Code generally denies a publicly held corporation a deduction for federal income purposes for compensation in excess of  $1 million per year paid to certain “covered employees.” As in prior years, the Compensation Committee will continue to take into account the tax and accounting implications (including with respect to the expected lack of deductibility under the revised Section 162(m)) when making compensation decisions, but reserves its right to make compensation decisions based on other factors as well if the Compensation Committee determines it is in its best interests to do so. The Compensation Committee may, from time to time, design programs that are intended to further our success, including by enabling us to continue to attract, retain, reward and motivate highly-qualified executives that may not be deductible as a result of the limitations on deductibility under Section 162(m).
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COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and has recommended to the Board the inclusion of the Compensation Discussion and Analysis in the definitive proxy statement for our 2019 Annual Meeting of Stockholders.
Compensation Committee of the Board of Directors of Cowen Inc.
Jerome S. Markowitz, Chair
Brett H. Barth
Katherine E. Dietze
Steven Kotler
Lawrence E. Leibowitz
Summary Compensation Table
The following table sets forth compensation information for our named executive officers in 2018.
Name & Principal PositionYearSalary
($)
Bonus
($)(1)
Stock
Awards
($)(2)
All Other
Compensation
($)
Total
($)
Jeffrey M. Solomon
Chief Executive Officer
2018950,0001,875,0001,053,4811,210,376(3)5,088,857
2017950,000725,000839,377874,2053,388,582
2016950,000515,0003,142,232487,5085,094,740
Stephen A. Lasota
Chief Financial Officer
2018500,0001,625,000396,485311,652(4)2,833,137
2017500,000725,000411,800257,4721,894,272
2016500,000515,0001,375,362181,1702,571,532
John Holmes
Chief Operating Officer
2018500,0001,675,000515,193311,652(4)3,001,845
2017500,000725,000411,800257,4721,894,272
2016500,000515,0001,375,362181,1702,571,532
Owen S. Littman
General Counsel and Secretary
2018500,0001,650,000396,485311,652(4)2,858,137
2017500,000725,000411,800257,4721,894,272
2016500,000515,0001,375,362181,1702,571,532
(1)
The amounts in this column reflect cash bonuses paid to the named executive officers in 2019 in respect of performance during the 2018 year.
(2)
The entries in the stock awards column reflect the aggregate grant date fair value of the RSU awards granted to the named executive officers in 2018 in connection with 2017 performance, calculated in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (Compensation — Stock Compensation) (“FASB ASC 718”), disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. For information on the valuation assumptions with respect to awards made, refer to the Company’s Share-Based Compensation and Employee Ownership Plans Note in its financial statements included in its Form 10-K for the year ended December 31, 2018, as filed with the SEC.
(3)
Other compensation includes:
Other Compensation ($)Jeffrey M.
Solomon
Stephen A.
Lasota
John
Holmes
Owen S.
Littman
Vested Deferred Cash Awards1,165,287311,652311,652311,652
Tax and Financial Planning45,089
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Grants of Plan-Based Awards
The following table provides information regarding grants of compensation-related, plan-based awards made to the named executive officers during fiscal year 2018. These awards are also included in the Summary Compensation Table above.
Grant DateCorporate
Action Date
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
Grant Date Fair
Value of
Stock Awards
($)(1)
Jeffrey M. Solomon2/21/20181/12/201873,670(2)1,053,481
Stephen A. Lasota2/21/20181/12/201819,425(2)277,778
3/29/20181/12/20188,993(3)118,708
John Holmes2/21/20181/12/201819,425(2)277,778
3/29/20181/12/201817,896(3)237,415
Owen S. Littman2/21/20181/12/201819,425(2)277,778
3/29/20181/12/20188,993(3)118,708
(1)
The entries in the “All Other Stock Awards” column reflect the aggregate grant date fair value of the awards granted in 2018 computed in accordance with FASB ASC 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. For information on the valuation assumptions with respect to awards made, refer to the Company’s Share-Based Compensation and Employee Ownership Plans Note in its financial statements included in its Form 10-K for the year ended December 31, 2018, as filed with the SEC.
(2)
RSUs vest with respect to 25% on December 1, 2018, 25% on December 1, 2019, 25% on December 1, 2020 and 25% on December 1, 2021.
(3)
RSUs will vest on March 10, 2022.
Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Agreements
TheIn January 2020, the Company is party to an employment agreement with Mr. Solomon, dated as of May 31, 2012, asentered into amended on November 30, 2017, and restated employment agreements with Messrs. Solomon, Holmes, Lasota and Littman dated as of August 2, 2012, each as amended on April 24, 2015.(the “Employment Agreements”). The foregoing employment agreementsEmployment Agreements provide for the following material terms:

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An initial term that expired April 30, 2016.December 31, 2020. Following the expiration of the initial term, the terms of the agreements automatically extend for successive one-year terms, unless either party elects not to extend the term.

A minimum annual base salary of $950,000$1,000,000 for Mr. Solomon and $450,000$700,000 for Messrs. Holmes, Lasota, and Littman. Each named executive officer is also eligible to receive an annual performance-based bonus as determined by the Compensation Committee. The agreementsEmployment Agreements provide that the Company may pay all or a portion of any annual bonus in the form of restricted securities, other stock or security-based awards, deferred cash, or other deferred compensation. The agreementsEmployment Agreements do not provide for a minimum annual bonus.

With respectPursuant to Mr. Solomon, his agreement provides that,Solomon’s Employment Agreement, if Mr. Solomon’s employment is terminated by usthe Company without cause (including a decision by us not to renew the employment agreement upon the expiration of the then-current term), byCause or Mr. Solomon resigns for good reason, or as a result of Mr. Solomon’s death or disabilityGood Reason (as such terms are defined in the agreement)Solomon Agreement) prior to, in connection with or following a Change in Control (as described in the Solomon Agreement), then subject to Mr. Solomon will, subject to his executionexecuting and not revoking a release of a general release in our favor,claims, he will be entitled to the following: (i) any unpaid annual bonus with respect to the previous completed fiscal year, (ii) a
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prorated annual bonus for the fiscal year of termination, calculated based on the average bonus paid for the two years immediately preceding the year of termination and the timing of such termination, (iii) in the case of a termination by us without cause or by Mr. Solomon for good reason only, a lump sum cashseverance payment in an amount equal to two and one-half times the sum of  his(x) Mr. Solomon’s base salary andon the date of termination plus (y) the average of the highest annual bonusbonuses paid forto Mr. Solomon in two of the twothree calendar years immediately preceding his date of termination, providedexcept that the payment under clause (iii)foregoing severance amount will not be less than $3,250,000 and not moreor greater than $5,000,000 (iv) immediate vesting of all equity awards and unvested deferred compensation, and (v)if Mr. Solomon’s termination occurs prior to a cash payment equalChange in Control (such payments will continue to 24 months’ COBRA premiums. Inbe subject to the event thatexisting Internal Revenue Code Section 280G “modified cutback” provisions).

If Mr. Solomon breacheselects to transition to Senior Advisor status upon reaching age 55, the restrictive covenants described below followingterms of Mr. Solomon’s service as a termination of his employment, heSenior Advisor will be requiredgoverned by the Senior Advisor Agreement. In particular, Mr. Solomon’s service as a Senior Advisor will continue until the earliest of  (i) 15 days following Mr. Solomon’s written notice that he is terminating as a Senior Advisor, (ii) the second anniversary of the date he commences Senior Advisor status, (iii) the date of Mr. Solomon’s death or disability and (iv) the date Mr. Solomon is terminated by the Company for Cause. In consideration for providing Senior Advisor services, Mr. Solomon will receive a base salary at an annualized rate of  $150,000 and will be entitled to repay any payments orsecretarial and administrative support. Mr. Solomon will also be entitled to receive certain additional benefits received in connection with such termination.while a Senior Advisor, including office space (or, at the Company’s election, payment of up to $60,000 per year for office space), financial planning services at the Company’s expense and continued payment by the Company of life insurance premiums.

With respectPursuant to each ofthe Executive Agreements with Messrs. Holmes, Lasota and Littman each of their respective agreement provides that,(collectively, the “Executive Agreements”), if the applicable executive’s employment is terminated by usthe Company without cause (including a decision by us not to renew the employment agreement upon the expiration of the then-current term), byCause or the executive resigns for good reason, orGood Reason (each as a result of the executive’s death or “disability” (as such terms are defineddescribed in the agreements)Executive Agreements) prior to a Change in Control (as described in the Executive Agreements), eachthe executive will subject to his execution of a general release in our favor, be entitled to the following: (i) any unpaid annual bonus with respect to the previous completed fiscal year, (ii) a prorated annual bonus for the fiscal year of termination, calculated based on the average bonus paid for the two years immediately preceding the year of termination and the timing of such termination, (iii) in the case of a termination by us without cause or by the executive for good reason only,receive a lump sum cash payment in an amount equal to one and one-half times the average amountsum of  compensation reflected on(x) the executive’s Form W-2 frombase salary in effect at the Company forend of the two yearscalendar year immediately preceding termination plus (y) the average of the highest annual bonuses paid to the executive in two of the three calendar years preceding his date of termination provided(such sum, the “Severance Amount”), except that the payment under clause (iii)foregoing severance amount will not be moregreater than $1,500,000, and provided further, that$1,500,000. Pursuant to the Executive Agreements, if such termination occursthe executive’s employment is terminated by the Company without Cause or the executive resigns for Good Reason in connection with or following a changeChange in control (as defined in the agreement), instead of the lump sum cash payment described above,Control, the executive shall be entitled towill receive a lump sum cash payment in an amount equal to two and one-half times the average amount of compensation reflected on the executive’s Form W-2 from the Company for the two years immediately preceding such termination, provided that suchSeverance Amount, which lump sum cash payment will not be more than $2,500,000, (iv) immediate vestingsubject to a cap. The Executive Agreements require the executives to execute and not revoke a release of all equity awards and unvested deferred compensation, and (v)claims as a cash payment equalcondition to 24 months’ COBRA premiums. Inreceiving severance payments (such payments will continue to be subject to the event that the executive breaches the restrictive covenants described below following a termination of his employment, he will be required to repay any payments or benefits received in connection with such termination.existing Internal Revenue Code Section 280G “modified cutback” provisions).

In the event that the executive retires after attaining age 57.5 (or age 55, in the case of Mr. Solomon) and provides the Company with at least 90 days’ advance notice, all outstanding equity awards and unvested

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deferred compensation then held by the executive will continue to vest in accordance with their terms as if the executive had continued to be an active employee of the Company, provided he does not engage in competitive activity at any time prior to the applicable vesting date and refrains from interfering with the Company’s employees and customers for 12 months following his retirement.

Customary confidentiality and invention assignment covenants, as well as an indefinite mutual non-disparagement covenant. In addition, these executives have agreed not to compete with, or solicit customers or employees of, the Company during the term of the employment agreement and for a period of 180 days for Mr. Solomon and 120 days for Messrs. Holmes, Lasota and Littman.
20102020 Equity and Incentive Plan
Effective as of June 7, 2010,22, 2020, the Company adopted the 20102020 Equity and Incentive Plan (the “2010“2020 Plan”).
The 20102020 Plan initially reserved 1,875,0003,000,000 shares of Class A common stock for delivery to participants and their beneficiaries under the 20102020 Plan, subject to adjustment in the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off, or
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other similar change in capitalization or event. Additionally, commencing on January 1, 2011 and on the first day of each fiscal year of the Company thereafter during the term of the 2010 Plan, additional shares of Class A common stock representing seven and one-half percent (7.5%) of our shares of Class A common stock outstanding on such date, less shares then available for issuance under the 2010 Plan, will automatically become available for grant or settlement of awards. Shares delivered under the 20102020 Plan may be either treasury shares or newly issued shares. For purposes of determining the remaining ordinary shares available for grant under the 20102020 Plan, if any shares subject to an award are forfeited, cancelled, exchanged, or surrendered, or if an award terminates or expires without a distribution of shares, those shares will again be available for issuance under the 20102020 Plan. However, shares of stock that are exchanged by a grantee or withheld by us as full or partial payment in connection with any award under the 20102020 Plan, as well as any shares of stock exchanged by a grantee or withheld by us to satisfy the tax withholding obligations related to any award under the 20102020 Plan, will not be available for subsequent awards under the 20102020 Plan.
The 20102020 Plan provides that generally, unless otherwise determined by the Compensation Committee or as set forth in an award or employment agreement, in the event of a change in control (as defined in the 20102020 Plan), all outstanding awards shall become fully vested and exercisable and all restrictions, forfeiture conditions or deferral periods on any outstanding awards shall immediately lapse, and payment under any awards shall become due. The Compensation Committee has determined that all awards to our named executive officers under the 20102020 Plan will vest on a double-trigger basis in the event of a change in control.
Outstanding Equity Awards at 2018 Fiscal Year End

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OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR END
The following table contains certain information regarding equity awards held by the named executive officers as of December 31, 2018.2020.
Stock Awards
Number of
Shares that
Have Not
Vested
(#)
Market
Value of
Shares that
Have Not
Vested
($)(1)
Equity Incentive
Plan Awards:
Number of
Unearned
Units That
Have Not
Vested
(#)
Equity
Incentive
Plan Awards:
Market Value
of Unearned
Units That
Have Not Vested
($)(1)
Jeffrey M. Solomon
2014 RSU Award(2)
23,209309,608
2015 RSU Award(3)
69,493927,037
2015 PSA Award(4)
35,000466,900
2016 RSU Award(5)
22,083294,587
2016 Incentive Award(6)
26,855358,246
2017 RSU Award(7)
55,253737,075
Stephen A. Lasota
2014 RSU July Award(8)
10,000133,400
2014 RSU Award(2)
4,64461,951
2015 RSU Award(3)
10,388138,576
2015 PSA Award(4)
30,000400,200
2016 RSU Award(5)
11,475153,077
2016 Incentive Award(6)
13,100174,754
2017 RSU Award(7)
14,569194,350
2017 Incentive Award(9)
8,993119,967
John Holmes
2014 RSU July Award(8)
10,000133,400
2014 RSU Award(2)
4,64461,951
2015 RSU Award(3)
10,388138,576
2015 PSA Award(4)
30,000400,200
2016 RSU Award(5)
11,475153,077
2016 Incentive Award(6)
13,100174,754
2017 RSU Award(7)
14,569194,350
2017 Incentive Award(9)
17,986239,933
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Stock Awards
Number of
Shares that
Have Not
Vested
(#)
Market
Value of
Shares that
Have Not
Vested
($)(1)
Equity Incentive
Plan Awards:
Number of
Unearned
Units That
Have Not
Vested
(#)
Equity
Incentive
Plan Awards:
Market Value
of Unearned
Units That
Have Not Vested
($)(1)
Owen S. Littman
2014 RSU July Award(8)
10,000133,400
2014 RSU Award(2)
4,64461,951
2015 RSU Award(3)
10,388138,576
2015 PSA Award(4)
30,000400,200
2016 RSU Award(5)
11,475153,077
2016 Incentive Award(6)
13,100174,754
2017 RSU Award(7)
14,569194,350
2017 Incentive Award(9)
���8,993119,967
Stock Awards
Number of
Shares that
Have Not
Vested
(#)
Market Value
of Shares that
Have Not
Vested
($)(1)
Equity
Incentive Plan
Awards: Number
of Unearned
Units That
Have Not
Vested
(#)
Equity
Incentive Plan
Awards: Market
Value of
Unearned Units
That Have Not
Vested
($)(1)
Jeffrey M. Solomon
2016 PSA Award(2)
29,166758,024
2017 RSU Award(3)
22,083573,937
2017 Incentive Award(4)
8,953232,688
2018 RSU Award(5)
18,419478,710
2019 RSU Award(6)
120,6513,135,719
2019 PSA Award(7)
28,000727,720
2020 RSU Award(8)
113,6902,954,803
2020 PSA Award(9)
27,000701,730
Stephen A. Lasota
2016 PSA Award(2)
25,000649,750
2017 RSU Award(3)
3,82599,412
2017 Incentive Award(4)
13,100340,469
2018 RSU Award(5)
4,857126,233
2018 Incentive Award(10)
8,993233,728
2019 RSU Award(6)
14,118366,927
2019 PSA Award(7)
17,500454,825
2020 RSU Award(8)
17,054443,233
2020 PSA Award(9)
17,000441,830
John Holmes
2016 PSA Award(2)
25,000649,750
2017 RSU Award(3)
3,82599,412
2017 Incentive Award(4)
13,100340,469
2018 RSU Award(5)
4,857126,233
2018 Incentive Award(10)
17,986467,456
2019 RSU Award(6)
17,313449,965
2019 PSA Award(7)
17,500454,825
2020 RSU Award(8)
18,462479,827
2020 PSA Award(9)
17,000441,830
Owen S. Littman
2016 PSA Award(2)
25,000649,750
2017 RSU Award(3)
3,82599,412
2017 Incentive Award(4)
13,100340,469
2018 RSU Award(5)
4,857126,233
2018 Incentive Award(10)
8,993233,728
2019 RSU Award(6)
15,714408,407
2019 PSA Award(7)
17,500454,825
2020 RSU Award(8)
17,054443,233
2020 PSA Award(9)
17,000441,830
(1)
The values in the column are based on the $13.34$25.99 closing price of our Class A common stock on the NASDAQ Global Select Market on December 31, 2018.2020.
(2)
RSUs awarded on March 19, 2015 vest with respect to 25% on March 10, 2016, 25% on March 10, 2017, 25% on March 10, 2018 and 25% on March 10, 2019.
(3)
RSUs awarded on February 24, 2016 vest with respect to 25% on March 10, 2017, 25% on March 10, 2018, 25% on March 10, 2019 and 25% on March 10, 2020.
(4)
PSAs awarded on March 15, 2016 will, to the extent earned, vest with respect to 3313% on March 8, 2019, 3313% on March 10, 2020 and 3313% on December 31, 2020. These PSAs are scheduled to vest in three tranches based on the attainment of AROE and relative TSR targets for the applicable performance period, subject to the named executive officer’s continued employment through the applicable vesting date. In accordance with SEC rules, the number of unearned PSAs is reported in the “Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested” column based on achieving threshold performance goals (i.e.(i.e., 40% of target).
(5)

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(3)
RSUs awarded on February 27, 2017 vest with respect to 15% on June 1, 2017, 10% on June 1, 2018, 25% on June 1, 2019, 25% on June 1, 2020 and 25% on June 1, 2021.
(6)(4)
RSUs awarded on February 27, 2017 will vest on March 10, 2021.
(7)(5)
RSUs awarded on February 21, 2018 will vest with respect to 25% on December 1, 2018, 25% on December 1, 2019, 25% on December 1, 2020 and 25% on December 1, 2021.
(6)
RSUs awarded on February 20, 2019 will vest with respect to 12.5% on September 1, 2019, 12.5% on May 15, 2020, 25% in May 15, 2021, 25% on May 15, 2022 and 25% on May 15, 2023.
(7)
PSAs awarded on April 1, 2019 will, to the extent earned, vest on December 31, 2021. These PSAs are scheduled to vest based on the attainment of AROCE target for the applicable performance period, subject to the named executive officer’s continued employment through the applicable vesting date. In accordance with SEC rules, the number of unearned PSAs is reported in the “Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested” column based on achieving threshold performance goals (i.e., 50% of target).
(8)
RSUs awarded on July 28, 2014February 19, 2020 vest with respect to RSUs will vest with respect to 12.5% on June 10, 2019.December 1, 2020, 12.5% on September 1, 2021, 25% on September 1, 2022, 25% on September 1, 2023 and 25% on September 1, 2024.
(9)
PSAs awarded on July 1, 2020 will, to the extent earned, vest on December 31, 2022. These PSAs are scheduled to vest based on the attainment of AROCE target for the applicable performance period, subject to the named executive officer’s continued employment through the applicable vesting date. In accordance with SEC rules, the number of unearned PSAs is reported in the “Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested” column based on achieving threshold performance goals (i.e., 50% of target).
(10)
RSUs awarded on March 29, 2018 will vest on March 10, 2022.
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Option Exercises and Stock VestedOPTION EXERCISES AND STOCK VESTED
The following table sets forth certain information concerning stock vested during the year ended December 31, 2018.2020. No stock options were exercised by any of the named executive officers in 2018.2020.
NameNumber of Shares
Acquired on Vesting
Value Realized
on Vesting ($)(1)
Jeffrey M. Solomon105,8361,588,184
Stephen A. Lasota24,987372,857
John Holmes24,987372,857
Owen S. Littman24,987372,857
NameNumber of
Shares Acquired
on Vesting
Value Realized
on Vesting
($)(1)
Jeffrey M. Solomon116,7121,850,854
Stephen A. Lasota34,305510,619
John Holmes35,039521,833
Owen S. Littman34,572513,762
(1)
The value realized upon vesting of the stock awards is based on the $14.40$12.18 closing sale price of our Class A common stock on March 9, 2018,10, 2020, the $14.21 closing sale price of our Class A common stock on March 15, 2018, the $15.70$11.77 closing sale price of our Class A common stock on May 15, 2018,2020, the $15.15$13.05 closing sale price of our Class A common stock on June 1, 20182020 and the $15.91$24.58 closing sale price of our Class A common stock on December 1, 2018,2020, the applicable vesting dates of the awards.
Potential Payments Upon Termination or Change in Control

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Pursuant to the employment agreements with our named executive officers, upon certain terminations of employment or a change in control of the Company, our named executive officers are entitled to certain payments of compensation and benefits as described above under “Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table  —  Employment Agreements.” The table below reflects the amount of compensation and benefits that would have been payable to each named executive officer in the event that the named executive officer had experienced the following events as of December 31, 2018:2020: (i) a termination for cause or resignation, or voluntary termination, (ii) involuntary termination, (iii) an involuntary termination that occurs in connection with a change in control, (iv) termination by reason of an executive’s death, or (v) termination by reason of an executive’s disability.
Triggering EventsTriggering Events
NameType of
Payment
Voluntary
Termination
($)
Involuntary
Termination
($)
Involuntary
Termination in
Connection with
a Change in
Control(4)(5)
($)
Death
($)
Disability
($)
Jeffrey M. Solomon
Cash Severance(1)
10,206,09410,206,0945,206,1945,206,194
Equity Acceleration(2)
3,793,8033,793,8033,793,8033,793,803
Total13,999,89713,999,8978,999,9978,999,997
Stephen A. Lasota
Cash Severance(3)
3,424,6444,424,6441,924,6441,924,644
Equity Acceleration(2)
1,976,5741,976,5741,976,5741,976,574
Total5,401,2186,401,2183,901,2183,901,218
John Holmes
Cash Severance(3)
3,422,7464,422,7461,922,7461,922,746
Equity Acceleration(2)
2,096,5412,096,5412,096,5412,096,541
Total5,519,2876,519,2874,019,2874,019,287
Owen S. Littman
Cash Severance(3)
3,422,0814,422,0811,922,0811,922,081
Equity Acceleration(2)
1,976,5741,976,5741,976,5741,976,574
Total5,398,6556,398,6553,898,6553,898,655
NameType of PaymentVoluntary
Termination
($)
Involuntary
Termination
($)
Involuntary
Termination
in Connection
with a
Change in
Control(4)(5)
($)
Death
($)
Disability
($)
Jeffrey M. SolomonCash Severance(1)18,285,85822,835,8589,755,6599,755,659
Equity Acceleration(2)
9,563,3329,563,3329,563,3329,563,332
Total27,849,19032,399,19019,318,99119,318,991
Stephen A. LasotaCash Severance(3)4,696,4737,146,4733,196,4733,196,473
Equity Acceleration(2)
3,156,4073,156,4073,156,4073,156,407
Total7,852,88010,302,8806,352,8806,352,880
John HolmesCash Severance(3)4,964,0427,564,0423,464,0423,464,042
Equity Acceleration(2)
3,509,7683,509,7683,509,7683,509,768
Total8,473,81011,073,8106,973,8106,973,810
Owen S. LittmanCash Severance(3)4,798,7737,298,7733,298,7733,298,773
Equity Acceleration(2)
3,197,8883,197,8883,197,8883,197,888
Total7,996,66110.496,6616,496,6616,496,661
(1)
Includes the value of a cash payment equal to the sum of   (i) the average of Mr. Solomon’s 20162018 and 20172019 annual bonus,bonuses (the highest annual bonuses paid to Mr. Solomon in two of the three calendar years), comprised of cash bonus, deferred cash and deferred equity ($2,642,500)7,175,000), (ii) two and one-half times the sum of Mr. Solomon’s 20162018 base salary ($950,000) and the average of Mr. Solomon’s 20162018 and 20172019 annual bonusbonuses (subject to a $3.25 million minimum and a $5 million
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limit), (iii) a cash payment equal to 24 months of COBRA premiums, and (iv) the value of acceleration of unvested deferred cash compensation ($2,496,926, including interest accrued through December 31, 2018)2020), which is payable to Mr. Solomon pursuant to the terms of his employment agreement. Mr. Solomon is not entitled to enhanced cash severance payments if his employment is involuntarily terminated inagreement.. In connection with oran involuntary termination following a change in control.control, the $5 million cash limit would not apply to the Cash Severance payment. Had Mr. Solomon experienced a termination by reason of death or disability, he would have been entitled to a cash payment equal to the sum of the amounts described under clauses (i), (iii), and (iv) above.
(2)
Includes the value of acceleration of all unvested shares of restricted stock and all performance share and PSA awards, based on a per share price of   $13.34$25.99 per share, which was the closing price of our Class A common stock on the NASDAQ Global Select Market on December 31, 2018.2020. Pursuant to their employment agreements and the applicable award agreements, the executives are entitled to immediate vesting of outstanding equity awards upon an involuntary termination or a termination by reason of death or disability, except for the PSAs granted in March 2016,April 2019 and June 2020, which will, upon an involuntary termination, remain outstanding until the completion of the applicable performance period without regard to the continued service requirement and will vest based on the actual level of the attainment of the applicable performance goals. For reporting purposes, target level performance was assumed. In addition, pursuant to the terms of the applicable award agreements, unvested equity awards will vest in the event that a change in control occurs and, following such change in control, the executive’s compensation or job responsibilities are reduced materially or the equity securities of the Company cease to trade on a national securities exchange, except for the PSAs granted in March 2016,April 2019 and June 2020, which will vest based on the target level of the applicable performance goals, subject to the named executive officer’s continued employment through the applicable vesting date.

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(3)
Includes the value of a cash payment equal to the sum of   (i) the average of the 20162018 and 20172019 annual bonus comprised of cash bonus, deferred cash and deferred equity ($1,200,000)2,200,000, $2,350,000 and $2,250,000 ) for Messrs. Lasota, Holmes and Littman),Littman, respectively, (ii) one and one-half times the 2019 base salary and the average of 2016the 2018 and 2017 compensation2019 annual bonuses for each of Mr.Messrs. Lasota, Mr. Holmes and Mr. Littman, as reported on Form W-2respectively (subject to a $1.5 million limit), (iii) a cash payment equal to 24 months of COBRA premiums ($53,19438,660 for Mr. Lasota, $51,296$54,604 for Mr. Holmes and $50,631$51,210 for Mr. Littman), and (iv) the value of acceleration of unvested deferred cash compensation ($671,450)957,813, $1,059,438 and $991,563) for each of Mr. Lasota, Mr. Holmes and Mr. Littman, respectively, including interest accrued through December 31, 2018)2020), which is payable to Messrs. Lasota, Holmes and Littman pursuant to the terms of their employment agreements. Had Mr. Lasota, Mr. Holmes or Mr. Littman experienced a termination by reason of death or disability, each executive would have been entitled to a cash payment equal to the sum of the amounts described under clauses (i), (iii), and (iv) above.
(4)
Includes the value of the same cash severance payments that would have been payable to Messrs. Lasota, Holmes and Littman in connection with an involuntary termination of employment (as described above), except that the applicable multiplier for the 2019 base salary and the average W-2 compensationof the 2018 and 2019 annual bonuses for Messrs. Lasota, Holmes and Littman, respectively will be two and one-half times instead of one and one-half times and will not be subject to the applicable limit will be $2.5$1.5 million instead of  $1.5 million.limit. Pursuant to their employment agreements, Messrs. Lasota, Holmes and Littman will be entitled to receive this enhanced cash severance payment in the event of an involuntary termination of employment in connection with or following a change in control. In addition, pursuant to the terms of the applicable award agreements, each executive’s unvested deferred cash compensation will vest in the event that a change in control occurs and, following such change in control, the executive’s compensation or job responsibilities are reduced materially or the equity securities of the Company cease to trade on a national securities exchange.
(5)
Under the employment agreements with Messrs. Solomon, Lasota, Holmes and Littman, severance payable following a change in control would have been subject to a so-called “modified golden parachute cutback” provision pursuant to which “excess parachute payments” would be reduced to the extent such reduction would result in greater after-tax benefits. The amounts disclosed above represent the full amounts payable, without application of any cutback.
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PAY RATIO
Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of Mr. Solomon, our Chief Executive Officer as of December 31, 2018,2020, to the median annual total compensation of all our employees (excluding our Chief Executive Officer).
To determine the median annual total compensation of all our employees (excluding our Chief Executive Officer), a median employee was identified from the population of our 1,1411,374 employees as of December 31, 2018.2020. We did not include independent contractors in our determination.
In order to identify our median employee, we ranked each of our employees (other than our Chief Executive Officer) based on 20182020 awarded compensation. For this purpose, 20182020 awarded compensation was composed of each employee’s (i) salary earned during 2018,2020, (ii) annual cash bonus paid in respect of 20182020 performance, (iii) deferred cash awards granted in respect of 20182020 performance and (iv) and RSUs granted in respect of 20182020 performance. In determining 20182020 awarded compensation, we did not apply any cost-of-living adjustments or annualize any partial-year compensation.
Once we identified the median employee, we determined that individual’s annual total compensation in accordance with the requirements for determining total compensation in the Summary Compensation Table.
The 20182020 annual total compensation for Mr. Solomon, our Chief Executive Officer, as reported in the Summary Compensation Table in this proxy statement, was $5,088,857.$18,990,503. The 20182020 annual total compensation for our median employee, determined in accordance with the requirements for determining total compensation in the Summary Compensation Table, was $180,000.$205,000. The ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our median employee for 20182020 is 2893 to 1. We believe that this ratio represents a reasonable estimate calculated in a manner consistent with Item 402(u).
The information disclosed in this section was developed and is provided solely to comply with specific, new legal requirements. We do not use this information in managing our Company. We do not believe this information provides stockholders with a useful mechanism for evaluating our management’s effectiveness, operating results, or business prospects, nor for comparing our company with any other company in any meaningful respect.
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SECURITY OWNERSHIP
Beneficial Ownership of Directors, Nominees and Executive Officers
The following table shows how many shares of our Class A common stock were beneficially owned as of April 29, 2019,May 14, 2021, by each of our directors and named executive officers and by all of our directors and named executive officers as a group. Unless otherwise noted, the stockholders listed in the table have sole voting and investment power with respect to the shares owned by them.
Name of Beneficial OwnerAmount and
Nature of
Beneficial
Ownership
Percent of
Class
Brett H. Barth15,000(1)*
Katherine E. Dietze12,007(2)*
Steven Kotler2,500(3)*
Lawrence E. Leibowitz(4)*
Jerome S. Markowitz144,461(5)*
Jack H. Nusbaum88,939(6)*
Douglas A. Rediker(7)*
Jeffrey M. Solomon459,1911.5%
Joseph R. Wright25,804(8)*
John Holmes77,256*
Stephen A. Lasota136,569*
Owen S. Littman97,630(9)*
All directors and executive officers as a group (12 persons)1,059,3573.6%
Beneficial OwnerAmount and Nature of
Beneficial Ownership
Percent of Class
Brett H. Barth66,052(1)*
Katherine E. Dietze12,007(2)*
Gregg A. Gonsalves(3)*
Steven Kotler2,500(4)*
Lawrence E. Leibowitz8,000(5)*
Margaret L. Poster(6)*
Douglas A. Rediker(7)*
Jeffrey M. Solomon526,7502.0%
John Holmes157,387*
Stephen A. Lasota201,083*
Owen S. Littman152,124(8)*
��All directors and executive officers
as a group (11 persons)
1,125,9034.2%
*
corresponds to less than 1% of Cowen Inc. Class A common stock,
(1)
The amount presented does not include 12,33219,737 fully-vested RSUs that will be delivered to Mr. Barth upon the one-year anniversary of the grant date.
(2)
The amount presented does not include 48,41063,989 fully-vested RSUs that will be delivered to Ms. Dietze upon her retirement from the Board.
(3)
The amount presented does not include 47,1017,310 fully-vested RSUs that will be delivered to Mr. Gonsalves upon the three-year anniversary of the grant date.
(4)
The amount presented does not include 61,326 fully-vested RSUs that will be delivered to Mr. Kotler upon his retirement from the Board.
(4)(5)
The amount presented does not include the 9,24929,569 fully-vested RSUs that will be delivered to Mr. Leibowitz upon his retirement from the Board.
(5)
The amount presented does not include 16,279 fully-vested RSUs that will be delivered to Mr. Markowitz upon the one-year anniversary of the grant date.
(6)
The amount presented does not include 12,33213,547 fully-vested RSUs that will be delivered to Mr. NusbaumMs. Poster upon the one-year anniversary of the grant date.
(7)
The amount presented does not include 28,58455,667 fully-vested RSUs that will be delivered to Mr. Rediker upon his retirement from the Board.
(8)
The amount presented does not include 79,487 fully-vested RSUs that will be delivered to Mr. Wright upon his retirement from the Board.
(9)
Includes 275 shares held in custodial accounts on behalf of Mr. Littman’s children.

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Beneficial Owners of More than Five Percent of Our Class A Common Stock
Based on filings made under Section 13(d) and Section 13(g) of the Securities Exchange Act of 1934, as of April 29, 2019,May 14, 2021, the persons known by us to be beneficial owners of more than 5% of our Class A common stock were as follows:
Name and Address of Beneficial OwnerAmount and
Nature of
Beneficial Ownership
Percent of
Class
BlackRock, Inc.(1)
55 East 52nd Street
New York, NY 10055
2,323,8537.85%
Zazove Associates, LLC(2)
1001 Tahoe Boulevard
Incline Village, NV 89451
2,067,9976.99%
Philadelphia Financial Management of San Francisco, LLC(3)
450 Sansome Street, Suite 1500
San Francisco, CA 94111
1,728,8945.84%
Arbiter Partners QP, LP(4)
530 Fifth Avenue, 20th Floor
New York, NY 10036
1,697,2605.74%
The Bank of New York Mellon Corporation(5)
240 Greenwich Street
New York, NY 10286
1,550,0005.24%
FMR LLC(6)
245 Summer Street
Boston, MA 02210
1,525,4945.16%
Ariel Investments, LLC(7)
200 E. Randolph Street
Suite 2900
Chicago, IL 60601
1,479,1135.00%
Name and Address of Beneficial OwnerAmount and Nature of
Beneficial Ownership
Percent of Class
FMR LLC(1)
245 Summer Street
Boston, MA 02210
2,994,51811.15%
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055
2,680,5459.98%
The Vanguard Group(3)
100 Vanguard Boulevard
Malvern, PA 19355
1,671,0906.22%
Arbiter Partners Capital Management LLC(4)
530 Fifth Avenue, 20th Floor
New York, NY 10036
1,456,8735.42%
Dimensional Fund Advisors LP(5)
6300 Bee Cave Road, Building One
Austin, TX 78746
1,364,0075.08%
(1)
(1)This information is based on a Schedule 13G filed with the SEC on February 8, 2021 by FMR LLC. FMR reported that it has sole voting power as to 1,218,214 shares and sole dispositive power as to 2,994,518 shares.
(2)
This information is based on a Schedule 13G filed with SEC on February 4, 2019April 12, 2021 by BlackRock, Inc. Blackrock reported that it has sole voting power as to 2,265,0942,520,113 and sole dispositive power as to 2,323,8532,680,545 shares. The beneficial ownership indicated above represents the aggregate beneficial ownership of BlackRock, Inc., and its subsidiaries, BlackRock Life Limited, BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Fund Managers Ltd., BlackRock Institutional Trust Company, N.A., BlackRock Investment Management, LLC and BlackRock Investment Management LLC.
(2)
This information is based on a Schedule 13G filed with the SEC on January 29, 2019 by Zazove Associates, LLC.(UK) Limited.
(3)
This information is based on a Schedule 13G filed with the SEC on February 12, 201910, 2021 by Philadelphia Financial ManagementThe Vanguard Group. Vanguard reported that it has shared voting power as to 39,973 shares, sole dispositive power as to 1,605,510 shares and shares dispositive power of San Francisco, LLC.65,580 shares.
(4)
This information is based on a Schedule 13G filed with the SEC on February 14, 201916, 2021 by Arbiter Partners QP, LP, Arbiter Partners Capital Management LLC and Paul J. Isaac (“Arbiter”). Arbiter reported that it has sole voting and dispositive power as to 1,448,608 shares and shared voting and dispositive power as to 1,448,608 shares and shared dispositive power as to 1,697,2601,456,873 shares.
(5)
This information is based on a Schedule 13G filed with the SEC on February 4, 201912, 2021 by The Bank of New York Mellon Corporation.
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(6)
This information is based on a Schedule 13G filed with the SEC on February 13, 2019 by FMR LLC. FMRDimensional Fund Advisors LP. Dimensional reported that it has sole voting power as to 1,448,8441,264,209 shares and sole dispositive power as to 1,525,4941,346,007 shares.
(7)
This information is based on a Schedule 13G filed with the SEC on February 14, 2019 by Ariel Investments, LLC. Ariel reported that it has sole voting power as to 1,450,188 shares and sole dispositive power as to 1,479,113 shares.
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SECTION 16(a)16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers directors and persons holding 10% or more of our Class A common stockdirectors to file initial reports of ownership of our securities and reports of changes in ownership of our securities with the SEC. Securities and Exchange Commission.
Based on a review of copies of such reports provided to us 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 20182020 have been satisfied.satisfied except for one late report by each of Messrs. Lasota, Littman and Solomon related to a net share settlement of 1,152, 1,283 and 9,847 shares, respectively, on May 15, 2020 which were reported on June 2, 2020 due to a clerical error.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised entirely of non-employee directors, none of whom has ever been an officer or employee of the Company and none of whom had any related person transaction involving the Company. None of our executive officers (1) served as a member of the board of directors or compensation committeeCompensation Committee of any other entity that had one or more of its executive officers serving as a member of our Compensation Committee or (2) served as a member of the compensation committeeCompensation Committee of any other entity that had one or more of its executive officers serving as a member of our Board during 2018.2020.
Transactions in which Related Persons have a Material InterestTRANSACTIONS IN WHICH RELATED PERSONS HAVE A MATERIAL INTEREST
Side-by-Side Investments
To the extent permissible by applicable law, our executive officers, directors and certain eligible employees, as well as such individuals’ immediate family members and other investors they refer to us, have historically been permitted to invest their own capital either directly in, or in side-by-side investments or managed accounts with, our alternative investment management funds and certain proprietary investment vehicles established by our broker-dealer segment. Side-by-side investments are investments in assets substantially similar to the investments of the applicable fund and the managed accounts are accounts that invest in the asset classes covered by our alternative investment business. Direct investment in managed accounts or side-by-side investments with, our funds by such individuals are generally made on the same terms and conditions as the investments made by other third party investors in the funds, except that such investments are subject to discounted management and performance fees.
Employment Arrangements
Andrew Cohen, the son of Peter A. Cohen, was a Managing Director of Ramius in 2018, and earned approximately $611,694 in 2018, which amount includes Andrew Cohen’s base salary and approximately $266,694 of deferred cash awards and RSUs granted in prior years that vested during 2018. Kyle Solomon, the brother of Jeffrey M. Solomon, is a Managing Director of Cowen and Company and earned approximately $970,013$2,161,210 in 2018,2020, which amount includes Kyle Solomon’s base salary, cash bonus paid in 20182020 relating to 20172019 and 2020 performance and approximately $190,358$202,689 of deferred cash awards and RSUs granted in prior years that vested during 2018.2020.
Review and Approval of Transactions with Related PersonsREVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS
To minimize actual and perceived conflicts of interests, the Board has adopted a written policy governing transactions in which the Company is a participant, 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 material interest in the transaction: (a) our executive officers, directors (including nominees) and certain other highly compensated employees, (b) stockholders who own more than 5% of our Class A common stock, and (c) any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law or person (other than a tenant or employee) sharing the same household of any person described in (a) or (b) above. These transactions will be considered “related person transactions.”
46

Unless exempted from such policy as described below, the policy requires that related person transactions must be reported to our General Counsel or Chief Compliance Officer who will then submit the related person transaction for review by our Audit Committee. The Audit Committee will review all relevant information available to it and will approve or ratify only those related person transactions that it determines are not inconsistent with the best interests of the Company. If our General Counsel or Chief Compliance Officer determines that advance approval of a related person transaction is not practicable under the circumstances, the Audit Committee will review, and, in its discretion, may ratify the related person transaction at its next meeting, or at the next

49


meeting following the date that the related person transaction comes to the attention of our General Counsel or Chief Compliance Officer. However, the General Counsel or Chief Compliance Officer may present a related person transaction that arises between Audit Committee meetings to the Chair of the Audit Committee, who will review and may approve the related person transaction, subject to the Audit Committee’s ratification at its next meeting.
It is anticipated that any related person transaction previously approved by the Audit Committee or otherwise already existing that is ongoing will be reviewed annually by the Audit Committee to ensure that such transaction has been conducted in accordance with the previous approval granted by the Audit Committee, if any, and that all required disclosures regarding the related person transaction are made.
In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, the board anticipates it will determine that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of the policy:

interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of   $200,000 or 5% of the annual gross revenues of the company receiving payment under the transaction;

a transaction with a significant stockholder, or such stockholder’s immediate family members, who has a current Schedule 13G filed with the SEC with respect to such stockholder’s ownership of our securities; and

a transaction that is specifically contemplated by provisions of our charter or bylaws.
The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the Compensation Committee in the manner specified in its charter.
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AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee ReportAUDIT COMMITTEE REPORT
The primary function of our Audit Committee is oversight of our financial reporting process, publicly filed financial reports, internal accounting and financial and operational controls, and the independent audit of the consolidated financial statements. The consolidated financial statements of Cowen Inc. for the year ended December 31, 2018,2020, were audited by KPMG LLP, independent registered public accounting firm for the Company.
As part of its activities, the Audit Committee has:
1.
Reviewed and discussed with management and the independent registered public accounting firm the company’s audited financial statements;
2.
Discussed with the independent registered public accounting firm the matters required to be communicated under Auditing Standard No. 161301 (Communications with Audit Committees);
3.
Received the written disclosures and letter from the independent registered public accounting firm required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526 (Communications

50


(Communications with Audit Committees Concerning Independence) regarding their communications with the Audit Committee concerning independence and discussed and confirmed with KPMG, the firm’s independence from the Company and management; and
4.
Discussed with KPMG LLP their independence.
Management is responsible for the Company’s system of internal controls and the financial reporting process. KPMG 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 issuing a report thereon. Our Committee’s responsibility is to monitor and oversee these processes.
Based on the foregoing review and discussions and a review of the report of KPMG LLP with respect to the consolidated financial statements, we have recommended to the Board of Directors of Cowen Inc. the inclusion of the audited consolidated financial statements in Cowen Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018,2020, for filing with the SEC.
Audit Committee of the Board of Directors of Cowen Inc.AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF COWEN INC.
Katherine E. Dietze, Chair
Gregg A. Gonsalves
Steven Kotler
Joseph R. Wright
Margaret L. Poster
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Independent Registered Public Accounting Firm Fees and Other MattersINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS
The following table presents the aggregate fees billed for services rendered by KPMG LLP, our independent registered public accounting firm for the fiscal years ended December 31, 20182020 and December 31, 2017.2019.
20182017
Audit Fees(1)
$4,906,795$3,513,580
Audit-Related Fees(2)
113,600143,750
Tax Fees(3)
1,332,576244,785
Total$6,352,971$3,902,115
20202019
Audit Fees(1)
$5,653,283$5,222,917
Audit-Related Fees(2)
47,27444,038
Tax Fees(3)
1,143,6871,270,915
All Other Fees(4)
86,100
Total6,930,345$6,537,870
(1)
Audit fees for the year ended December 31, 2018 reflect audit fees incurred for the Cowen Inc. integrated audit and quarterly reviews as well as the financial statement audits of its consolidated subsidiaries.
(2)
Audit-Related Fees reflect fees for attestation procedures performed in connection with the second quarter 2018 comfort letters prepared in connection with the debt issuances completedrequired by the Company.local regulations for consolidated subsidiaries.
(3)
Tax fees reflect tax compliance and tax advisory services.
(4)
All Other Fees relate to non-tax advisory and consulting services.
KPMG LLP also provided services to entities affiliated with Cowen Inc. that were billed directly to those entities and, accordingly, were not included in the amounts disclosed above. These amounts included $1,101,000$1,317,500 and $975,213 for the audits of private equity funds, hedge funds and other fund structures within the Cowen Investment Management segmentbusiness for the years ended December 31, 2018. The comparative amount paid for the year ended2020 and December 31, 2017 was $945,000.2019, respectively.
Auditor Services Pre-Approval PolicyAUDITOR SERVICES PRE-APPROVAL POLICY
The Audit Committee has adopted an Audit Committee Policy Regarding Outside Auditor Services which includes a pre-approval policy that applies to services performed for the Company by our independent registered

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public accounting firm. In accordance with this policy, we may not engage our independent registered public accounting firm to render any audit or non-audit service unless the service was approved in advance by the Audit Committee or the engagement is entered into pursuant to the pre-approval policies and procedures described below. However, no pre-approval is required with respect to services (other than audit, review or attest services) if  (i) the aggregate amount of all such services is no more than 5% of the total amount paid by us to the independent registered public accounting firm during the fiscal year in which the services are provided, (ii) such services were not recognized at the time of engagement to be non-audit services and (iii) such services are promptly brought to the attention of the Audit Committee and approved by either the Audit Committee or the Chair of the Audit Committee prior to completion of the audit. During the 2018 fiscal year, no fees were approved by the Audit Committee pursuant to this exemption.
The pre-approval policy delegates to the Chair of the Audit Committee the authority to pre-approve any audit or non-audit services, provided that any approval by the Chair is reported to the Audit Committee at the Audit Committee’s next regularly scheduled meeting. The Audit Committee may also pre-approve services that are expected to be provided to the Company by the independent registered public accounting firm during the next 12 months and at each regularly scheduled meeting of the Audit Committee, management or the independent registered public accounting firm must report to the Audit Committee each service actually provided to the Company pursuant to the pre-approval.
Our 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 registered public accounting firm. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the registered public accounting firm’s independence.
49
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ITEM 3 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PROPOSAL 3
RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTANT

The Board recommends a vote “FOR” ratification of the selection of KPMG LLP as our independent registered public accounting firm for 2021
The Audit Committee of the Board has selected KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2019.2021. While it is not required to do so, our Board is submitting the selection of KPMG LLP for ratification in order to ascertain the views of our stockholders with respect to the choice of audit firm. If the selection is not ratified, the Audit Committee will reconsider its selection. Representatives of KPMG LLP are expected to be presentonline at the annual meeting, will be available to answer stockholder questions and will have the opportunity to make a statement if they desire to do so. KPMG LLP served as our independent registered public accounting firm for the year ended December 31, 2018.2020.
The Board recommends that you vote FOR“FOR” ratification of the selection of KPMG LLP as the independent registered public accounting firm of Cowen Inc. and our subsidiaries for the year ending December 31, 2019.2021. The affirmative vote of the holders of a majority of our outstanding shares of Class A common stock voting on the proposal is required to ratify this selection. Proxies will be voted FOR“FOR” ratification of this selection unless otherwise specified.
Securities Authorized for Issuance Under

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PROPOSAL 4
APPROVAL OF AN INCREASE IN THE SHARES AVAILABLE FOR ISSUANCE UNDER THE 2020 EQUITY INCENTIVE PLAN

The Board recommends a vote “FOR” approval of the increase in shares available for issuance under the 2020 Equity Incentive Plan.
We are asking our stockholders to approve an amendment and restatement of the Cowen Inc. 2020 Equity Compensation Plans
The following table summarizes, as of December 31, 2018,Incentive Plan (the “2020 Plan”) to increase the number of shares of our Class A common stock tofor issuance under the 2020 Plan by 2,000,000 shares (the “2020 Plan Amendment”). The 2020 Plan Amendment has been approved by our Board of Directors, upon the recommendation of the Compensation Committee of the Board. Under Nasdaq Stock Exchange rules, the increase in shares available for issuance under the 2020 Plan will not be issued upon exerciseeffective if our stockholders do not approve it.
As of April 30, 2021, there were 2,049,273 shares underlying outstanding options grantedawards under our 2010, 2007 and 2006 Equity and Incentive Plans, the weighted-average exercise price of such options, and2020 Plan (with the number of shares remaining available for future issuance under the plans for all awards as of December 31, 2018.
Plan CategoryNumber of Securities
to be Issued Upon
Exercise of
Outstanding
Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Securities
Remaining Available
for Future Issuance
Under the Equity
Compensation Plans
(Excluding Shares in
First Column)(1)
Equity compensation plans approved by security
holders
279
Equity compensation plans not approved by security holdersNoneN/ANone
(1)
This number isunderlying outstanding unearned performance based-awards calculated based on the 18,122,951maximum performance) and 802,173 shares authorizedremaining available for issuance under the Company’s 2020 Plan.
Our Board believes that the increase in shares available under the 2020 Plan is in the best interests of our stockholders and supports this proposal for the following reasons, as discussed more fully below:

Equity compensation supports our pay-for-performance culture and Incentive Plans asaligns management and stockholder interests.

The number of December 31, 2018. Commencingadditional shares to be authorized under the 2020 Plan is reasonable.

Based on January 1, 2011our historical grant practices and oncertain other assumptions, including the first dayprice of each fiscal yearour common stock, the additional shares being requested, together with the remaining shares available for issuance under the 2020 Plan, are expected to provide the Company with the ability to grant awards under the 2020 Plan for approximately two years, following which stockholders would be able to reevaluate any additional share authorization request.

Consistent with public statements we have made to our stockholders, we have over the past few years targeted repurchases of shares of our common stock in amounts that, at a minimum, are sufficient to offset the number of shares issued to our employees upon vesting of previously awarded RSUs. This has the effect of reducing the number of the Company thereafter duringCompany’s outstanding shares of common stock which, in turn, makes future issuances of RSUs appear to be more dilutive than they otherwise would have been had the termnumber of our outstanding shares increased to account for the vesting of previously awarded RSUs. We believe the effects of our share repurchase program should be taken into consideration when evaluating the dilutive impact of the 2010RSU awards made to our employees.

Approval of the increase to the shares available for issuance under the 2020 Plan additionalis critical to Cowen’s future compensation practices and ability to align pay and performance going forward.

If the share increase under the 2020 Plan is not approved by stockholders, we expect there will be an insufficient number of shares available to make equity-based compensation awards going forward, which would negatively impact our ability to deliver competitive levels of compensation and effectively align employee and stockholder interests;

The inability to grant meaningful equity-based compensation would limit our ability to attract and retain critical talent which has been integral to our past success and remains vital to future performance; and

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Equity-based compensation is an essential element of our pay-for-performance compensation philosophy, which is designed to drive stockholder value creation

The 2020 Plan contains provisions that are consistent with best practices

Limitation on Awards to Non-Employee Directors

No Discounted Options or Stock Appreciation Rights

No Repricing or Cash Buyout or Exchange of Underwater Options or Stock Appreciation Rights Without Stockholder Approval

No Transferability

No Evergreen (Automatic Replenishment) Provision

No Automatic Grants

No Reload Options

No Dividends or Dividend Equivalents on Options and Stock Appreciation Rights

No Dividends Paid Currently on Unvested or Unearned Awards of Restricted Stock or Restricted Stock Units

No “Liberal” Change in Control Definition or Single-Trigger Equity Vesting upon a Change of Control

No Tax Gross-Ups
The Board of Directors recommends that you vote FOR approval of the Increase in Shares Available For Issuance Under the 2020 Equity Incentive Plan. The affirmative vote of the holders of a majority of the outstanding shares of Class A common stock representing 7.5%present online or represented by proxy and voting affirmatively or negatively on the proposal is required to approve the 2020 Plan Amendment. Proxies will be voted FOR approval of the share increase unless otherwise specified.
The following paragraphs provide the material details of the 2020 Plan. The following description is qualified in its entirety by reference to the full text of the 2020 Plan, as amended and restated to reflect the 2020 Plan Amendment, which is attached as Appendix A to this proxy statement.
PURPOSE
The 2020 Plan is designed to aid in the Company’s ability to attract and retain critical talent which has been integral to our past success and remains vital to future performance. Equity-based compensation is an essential element of our pay-for-performance compensation philosophy, which is designed to drive stockholder value creation. The 2020 Plan is critical to Cowen’s future compensation practices and ability to align pay and performance going forward and supports our pay-for-performance culture and aligns management and stockholder interests. Accordingly, the Board of Directors has adopted the 2020 Plan and the 2020 Plan Amendment as a part its broader compensation strategy, which has been and will continue to have a material portion of compensation in the form of long-term incentive opportunities.
ADMINISTRATION
The 2020 Plan is administered by the Compensation Committee. The Compensation Committee will have the authority to, among other things, designate participants, grant awards, determine the number of shares of Class A common stock outstanding on such date, lessto be covered by awards and determine the terms and conditions of any awards, and construe and interpret the 2020 Plan and related award agreements. The Compensation Committee is also permitted to delegate its authority under the 2020 Plan to officers or employees of the Company, although any award

55


granted to any person who is not an employee of the Company or who is subject to Section 16 of the Exchange Act must be expressly approved by the Compensation Committee.
SHARES SUBJECT TO THE 2020 PLAN
The Company authorized 3,000,000 shares thenof Class A common stock, or common stock, for issuance pursuant to awards under the 2020 Plan, of which 802,173 shares remained available for issuance as of April 30, 2021. If the stockholders approve the 2020 Plan Amendment, an additional 2,000,000 shares of common stock will be authorized and available for issuance under the 20102020 Plan, which, as of May 14, 2021, had a fair market value of  $41.27 per share as reported on the NASDAQ Global Select Market. Awards and the shares authorized under the 2020 Plan are subject to adjustment as described below under “Changes in Capital Structure.” To the extent that all or any portion of an Award is settleable solely in cash, no shares of common stock will automaticallybe deemed to have been issued pursuant to the 2020 Plan with respect to such Award (or such portion of such Award) nor will any such shares count against the aggregate number of shares of common stock reserved and available for issuance pursuant to the 2020 Plan. Stock-based awards assumed or substituted by the Company or its affiliates as part of a corporate transaction (including from an entity that the Company merges with or into, acquires, or engages with in a similar corporate transaction) will not count against the number of shares of common stock reserved and available for issuance pursuant to the 2020 Plan except as may be required by Section 422 of the Internal Revenue Code. If any award granted under the 2020 Plan (or any portion thereof) expires or is canceled, forfeited, settled in cash or otherwise terminated without delivery of shares to a participant, the undelivered shares will again become available for awards under the 2020 Plan.
The maximum value of any awards granted to any non-employee director in any one calendar year, taken together with any cash fees paid to such non-employee director during such calendar year, may not exceed $500,000.
ELIGIBILITY
The following individuals are eligible to participate in the 2020 Plan: (i) each employee and officer of the Company or its affiliates, of which there are currently approximately 1,402, (ii) each non-employee director of the Company or its affiliates, of which there are currently eight, (iii) individuals who are not employees or directors of the Company or its affiliates but nonetheless provide services to the Company or its affiliates, and who are designated as eligible by the Compensation Committee, and (iv) prospective employees of the Company or its affiliates, although such individuals may not receive any payment or exercise any rights relating to awards until they have actually commenced employment.
GRANTS OF AWARDS
The Compensation Committee may grant awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock-based awards. Awards will vest in accordance with the terms of the applicable award agreement. In addition, no dividends or dividend equivalents will be paid on unvested awards, stock options or stock appreciation rights, or on vested restricted stock units prior to the actual delivery of shares of common stock.
Stock Options. The 2020 Plan provides for the grant of non-qualified stock options. A stock option granted under the 2020 Plan provides a participant with the right to purchase, within a specified period of time, a stated number of shares of common stock at the price specified in the applicable award agreement. The exercise price applicable to a stock option will be set by the Compensation Committee at the time of grant, and to the extent intended to (i) avoid treatment as a “stock right” that does not provide for a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code or (ii) be an incentive stock option, will not be less than the fair market value of a share of common stock on the date of grant. In the case of a stock option

56


that is a “substitute award” ​(as such term is defined in the 2020 Plan), the exercise price for such stock option may be less than the fair market value of a share of common stock on the date of grant provided that such exercise price is determined in a manner consistent with the provisions of Section 409A of the Internal Revenue Code and, if applicable, Section 424(a) of the Internal Revenue Code. Further, stock options may not be repriced without stockholder approval. The maximum term of an option granted under the 2020 Plan is ten years from the date of grant (or five years in the case of an incentive stock option granted to a 10% stockholder). Payment of the exercise price of an option may be made in cash, common stock, pursuant to a broker-assisted cashless exercise in accordance with procedures approved by the Compensation Committee, pursuant to a delivery of a notice of  “net exercise,” or in any other form of consideration approved by the Compensation Committee. The 2020 Plan provides that participants terminated for “cause” ​(as such term is defined in the 2020 Plan) will forfeit all of their stock options, whether or not vested. Participants terminated for any other reason will forfeit their unvested options, retain their vested options, and will have one year (in the case of a termination by reason of death or disability) or 90 days (in all other cases) following their termination date to exercise their vested options. The 2020 Plan authorizes the Compensation Committee to provide for different treatment of stock options upon termination than that described above, as determined in its discretion.
No incentive stock options may be granted under the 2020 Plan following the tenth anniversary of the earlier of  (i) the date the 2020 Plan was adopted by the Board of Directors and (ii) the date the stockholders of the Company originally approved the 2020 Plan.
Stock Appreciation Rights. A stock appreciation right is a conditional right to receive an amount equal to the value of the appreciation in the common stock over a specified period. The base price applicable to a stock appreciation right will be set by the Compensation Committee at the time of grant, and to the extent intended to avoid treatment as a “stock right” that does not provide for a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code, will not be less than the fair market value of a share of common stock on the date of grant. In the case of a stock appreciation right that is a “substitute award” ​(as such term is defined in the 2020 Plan), the base price for such stock appreciation right may be less than the fair market value of a share of common stock on the date of grant provided that such base price is determined in a manner consistent with the provisions of Section 409A of the Internal Revenue Code. The maximum term of a stock appreciation right granted under the 2020 Plan is ten years from the date of grant. Upon exercise of a stock appreciation right, payment in respect of such stock appreciation right may be made in cash, common stock, or other property as specified in the applicable award agreement or as determined by the Compensation Committee, in each case having a value in respect of each share of common stock underlying the portion of the stock appreciation right so exercised, equal to the difference between the base price of such stock appreciation right and the fair market value of one share of common stock on the exercise date. The 2020 Plan provides that participants terminated for “cause” ​(as such term is defined in the 2020 Plan) will forfeit all of their stock appreciation rights, whether or not vested. Participants terminated for any other reason will forfeit their unvested stock appreciation rights, retain their vested stock appreciation rights, and will have one year (in the case of a termination by reason of death or disability) or 90 days (in all other cases) following their termination date to exercise their vested stock appreciation rights. The 2020 Plan authorizes the Compensation Committee to provide for different treatment of stock appreciation rights upon termination than that described above, as determined in its discretion.
Restricted Stock. An award of restricted stock is a grant of shares of common stock which are subject to limitations on transfer during a restricted period established in the applicable award agreement. Generally speaking, holders of restricted stock will generally have the rights and privileges of a stockholder with respect to their restricted stock. Except as otherwise provided by the Compensation Committee, in the event a participant is terminated for any reason, the vesting with respect to the participant’s restricted stock will cease, and as soon as practicable following the termination, the Company will repurchase all of such participant’s unvested

57


shares of restricted stock at a purchase price equal to the original purchase price paid for the restricted stock, or if the original purchase price is equal to $0, the unvested shares of restricted stock will be forfeited by the participant to the Company for no consideration.
Restricted Stock Units. The Compensation Committee may award restricted stock units under the 2020 Plan, which are notional units representing the right to receive one share of common stock (or the cash value of one share of common stock) on a specified settlement date. When a participant satisfies the conditions of the restricted stock unit award, which the Compensation Committee will establish in the applicable award agreement, the Company may settle the award in shares, cash or property, as determined by the Compensation Committee in its discretion. Except as otherwise provided by the Compensation Committee, in the event a participant is terminated for any reason, the vesting with respect to the participant’s restricted stock units will cease, each of the participant’s outstanding unvested restricted stock units will be forfeited for no consideration as of the date of such termination, and any shares remaining undelivered with respect to the participant’s vested restricted stock units will be delivered on the delivery date specified in the applicable award agreement.
Other Stock- or Cash-Based Awards. The 2020 Plan authorizes the Compensation Committee to grant other awards that may be denominated in, payable in, valued in, or otherwise related to shares of common stock or in cash. Such awards and the terms applicable to such awards will be set forth in award agreements.
General. All awards granted under the 2020 Plan are subject to incentive compensation clawback and recoupment policies implemented by the Board of Directors from time to time. In addition, the Compensation Committee may adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the 2020 Plan by individuals who are non-United States nationals or are primarily employed or providing services outside the United States, and may modify the terms of any awards granted to such participants in a manner deemed by the Compensation Committee to be necessary or appropriate in order that such awards conform with the laws of the country or countries where such participants are located.
No Repricing of Awards. No awards may be repriced without stockholder approval. For purposes of the 2020 Plan, “repricing” means any of the following: (i) changing the terms of the award to lower its exercise price or base price (other than on account of capital adjustments as described below under “Changes in Capital Structure”), (ii) any other action that is treated as a repricing under “generally accepted accounting principles,” and (iii) repurchasing for cash or canceling an award in exchange for another award at a time when its exercise price or base price is greater than the fair market value of the underlying common stock.
CHANGES IN CAPITAL STRUCTURE
In the event of any change in the outstanding common stock or the capital structure of the Company, the declaration of any extraordinary dividend, or any change in applicable laws or circumstances which results or could result in the substantial dilution or enlargement of participants’ rights under the 2020 Plan, the Compensation Committee shall adjust the aggregate number of shares of common stock which may be granted pursuant to awards, the number of shares of common stock covered by outstanding awards under the 2020 Plan, and the per-share price of outstanding awards under the 2020 Plan. The Compensation Committee may, in its discretion, provide that an adjustment take the form of a cash payment to the holder of an outstanding award with respect to all or part of an outstanding award, which payment will be subject to such terms and conditions (including timing of payment(s), vesting and forfeiture conditions) as the Compensation Committee may determine in its sole discretion.
CORPORATE EVENTS
Under the 2020 Plan, unless otherwise provided in an award agreement, in the event of a “corporate event” ​(as defined in the 2020 Plan), the Compensation Committee may, in its discretion, provide for any one or more of

58


the following: (i) require that outstanding awards be assumed or substituted in connection with such event, (ii) accelerate the vesting of any outstanding awards upon the consummation of such event, (iii) cancel outstanding awards upon the consummation of such event and provide award holders with the per-share consideration being received by the Company’s stockholders in connection with such event in exchange for their awards, (iv) cancel all outstanding stock options, stock appreciation rights and other awards subject to exercise, whether vested or unvested, not assumed or substituted in connection with such event as of the consummation of such event, and provide award holders at least 10 days to exercise each such stock option, stock appreciation right or other such exercisable award, as applicable, or (v) replace outstanding awards with a cash incentive program that preserves the value of the replaced awards and contains identical vesting conditions. Pursuant to the 2020 Plan, no award agreement will provide that the vesting of any award that is assumed or substituted in connection with a “change in control” will be accelerated solely by reason of the “change in control,” but rather will accelerate only if the participant experiences an “involuntary termination” of employment within two years of the “change in control.”
NON-TRANSFERABILITY OF AWARDS
Except as otherwise provided by the Compensation Committee, the 2020 Plan provides that awards are generally nontransferable, including, without limitation, transfers to third party financial institutions, other than by will or the laws of descent and distribution, and that restricted stock is generally nontransferable.
TERMINATION AND AMENDMENT
The Board of Directors or the Compensation Committee may amend or terminate the 2020 Plan at any time, except that no amendment may, without stockholder approval, violate the stockholder approval requirements of the national securities exchange on which the common stock is principally listed. Unless sooner terminated, the 2020 Plan will terminate on the date before the tenth anniversary of the date the 2020 Plan was originally approved by the Company’s stockholders.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a brief discussion of the U.S. federal income tax consequences for awards granted under the 2020 Plan. The 2020 Plan is not subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended, and it is not, nor is it intended to be, qualified under Section 401(a) of the Internal Revenue Code. This discussion is not intended to be exhaustive and, among other things, does not describe state local or foreign taxes consequences, which may be substantially different. Holders of awards under the 2020 Plan should consult with their own tax advisors.
Non-Qualified Stock Options and Stock Appreciation Rights. Except as noted below for corporate “insiders,” with respect to nonqualified stock options and stock appreciation rights, (i) no income is realized by a participant at the time the award is granted; (ii) generally, at exercise, ordinary income is realized by the participant in an amount equal to the difference between the exercise or base price paid for the shares and the fair market value of the shares on the date of exercise, and the participant’s employer is generally entitled to a tax deduction in the same amount subject to applicable tax withholding requirements; and (iii) upon a subsequent sale of the stock received on exercise, appreciation (or depreciation) after the date of exercise is treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held, and no deduction will be allowed to such participant’s employer.
Incentive Stock Options. No income is realized by a participant upon the grant or exercise of an incentive stock option, however, such participant will generally be required to include the excess of the fair market value of the shares at exercise over the exercise price in his or her alternative minimum taxable income. If shares are issued to a participant pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of

59


such shares is made by such participant within two years after the date of grant or within one year after the transfer of such shares to such participant, then (i) upon sale of such shares, any amount realized in excess of the exercise price will be taxed to such participant as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) no deduction will be allowed to the participant’s employer for federal income tax purposes.
Except as noted below for corporate “insiders,” if shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, generally (i) the participant will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at exercise (or, if less, the amount realized on the disposition of such shares) over the exercise price paid for such shares and (ii) the participant’s employer will generally be entitled to deduct such amount for federal income tax purposes. Any further gain (or loss) realized by the participant will be taxed as short-term or long-term capital gain (or loss), as the case may be, and will not result in any deduction by the employer.
Subject to certain exceptions for disability or death, if an incentive stock option is exercised more than three months following termination of employment, the exercise of the option will generally be taxed as the exercise of a nonqualified stock option.
Other Stock- or Cash-Based Awards. The tax effects related to other stock- or cash-based awards under the 2020 Plan are dependent upon the structure of the particular award.
Withholding. At the time a participant is required to recognize ordinary compensation income resulting from an award, as described above, such income will be subject to federal and applicable state and local income tax and applicable tax withholding requirements. The Company will deduct or withhold, or require the participant to remit to his or her employer, an amount sufficient to satisfy the minimum federal, state and local and foreign taxes required by law or regulation to be withheld with respect to any taxable event as a result of the 2020 Plan.
Section 409A. Certain awards under the 2020 Plan may be subject to Section 409A of the Internal Revenue Code, which regulates “nonqualified deferred compensation” ​(as defined in Section 409A). If an award under the 2020 Plan (or any other Company plan) that is subject to Section 409A is not administered in compliance with Section 409A, then all compensation under the 2020 Plan that is considered “nonqualified deferred compensation” ​(and awards under any other Company plan that are required pursuant to Section 409A to be aggregated with the award under the 2020 Plan) will be taxable to the participant as ordinary income in the year of the violation, or if later, the year in which the compensation subject to the award is no longer subject to a substantial risk of forfeiture. In addition, the participant will be subject to an additional tax equal to 20% of the compensation that is required to be included in income as a result of the violation, plus interest from the date that the compensation subject to the award was required to be included in taxable income.
Certain Rules Applicable to “Insiders.” As a result of the rules under Section 16(b) of the Exchange Act, depending upon the particular exemption from the provisions of Section 16(b) utilized, “insiders” ​(as defined in Section 16(b)) may not receive the same tax treatment as set forth above with respect to the grant and/or exercise or settlement of awards. As a result, on January 1, 2019, 2,132,561 were addedGenerally, insiders will not be subject to taxation until the expiration of any period during which they are subject to the shares availableliability provisions of Section 16(b) with respect to any particular award. Insiders should check with their own tax advisers to ascertain the appropriate tax treatment for any particular award.
NEW PLAN BENEFITS
Because awards to be granted in the future under the 20102020 Plan are at the discretion of the Compensation Committee, it is not possible to bringdetermine the benefits or the amounts received or that will be received under the 2020 Plan by eligible participants.

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PROPOSAL 5
THE STOCKHOLDER PROPOSAL

The Board recommends a vote “AGAINST” the stockholder proposal
STOCKHOLDER PROPOSAL — RIGHT TO ACT BY WRITTEN CONSENT
Mr. Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021, the beneficial owner of not less than 500 shares of Class A Common stock, has advised the Company that he intends to propose a resolution at the Annual Meeting. The text of the stockholder proposal and supporting statement set forth below appear in the form as received by the Company except as indicated in brackets below. All statements contained in the stockholder proposal and supporting statement are the sole responsibility of the proponent.
Shareholders request that our board of directors take such steps as may be necessary to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent.
Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. Cowen management pay was rejected by 44% of votes in 2020 when a 10% rejection is the norm. Thus Cowen may need a new chair of the management pay committed to replace Mr. Brett Barth.
This proposal topic won 95%-support at Dover Corporation and 88%-support at AT&T.
The Bank of New York Mellon Corporation (BK) said it adopted written consent in 2019 after 45%-support for a written consent shareholder proposal. This is close to the 40% Cowen shareholder vote in 2018. And this BK action was a year before the pandemic put an end to in-person shareholder meetings — perhaps forever. An end to in-person shareholder meetings makes a right to act by a written consent more valuable.
A shareholder right to act by written consent still affords COWN management strong protection for a management holdout mentality for the status quo during the current rapidly changing business environment. Any action taken by written consent would still need 59% supermajority approval from the shares that normally cast ballots at the COWN annual meeting to equal the required majority vote from all COWN shares outstanding.
With the avalanche of bare bones online shareholder meetings in 2020 shareholder engagement and management transparency have taken a big hit. Shareholders are so restricted in online meetings that management will never want a return to the much more transparent in-person shareholder meeting format. This is all the more reason to support this corporate governance enhancement.
Shareholders are restricted in making their views known at online shareholder meetings because all constructive questions and comments can be screened out by management. For instance the Goodyear shareholder meeting was spoiled by a trigger-happy management mute button for shareholders. And AT&T would not even allow shareholders to speak.
The sole content of an online special shareholder meeting can be a few stilted formalities and the announcement of the vote with an almost total equalabsence of communication, outreach or engagement with shareholders.
Now more than ever shareholders need to 7.5%have the option to take action outside of a shareholder meeting and send a wake-up call to management, if need be, since tightly controlled online shareholder meetings are the Death Valley of shareholder engagement and management transparency.
Please vote yes:
Shareholder Right to Act by Written Consent — Proposal [5]

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BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION
The Board is committed to maintaining strong corporate governance practices that serve the best interests of all stockholders. Following careful review and consideration, the Board recommends a vote AGAINST this proposal for the following reasons:

Without proper procedural protections, stockholder action by written consent (as described in the proposal) can deprive stockholders of information, procedural safeguards and the opportunity to even vote on the matter approved in the written consent and can also lead to abusive practices that may be detrimental to stockholders’ interests; and

The Company’s existing corporate governance policies and practices provide stockholders with meaningful access to the Board and significant rights and protections that enhance Board accountability and enfranchise stockholders.

In February 2020, the Company amended its Bylaws to add a proxy access provision for eligible stockholders. Under the Second Amended and Restated Bylaws, a stockholder, or a group of up to twenty stockholders, owning at least three percent of the outstanding shares of the Company’s outstanding sharesClass A common stock continuously for at least three years, may nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of  stock. (a) two directors or (b) twenty percent of the Board, subject to certain limitations and provided that the stockholder(s) and nominee(s) satisfy the requirements specified in the Second Amended and Restated Bylaws.
WRITTEN CONSENT LACKS PROCEDURAL PROTECTIONS THAT PREVENT ABUSE OF THE DEMOCRATIC PROCESS
The Board has considered the proposal and believes that it is not in the best interests of our stockholders or the Company. The Company’s stockholders currently have the right to raise matters at the annual meeting, where items can be fully considered by the stockholders, management and the Board. The Board believes that the annual meeting, at which all stockholders are provided with adequate notice and afforded the opportunity to consider the proposed actions, is the most appropriate forum for stockholders to raise their concerns. Neither Mr. Steiner nor Mr. Chevedden, who Mr. Steiner appointed as his designee to act on his behalf in matters relating to the proposed resolution, have ever personally attended the Company’s annual meeting.
In contrast, stockholder action by written consent as described in the proposal could prevent stockholders from having an opportunity to voice their views and vote on an action or even receiving information regarding the matter approved by written consent until after the action has been taken. The proposal provides no procedural protections and suggests specific language for written consent rights that fails to provide safeguards for minority stockholders. Stockholder action by written consent could be exploited by a small group of stockholders (including short-term holders who accumulate their position through the borrowing of shares) to further their own narrow self-interests, which may be in conflict with the best interests of all stockholders.
Furthermore, stockholder action by written consent may result in substantial disruption and confusion for stockholders and the Company, as multiple groups of stockholders may pursue contradictory actions simultaneously.
THE ANNUAL STOCKHOLDER MEETING BETTER PROTECTS RIGHTS OF ALL STOCKHOLDERS
The Board believes that a more open, transparent, and democratic way for stockholders to exercise their rights regarding important issues affecting the Company is through the annual stockholder meeting, so that all

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stockholders have the ability to voice their concerns, the issues can be fully discussed and all stockholders can vote on the issues on an informed basis.
In addition, the annual meeting takes place in a transparent manner, at a date and time that are publicly announced well in advance, giving stockholders ample time to consider their views and the opportunity to discuss the merits of the proposed action in a public forum. At the Company’s 2020 Annual Meeting, which was held virtually as a result of the Covid-19 pandemic, stockholders were provided with the same opportunity to address the meeting and ask questions as at an in-person meeting. The Company plans to resume holding in-person annual meetings as soon as it is considered safe to do so. Annual meetings are also governed by SEC rules that require full and fair disclosure to stockholders through a publicly filed proxy statement and other public releases of solicitation material.
Stockholders have the right to bring business before the stockholders at the annual meeting, as evidenced by this proposal included in this proxy statement.
STOCKHOLDERS HAVE RIGHTS AND PROTECTIONS THAT REDUCE THE NEED FOR WRITTEN CONSENT RIGHTS

The Company believes that its stockholders have significant access to the Board and rights and protections that reduce the need to be able to act by written consent. For example:

Stockholders elect ALL directors annually by majority vote, and stockholders may remove directors with or without cause.

The Company has adopted a similar majority voting standard for the election of directors in uncontested elections.

As stated above, stockholders may submit proposals for presentation at an annual meeting (including nominations of March 31, 2019,director candidates) and have access to the Company’s proxy statement for purposes of nominating directors.

The Company does not have super-majority requirements for stockholder action.

The Company does not maintain a stockholder rights plan or “poison pill.”

Stockholders may contact and communicate directly with our Board where appropriate, as described in Procedures for Contacting the Board in this proxy statement.

The Board and Management regularly engage with stockholders on important issues such as executive compensation and other corporate governance topics.
The Company’s stockholders are protected by a robust corporate governance model based on best practices. In that regard, the Board continually reassesses the Company’s corporate governance practices to ensure that they remain consistent with highest standards and that we had 495,237 shares remainingidentify additional measures to further benefit our stockholders.
The Board believes that the adoption of this proposal is unwarranted because of the Company’s commitment to corporate governance. The Company’s corporate governance practices are fully described beginning on page 13 of this proxy statement, under the equity plans, which exclude shares reserved for issuance basedheading “Information Regarding the Board of Directors and Corporate Governance,” above. The Company’s current corporate governance structure is a sound one that is reviewed regularly to consider governance developments and best practices and that empowers our stockholders to express their concerns on certain performance criteriaimportant corporate matters.
In addition, over 59% of votes present or represented by proxy at our 2018 Annual Meeting voted against a similar proposal at that meeting. For the reasons stated above, the Board believes that the proposal is unnecessary and not in existing agreements.the best interests of Cowen or its stockholders.

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The Board recommends a vote AGAINST this proposal.
Vote Required
The affirmative vote of a majority of the votes duly cast by the holders of Class A common stock is required to adopt this non-binding proposal.
STOCKHOLDER PROPOSALS FOR THE 20202022 ANNUAL MEETING
In order for a stockholder proposal including a director nomination, to be considered for inclusion in our proxy statement for the 20202022 annual meeting of stockholders pursuant to Rule 14a-8 of the SEC, the written proposal must be received at our principal executive offices on or before January 2, 2020.21, 2022. However, in the event that the next annual meeting of stockholders is called for a date that is not within 30 days before or after the first anniversary of the date of this year’s annual meeting, the proposal must be received no later than a reasonable time before the Company begins to print and mail its proxy materials.
The proposal should be addressed to Cowen Inc., Attention: Secretary, 599 Lexington Avenue, New York, New York, 10022. The proposal must comply with SEC regulations regarding the inclusion of stockholder proposals in company-sponsored proxy materials.
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In accordance with our bylaws, a stockholder who wishes to present a proposal for consideration at the 20202022 annual meeting, including stockholder nominations for candidates for election as directors that are not proxy access nominations, must deliver a notice of the matter the stockholder wishes to present to our principal executive offices in New York, New York, 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’s annual meeting. Accordingly, any notice given by or on behalf of a stockholder pursuant to these provisions of our bylaws (and not pursuant to Rule 14a-8 of the SEC) must be received no earlier than February 5, 2020,24, 2022, and no later than March 7, 2020.26, 2022. However, in the event that the next annual meeting of stockholders is called for a date that is not within 30 days before or after the first anniversary of the date of this year’s annual meeting, the notice must be received no later than the close of business on the tenth day following the day on which notice of the 20192022 annual meeting was mailed or public disclosure of the date of the 20192022 annual meeting was made, whichever occurs first. The notice should include (i)
To recommend a brief descriptionprospective nominee for the Nominating and Corporate Governance Committee’s consideration, stockholders must comply with the procedures set forth in Article III, Section 3 of Cowen’s bylaws. In order to nominate a candidate for service as a director, the business desired tonominating stockholder must be brought before the 2020 annual meeting and the reasons for conducting such businessa stockholder at the annualtime such nominating stockholder gives the Board notice of its nomination and such nominating stockholder must be entitled to vote for the election of directors at the meeting (ii)at which such nominating stockholder’s nominee will be considered. Among other things, a stockholder’s nomination notice must set forth (i) the name, age, business address and recordresidence address of the stockholder,nominee, (ii) the principal occupation or employment of the nominee, (iii) the class or series and number of shares of capital stock of the CompanyCowen owned beneficially owned or owned of record by the stockholder,nominee or any affiliates or associates of such nominee, (iv) the name of each nominee holder of shares of all stock of Cowen owned beneficially but not of record by such nominee or any affiliates or associates of such nominee, and the number of shares of stock of Cowen held by each such nominee holder, (v) a description of all arrangementsany agreement, arrangement or understandings betweenunderstanding (including any derivative or short positions, profit interests, swaps, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the stockholder anddate of such nominating stockholder’s notice by, or on behalf of, such nominee or any affiliates or associates of such nominee, the effect or intent of which is to mitigate loss, manage risk or benefit from share price change for, or maintain, increase or decrease the voting power or pecuniary or economic interest of, such nominee or such affiliates or associates of such nominee with respect to shares of stock of Cowen, (vi) any other personinformation relating to the nominee that would be required to be disclosed in a proxy statement or persons (including their names)other filings required to be made in connection with solicitation of proxies for election of directors pursuant to

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Section 14 of the proposalExchange Act, and the rules and regulations promulgated thereunder, as well as other information, in each case, as set forth in a completed and signed written questionnaire completed and signed by the nominee, which questionnaire shall be provided to the nominee by Cowen’s Secretary upon written request to Cowen’s Secretary, and (vii) any additional information as necessary to permit the Board to determine if such nominee is independent under applicable NASDAQ Stock Market rules, SEC rules and any material interestpublicly disclosed standards used by the Board in determining and disclosing the independence of Cowen’s directors.
Cowen has adopted a proxy access right to permit a stockholder, or a group of up to twenty stockholders, owning at least three percent of Cowen’s outstanding shares of Cowen’s Class A common stock continuously for at least three years, to nominate and include in Cowen’s annual meeting proxy materials director nominees constituting up to the greater of  (i) two directors or (ii) twenty percent of the stockholder in such businessBoard, subject to certain limitations and (v) a representationprovided that the stockholder intendsstockholder(s) and nominee(s) satisfy the requirements specified in Cowen’s bylaws. Under Cowen’s bylaws, compliant notice of proxy access director nominations for the 2022 annual meeting must be submitted to appearCowen’s principal executive offices in person or by proxyNew York, New York, at the 2020address provided in the first paragraph of this section, not less than 120 nor more than 150 days prior to the first anniversary of the date Cowen issued this year’s proxy statement. Accordingly, any notice given by or on behalf of a stockholder pursuant to these provisions of our bylaws (and not pursuant to Rule 14a-8 of the SEC) must be received no earlier than December 22, 2021, and no later than January 21, 2022. However, in the event that the next annual meeting of stockholders is called for a date that is not within 30 days before or after the first anniversary of the date of this year’s annual meeting, the notice must be received no later than the close of business on the tenth day following the day on which notice of the 2022 annual meeting was mailed or public disclosure of the date of the 2022 annual meeting was made, whichever occurs first.
Cowen’s bylaws (and, with respect to bring such business beforeRule 14a-8 proposals, Rule 14a-8 of the meeting.SEC) set forth the calculation of applicable deadlines (and certain other requirements) by which compliant notice of stockholders proposals and director nominations (including proxy access nominations) must be submitted in order to be timely. The summaries set forth above are qualified by Cowen’s bylaws and Rule 14a-8 of the SEC.
ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K
Our 20182020 Annual Report to Stockholders, including financial statements for the year ended December 31, 2018,2020, accompanies this proxy statement. Stockholders may obtain an additional electronic copy of our Annual Report and/or aan electronic copy of our Form 10-K filed with the SEC for the year ended December 31, 2018,2020, without charge by viewing these documents on our website at www.cowen.com or by writing to Cowen Inc., Attention: Investor Relations, 599 Lexington Avenue, New York, New York, 10022.
HOUSEHOLDING
The SEC 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 stockholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” aims to provide extra convenience for stockholders and cost savings for companies. Currently, only brokers household our proxy materials and annual reports, delivering a single proxy statement and annual report to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders.
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 your broker. Any householded stockholder may request a copy of the proxy statement and/or annual report by contacting us in writing or by telephone at Cowen Inc., Attention: General Counsel,

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599 Lexington Avenue, New York, New York, 10022, (212) 201-4841. Promptly upon written or oral request, we will deliver a separate copy of our annual report and/or proxy statement to a stockholder at a shared address to which a single copy of either document was delivered.
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 on the enclosed proxy card will vote as they deem in the best interests of Cowen Inc.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
What is the purpose of the meeting?
At our annual meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders. These include the election of directors, an advisory vote to approve the compensation of our named executive officers, the ratification of the selection of our independent registered public accounting firm for 2021, the approval of a 2,000,000 increase in the shares available for issuance under the 2020 Equity Incentive Plan and to vote on the Stockholder Proposal, if properly presented at the meeting. Also, management will report on matters of current interest to our stockholders and respond to questions from our stockholders.
Who is entitled to vote at the meeting?
The Board has set May 14, 2021 as the record date for the annual meeting. If you were a stockholder of record at the close of business on May 14, 2021, you are entitled to vote at the meeting. As of the record date 26,867,378 shares of Class A common stock, representing all of our voting stock, were issued and outstanding and, therefore, eligible to vote at the meeting.
What are my voting rights?
Holders of our Class A common stock are entitled to one vote per share. There are currently no shares of our non-voting Class B common stock outstanding. Therefore, a total of 26,867,378 votes are entitled to be cast at the meeting. There is no cumulative voting.
How many shares must be present to hold the meeting?
In accordance with our bylaws, shares equal to a majority of our capital stock issued and outstanding and entitled to vote 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 online and vote at the meeting; or

you have properly and timely submitted your proxy as described below under “How do I submit my proxy?”
What is a proxy?
A proxy 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 is also 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 vote.” Two of our officers, Jeffrey M. Solomon, our Chief Executive Officer, and Owen S. Littman, our General Counsel and Secretary, have been designated as proxies for our 2021 annual meeting of stockholders.
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What is a proxy statement?
A proxy statement is a document that we are required to give you, in accordance with regulations promulgated by the Securities and Exchange Commission, or the SEC, when we ask you to designate proxies to vote your shares of Cowen Inc. Class A common stock at a meeting of our stockholders. The proxy statement includes information regarding the matters to be acted upon at the meeting and certain other information required by regulations promulgated by the SEC and rules of the NASDAQ Stock Market.
What is the difference between a stockholder of record and a “street name” holder?
If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank, trust or other custodian, then the broker, bank, trust or other custodian is considered to be the stockholder of record with respect to those shares, while you are considered to be the beneficial owner of those shares. In the latter case, your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust or other custodian how to vote their shares using the method described below under “How do I submit my proxy?”
How do I submit my proxy?
If you are a stockholder of record, you can submit a proxy to be voted at the meeting in any of the following ways:

electronically, using the Internet

over the telephone by calling a toll-free number; or

by completing, signing and mailing the enclosed proxy card.
If you hold your shares in street name, you can vote your shares in the manner prescribed by your broker, bank, trust or other custodian. Your broker, bank, trust company or other custodian has enclosed or otherwise provided a voting instruction card for you to use in directing the broker, bank, trust company or other custodian how to vote your shares.
What does it mean if I receive more than one set of proxy materials?
If you receive more than one set of proxy materials or multiple control numbers for use in submitting your proxy, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or voting instruction card you receive or, if you submit your proxy by Internet or telephone, vote once for each card or control number you receive.
How does the Board recommend that I vote?
The Board recommends a vote:

FOR all of the nominees for director;

FOR the approval on an advisory basis of the compensation of our named executive officers as disclosed in this proxy statement;

FOR the ratification of the selection of KPMG LLP as the independent registered public accounting firm of Cowen Inc. for the year ending December 31, 2021;

FOR the approval of the increase in the shares available for issuance under the 2020 Equity Incentive Plan; and

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AGAINST the Stockholder Proposal.
What if I do not specify how I want my shares voted?
If you are a stockholder of record and you 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 manner, we will vote your shares:

FOR all of the nominees for director;

FOR the approval on an advisory basis of the compensation of our named executive officers as disclosed in this proxy statement;

FOR the ratification of the selection of KPMG LLP as the independent registered public accounting firm of Cowen for the year ending December 31, 2021;

FOR the approval of increase in the shares available for issuance under the 2020 Equity Incentive Plan; and

AGAINST the Stockholder Proposal.
Your vote is important. We urge you to vote, or to instruct your broker, bank, trust or other custodian how to vote, on all matters before the annual meeting. If you are a street name holder and fail to instruct the stockholder of record how you want to vote your shares on a particular matter, those shares are considered to be “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” shares held by them on behalf of their clients who are street name holders. These rules generally permit member brokers to exercise voting discretion with respect to uninstructed shares only on certain routine matters, including the ratification of the selection of a company’s independent registered public accounting firm, however, changes in regulation were made to take away the ability of your bank, broker or other record holder to vote your uninstructed shares in the election of directors on a discretionary basis. The rules do not permit member brokers to exercise voting discretion with respect to the election of directors, the advisory vote to approve the compensation of our named executive officers, the approval of the increase in the shares available for issuance under the 2020 Equity Incentive Plan or the Stockholder Proposal. Therefore, member brokers may not vote uninstructed shares on the election of directors, the advisory vote to approve the compensation of our named executive officers or the approval of the increase in the shares available for issuance under the 2020 Equity Incentive Plan or the Stockholder Proposal. An uninstructed share that is not voted by a broker, bank or other custodian is sometimes referred to as a “broker non-vote.” A broker non-vote will not have any effect on the approval or rejection of the proposal. For more information regarding the effect of broker non-votes on the outcome of the vote, see below under “How are votes counted?”
Can I change or revoke my vote after submitting my proxy?
Yes. If you are a record holder, 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 the deadline stated on the enclosed proxy card;

by submitting a later-dated proxy to the Secretary of the Company, which must be received by us before the time of the annual meeting;

by sending a written notice of revocation to the Secretary of the Company, which must be received by us before the time of the annual meeting; or

by voting at the meeting.

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If you are a street name holder, please refer to the voting instructions provided to you by your broker, bank, trust or other custodian.
WHAT VOTE IS REQUIRED AND HOW WILL MY VOTES BE COUNTED?
Board’s
Recommendation
Vote Required to Adopt ProposalEffect if I do
not specify
how I want my
shares voted*
PROPOSAL 1:FORThe eight nominees for director will be elected by an affirmative vote of a majority of the votes cast by holders of our Class A common stock present online or by proxy and entitled to vote on the proposal at the Annual Meeting.FOR
Election of Directors
PROPOSAL 2:FORIf the advisory vote on the compensation of our named executive officers included in this proxy statement receives more votes “for” than “against,” then it will be deemed to be approved.FOR
Advisory Vote on Named Executive Officer Compensation
PROPOSAL 3:FORTo be approved by our stockholders, this proposal requires the affirmative vote of a majority of the votes cast by holders of our Class A common stock present online or by proxy and entitled to vote on the proposal at the Annual Meeting.FOR
Ratification of the Selection of Our Independent Public Accountant
PROPOSAL 4:FORTo be approved by our stockholders, this proposal requires the affirmative vote of a majority of the votes cast by holders of our Class A common stock present online or by proxy and entitled to vote on the proposal at the Annual Meeting.FOR
Approval of the Increase in the Shares Available for Issuance Under the 2020 Equity Incentive Plan
PROPOSAL 5:AGAINSTTo be approved by our stockholders, this non-binding proposal requires the affirmative vote of a majority of the votes cast by holders of our Class A common stock present online or by proxy and entitled to vote on the proposal at the Annual Meeting.AGAINST
The Stockholder Proposal
*
If you are a stockholder of record and you 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 manner, we will vote your shares
The advisory vote on the compensation of our named executive officers is not binding on the Company, the Board, or the Compensation Committee, but we intend to consider the results of the vote when establishing the compensation of our named executive officers in future years.
The Stockholder Proposal is not binding on the Company. The Board will consider the results of the Stockholder Proposal when evaluating the Company’s corporate governance policies and procedures.

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How are votes counted?
You may either vote “FOR” or “WITHHOLD” authority to vote for each director nominee. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the advisory vote on the compensation of our named executive officers, the ratification of the selection of KPMG LLP as our independent auditor for the year ending December 31, 2021, the approval of the increase in the shares available under the 2020 Equity Incentive Plan and the Stockholder Proposal. If you properly submit your proxy but withhold authority to vote for one or more director nominees or abstain from voting on the other proposals, your shares will be counted for purposes of determining both (i) the presence or absence of a quorum for the transaction of business and (ii) the total number of shares present online or by proxy at the Annual Meeting with respect to a proposal, and, therefore, will have the effect of votes against the proposal. If you do not submit your proxy or voting instructions and also do not vote by online ballot at the Annual Meeting, your shares will not be counted as present at the meeting for the purpose of determining either (i) the presence or absence of a quorum for the transaction of business and (ii) the total number of shares present online or by proxy at the Annual Meeting with respect to a proposal unless you hold your shares in street name and the broker, bank, trust or other custodian has discretion to vote your shares and does so. For the avoidance of doubt, broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting but will have no effect on the outcome of the vote for any proposal. For more information regarding discretionary voting, see the information above under “What if I do not specify how I want my shares voted?”
What constitutes a quorum for the meeting?
Under Delaware law and the Company’s by-laws, the presence of a quorum is required to transact business at the Annual Meeting. A quorum is defined as any number of stockholders, together holding at least a majority of the capital stock of the Company issued and outstanding and entitled to vote, who shall be present online or represented by proxy at the Annual Meeting.
Will my vote be kept confidential?
Yes. We have procedures to ensure that, regardless of whether you vote by Internet, telephone, mail or online at the virtual meeting:

all proxies, ballots and voting tabulations that identify stockholders are kept permanently confidential, except as disclosure may be required by federal or state law or expressly permitted by a stockholder; and

voting tabulations are performed by an independent third party.
Why did the Board decide to adopt a virtual format for the Annual Meeting?
The Company and the Board of Directors have been actively monitoring the public health and travel safety concerns relating to the COVID-19 pandemic and the advisories or mandates that federal, state, and local governments, and related agencies, have issued. In light of the foregoing, the Board of Directors has determined it would not be advisable to hold our annual meeting in person as we have historically done. The Board of Directors believes the virtual format is the right choice for Cowen at this time as it provides a productive opportunity for stockholders to communicate with the Company’s management team regardless of size, resources, or physical location while safeguarding the health of our stockholders, Board of Directors and management.
Instructions for Participation in the Annual Meeting
The Annual Meeting will be a completely virtual meeting of stockholders and will be conducted exclusively by webcast. No physical meeting will be held. You will be able to attend the Annual Meeting online, and, subject to the eligibility requirements below, you will be able to participate by voting and submitting questions, by visiting www.meetingcenter.io/206079842. The password for the meeting is COWN2021.

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To participate in the Annual Meeting, you must have been a stockholder of the Company as of the close of business on the record date, or you must hold a valid proxy for the Annual Meeting. If you are a stockholder of record, you will need to review the information included on your proxy card, including the 15-digit control number provided in the shaded bar.
If you hold your shares through an intermediary, such as a bank or broker, you must register to attend the Annual Meeting in advance.
To register, you must submit proof of your proxy power (legal proxy) reflecting your Cowen holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Daylight Time, on June 21, 2021. You will receive a confirmation of your registration by email after Computershare receives your registration materials.
Requests for registration should be sent to Computershare using one of the following methods:
By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail:
Computershare
Cowen Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
The virtual meeting will begin promptly at 10:00 a.m., Eastern Daylight Time, on June 24, 2021. We encourage you to access the meeting prior to the start time to leave ample time for check-in and to ensure that you can hear streaming audio. The virtual meeting will be accessible on desktop and laptop computers, as well as tablets and smartphones.
What happens of the Annual Meeting is postponed or adjourned?
Your proxy remains valid and may be voted at the postponed or adjourned meeting. You will be able to change or revoke your proxy until it is voted.
Who pays for the cost of proxy preparation and solicitation?
Cowen pays for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers, banks, trusts or other custodians for forwarding proxy materials to street name holders. We have retained Alliance Advisors 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 are soliciting proxies primarily by mail. In addition, our directors, officers and regular employees may solicit proxies by telephone or facsimile or personally. Our directors, officers and regular employees will receive no additional compensation for their services other than their regular compensation.

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Annex A
Common Equity US GAAP Reconciliation
Select Balance Sheet Data
(Amounts in millions, except per share information)Dec. 31,
2018
Dec. 31,
2017
Cowen Inc. stockholders’ equity$794.4$748.0
Common equity (CE)$693.1$646.7
Book value per share (CE/CSO)$24.37$21.82
Common shares outstanding (CSO)28.429.6
Summary Stockholders’ Equity Information
Cowen Inc. stockholders’ equity$794.4$748.0
Less:
Preferred stock101.3101.3
Common equity (CE)$693.1$646.7
Appendix A
Cowen Inc.
2020 Equity Incentive Plan
(As Amended and Restated Effective May 19, 2021)
1.
Purpose.
The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of such individuals with those of such stockholders. The Plan authorizes the award of Stock-based and cash-based incentives to Eligible Persons to encourage such Eligible Persons to expend maximum effort in the creation of stockholder value. The Plan was originally adopted effective June 22, 2020, and amended and restated in its present form effective May 19, 2021.
2.
Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below:
(a)   “Affiliate” means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
(b)   “Award” means any Option, award of Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, or other Stock-based award granted under the Plan.
(c)   “Award Agreement” means an Option Agreement, a Restricted Stock Agreement, an RSU Agreement, a SAR Agreement, or an agreement governing the grant of any Other Cash-Based Award or Other Stock-Based Award granted under the Plan.
(d)   “Board” means the Board of Directors of the Company.
(e)   “Cause” means, with respect to a Participant and in the absence of an Award Agreement or Participant Agreement otherwise defining Cause, (i) the Participant’s breach of any material provision of the Plan, any Award Agreement, any Participant Agreement, or any deferred compensation award agreement; (ii) the Participant’s indictment for, conviction of, plea of guilty or nolo contendere to, or commission of any felony, or conviction of or plea of guilty or nolo contendere to any other crime (whether or not related to the Participant’s duties for the Service Recipient or any Affiliate) with the exception of minor traffic offenses; (iii) the Participant’s commission of any act of fraud, dishonesty, gross negligence, or substantial misconduct in his or her performance of his or her duties or responsibilities; (iv) the Participant’s violation of or failure to comply with the internal policies of the Service Recipient or any Affiliate, including its policies against discrimination, harassment or retaliation, or the rules and regulations of any regulatory or self-regulatory organization with jurisdiction over the Service Recipient or any Affiliate; (v) the Participant’s failure to perform a material duty of the Participant’s position including, by way of example and not of limitation, the Participant’s insubordination, or failure or refusal to follow any instruction reasonably given by the Participant’s superiors in the course of employment; or (vi) the Participant’s commission of any act which results in negative publicity to the Company, regardless of whether such act occurred within the performance of his or her duties or responsibilities. If, subsequent to the Termination of a Participant for any reason other than by the Service Recipient for Cause, it is discovered that the Participant’s employment or service could have been terminated for Cause, such Participant’s employment or service shall, at the discretion of the Committee, be deemed to have been terminated by the Service Recipient for Cause for all purposes under the Plan, and the Participant shall be required to repay or return to the Company all amounts and benefits received by him or her in respect of any Award following such Termination that would have been forfeited under the Plan had such Termination been by the Service Recipient for Cause. In the event that there is an Award Agreement or Participant Agreement defining Cause, “Cause” shall have the meaning provided in such agreement, and a Termination by the Service Recipient for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such Award Agreement or Participant Agreement are complied with.
(f)   A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred in one or a series of related transactions:
(1)   any Person is or becomes the Beneficial Owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by

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such Person any securities acquired directly from the Company or its Affiliates) representing more than forty percent (40%) of the combined voting power of the Company’s then outstanding voting securities;
(2)   the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who as of May 15, 2020 (the “Approval Date”) constituted the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company, but excluding any director whose assumption of office has been approved by the Continuing Directors (as defined below) in the manner referenced below) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Approval Date or whose appointment, election or nomination for election was previously so approved or recommended by such directors (such directors, the “Continuing Directors”);
(3)   there is consummated a reorganization, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (A) a reorganization, merger or consolidation which results in the voting securities of the Company outstanding immediately prior to such reorganization, merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such reorganization, merger or consolidation in substantially the same proportions as immediately prior to such reorganization, merger or consolidation, or (B) a reorganization, merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing more than forty percent (40%) of the combined voting power of the Company’s then outstanding securities; or
(4)   the stockholders of the Company approve a plan of liquidation or dissolution of the Company or there is consummated an agreement for the sale or other disposition, directly or indirectly, by the Company of all or substantially all of the Company’s assets, other than such sale or other disposition by the Company of all or substantially all of the Company’s assets to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which is owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, with respect to the payment of any amount that constitutes a deferral of compensation subject to Section 409A of the Code payable upon a Change in Control, a Change in Control shall not be deemed to have occurred, unless the Change in Control constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company under Section 409A(a)(2)(A)(v) of the Code.
(g)   “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto.
(h)   “Committee” means the Board, the Compensation Committee of the Board or such other committee consisting of two or more individuals appointed by the Board to administer the Plan and each other individual or committee of individuals designated to exercise authority under the Plan.
(i)   “Company” means Cowen Inc., a Delaware corporation.
(j)   “Corporate Event” has the meaning set forth in Section 10(b) hereof.
(k)   “Data” has the meaning set forth in Section 20(f) hereof.
(l)   “Disability” means, with respect to a Participant and in the absence of an Award Agreement or Participant Agreement otherwise defining Disability, the permanent and total disability of the Participant such that he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous

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period of not less than twelve (12) months. In the event that there is an Award Agreement or Participant Agreement defining Disability, “Disability” shall have the meaning provided in such Award Agreement or Participant Agreement.
(m)   “Disqualifying Disposition” means any disposition (including any sale) of Stock acquired upon the exercise of an Incentive Stock Option made within the period that ends either (1) two years after the date on which the Participant was granted the Incentive Stock Option or (2) one year after the date upon which the Participant acquired the Stock.
(n)   “Effective Date” means May 21, 2020, which is the date on which the Plan was originally approved by the Board.
(o)   “Eligible Person” means (1) each employee and officer of the Company or any of its Affiliates, (2) each non-employee director of the Company or any of its Affiliates; (3) each other natural Person who provides services to the Company or any of its Affiliates as a consultant or advisor (or a wholly owned alter ego entity of the natural Person providing such services of which such Person is an employee, stockholder or partner) and who is designated as eligible by the Committee, and (4) each natural Person who has been offered employment by the Company or any of its Affiliates; provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such Person has commenced employment or service with the Company or its Affiliates; provided further, however, that, (i) with respect to any Award that is intended to qualify as a “stock right” that does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the term “Affiliate” as used in this Section 2(o) shall include only those corporations or other entities in the unbroken chain of corporations or other entities beginning with the Company where each of the corporations or other entities in the unbroken chain other than the last corporation or other entity owns stock possessing at least fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations or other entities in the chain, and (ii) with respect to any Award that is intended to be an Incentive Stock Option, the term “Affiliate” as used in this Section 2(o) shall include only those entities that qualify as a “subsidiary corporation” with respect to the Company within the meaning of Section 424(f) of the Code. An employee on an approved leave of absence may be considered as still in the employ of the Company or any of its Affiliates for purposes of eligibility for participation in the Plan.
(p)   “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto.
(q)   “Expiration Date” means, with respect to an Option or Stock Appreciation Right, the date on which the term of such Option or Stock Appreciation Right expires, as determined under Section 5(b) or 8(b) hereof, as applicable.
(r)   “Fair Market Value” means, as of any date when the Stock is listed on one or more national securities exchanges, the closing price reported on the principal national securities exchange on which such Stock is listed and traded on the date of determination or, if the closing price is not reported on such date of determination, the closing price reported on the most recent date prior to the date of determination. If the Stock is not listed on a national securities exchange, “Fair Market Value” shall mean the amount determined by the Board in good faith, and in a manner consistent with Section 409A of the Code, to be the fair market value per share of Stock.
(s)   “GAAP” means the U.S. Generally Accepted Accounting Principles, as in effect from time to time.
(t)   “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.
(u)   “Nonqualified Stock Option” means an Option not intended to be an Incentive Stock Option.
(v)   “Option” means a conditional right, granted to a Participant under Section 5 hereof, to purchase Stock at a specified price during a specified time period.
(w)   “Option Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Options.
(x)   “Other Cash-Based Award” means an Award granted to a Participant under Section 9 hereof, denominated and payable in cash, including cash awarded as a bonus or upon the attainment of performance goals or criteria, a period of continued employment or other terms and conditions as permitted under the Plan.

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(y)   “Other Stock-Based Award” means an Award granted to a Participant pursuant to Section 9 hereof, that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock including but not limited to performance units or dividend equivalents, each of which may be subject to the attainment of performance goals or criteria, a period of continued employment or other terms and conditions as permitted under the Plan.
(z)   “Participant” means an Eligible Person who has been granted an Award under the Plan or, if applicable, such other Person who holds an Award.
(aa)   “Participant Agreement” means an employment or other services agreement between a Participant and the Service Recipient that describes the terms and conditions of such Participant’s employment or service with the Service Recipient and is effective as of the date of determination.
(bb)   “Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, or other entity.
(cc)   “Plan” means this Cowen Inc. 2020 Equity Incentive Plan, as amended from time to time.
(dd)   “Qualified Member” means a member of the Committee who is a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and an “independent director” as defined under, as applicable, the NASDAQ Listing Rules, the NYSE Listed Company Manual or other applicable stock exchange rules.
(ee)   “Qualifying Committee” has the meaning set forth in Section 3(b) hereof.
(ff)   “Restricted Stock” means Stock granted to a Participant under Section 6 hereof that is subject to certain restrictions and to a risk of forfeiture.
(gg)   “Restricted Stock Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Restricted Stock.
(hh)   “Restricted Stock Unit” means a notional unit representing the right to receive one share of Stock (or the cash value of one share of Stock, if so determined by the Committee) on a specified settlement date.
(ii)   “RSU Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Restricted Stock Units.
(jj)   “SAR Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Stock Appreciation Rights.
(kk)   “Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto.
(ll)   “Service Recipient” means, with respect to a Participant holding an Award, either the Company or an Affiliate of the Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a Termination was most recently providing, services, as applicable.
(mm)   “Stock” means the Class A common stock, par value $0.01 per share, of the Company, and such other securities as may be substituted for such stock pursuant to Section 10 hereof.
(nn)   “Stock Appreciation Right” means a conditional right to receive an amount equal to the value of the appreciation in the Stock over a specified period. Except in the event of extraordinary circumstances, as determined in the sole discretion of the Committee, or pursuant to Section 10(b) hereof, Stock Appreciation Rights shall be settled in Stock.
(oo)   “Substitute Award” has the meaning set forth in Section 4(a) hereof.
(pp)   “Termination” means the termination of a Participant’s employment or service, as applicable, with the Service Recipient; provided, however, that, if so determined by the Committee at the time of any change in status in relation to the Service Recipient (e.g., a Participant ceases to be an employee and begins providing services as a consultant, or vice versa), such change in status will not be deemed a Termination hereunder. Unless otherwise determined by the Committee, in the event that the Service Recipient ceases to be an Affiliate of the Company (by

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reason of sale, divestiture, spin-off, or other similar transaction), unless a Participant’s employment or service is transferred to another entity that would constitute the Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction. Notwithstanding anything herein to the contrary, a Participant’s change in status in relation to the Service Recipient (for example, a change from employee to consultant) shall not be deemed a Termination hereunder with respect to any Awards constituting “nonqualified deferred compensation” subject to Section 409A of the Code that are payable upon a Termination unless such change in status constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payments in respect of an Award constituting nonqualified deferred compensation subject to Section 409A of the Code that are payable upon a Termination shall be delayed for such period as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code. Within ten (10) business days following the expiration of such period, the Participant shall be paid, in a single lump sum without interest, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule applicable to such Award.
3.
Administration.
(a)   Authority of the Committee.   Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to (1) select Eligible Persons to become Participants, (2) grant Awards, (3) determine the type, number and type of shares of Stock subject to, other terms and conditions of, and all other matters relating to, Awards, (4) prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, (5) construe and interpret the Plan and Award Agreements and correct defects, supply omissions, and reconcile inconsistencies therein, (6) suspend the right to exercise Awards during any period that the Committee deems appropriate to comply with applicable securities laws, and thereafter extend the exercise period of an Award by an equivalent period of time or such shorter period required by, or necessary to comply with, applicable law, and (7) make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. Any action of the Committee shall be final, conclusive, and binding on all Persons, including, without limitation, the Company, its stockholders and Affiliates, Eligible Persons, Participants, and beneficiaries of Participants. Notwithstanding anything in the Plan to the contrary, the Committee shall have the ability to accelerate the vesting of any outstanding Award at any time and for any reason, including upon a Corporate Event, subject to Section 10(d), or in the event of a Participant’s Termination by the Service Recipient other than for Cause, or due to the Participant’s death, Disability orretirement (as such term may be defined in an applicable Award Agreement or Participant Agreement, or, if no such definition exists, in accordance with the Company’s then-current employment policies and guidelines). For the avoidance of doubt, the Board shall have the authority to take all actions under the Plan that the Committee is permitted to take.
(b)   Manner of Exercise of Committee Authority.   At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to a Participant who is then subject to Section 16 of the Exchange Act in respect of the Company, must be taken by the remaining members of the Committee or a subcommittee, designated by the Committee or the Board, composed solely of two or more Qualified Members (a “Qualifying Committee”). Any action authorized by such a Qualifying Committee shall be deemed the action of the Committee for purposes of the Plan. The express grant of any specific power to a Qualifying Committee, and the taking of any action by such a Qualifying Committee, shall not be construed as limiting any power or authority of the Committee.
(c)   Delegation.   To the extent permitted by applicable law, the Committee may delegate to officers or employees of the Company or any of its Affiliates, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions under the Plan, including, but not limited to, administrative functions, as the Committee may determine appropriate. The Committee may appoint agents to assist it in administering the Plan. Any actions taken by an officer or employee delegated authority pursuant to this Section 3(c) within the scope of such delegation shall, for all purposes under the Plan, be deemed to be an action taken by the Committee. Notwithstanding the foregoing or any other provision of the Plan to the contrary, any Award granted under the Plan to any Eligible Person who is not an employee of the Company or any of its Affiliates (including any non-employee director of the Company or any Affiliate) or to any Eligible Person who is subject to Section 16 of the Exchange Act must be expressly approved by the Committee or Qualifying Committee in accordance with Section 3(b) above.

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(d)   Sections 409A and 457A.   The Committee shall take into account compliance with Sections 409A and 457A of the Code in connection with any grant of an Award under the Plan, to the extent applicable. While the Awards granted hereunder are intended to be structured in a manner to avoid the imposition of any penalty taxes under Sections 409A and 457A of the Code, in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on a Participant as a result of Section 409A or Section 457A of the Code or any damages for failing to comply with Section 409A or Section 457A of the Code or any similar state or local laws (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A or Section 457A of the Code).
4.
Shares Available Under the Plan; Other Limitations.
(a)   Number of Shares Available for Delivery.   Subject to adjustment as provided in Section 10 hereof, the total number of shares of Stock originally reserved and available for delivery in connection with Awards under the Plan was equal 3,000,000. Subject to approval by the Company’s stockholders at the Company’s annual meeting to be held on June 24, 2021, pursuant to an amendment and restatement of the Plan, effective May 19, 2021, an additional 2,000,000 shares of Stock were authorized for issuance under the Plan. Shares of Stock delivered under the Plan shall consist of authorized and unissued shares or previously issued shares of Stock reacquired by the Company on the open market or by private purchase. Notwithstanding the foregoing, (i) except as may be required by reason of Section 422 of the Code, the number of shares of Stock available for issuance hereunder shall not be reduced by shares issued pursuant to Awards issued or assumed in connection with a merger or acquisition as contemplated by, as applicable, NYSE Listed Company Manual Section 303A.08, NASDAQ Listing Rule 5635(c) and IM-5635-1, AMEX Company Guide Section 711, or other applicable stock exchange rules, and their respective successor rules and listing exchange promulgations (each such Award, a “Substitute Award”); and (ii) shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.
(b)   Share Counting Rules.   The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double-counting (as, for example, in the case of tandem awards or Substitute Awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. To the extent that an Award is settleable solely in cash, no shares of Stock shall be deemed to have been issued pursuant to the Plan with respect to such Award nor shall any such shares count against the aggregate number of shares of Stock that may be delivered in connection with Awards (as set forth in Section 4(a) hereof). To the extent that an Award is settleable partially in cash and partially in shares of Stock, no shares of Stock shall be deemed to have been issued pursuant to the Plan with respect to the portion of such Award that is settled in cash nor shall any such shares count against the aggregate number of shares of Stock that may be delivered in connection with Awards (as set forth in Section 4(a) hereof). Other than with respect to a Substitute Award, to the extent that an Award expires or is canceled, forfeited, settled in cash, or otherwise terminated without delivery to the Participant of the full number of shares of Stock to which the Award related, the undelivered shares of Stock will again be available for grant. Shares of Stock withheld in payment of the exercise price or taxes relating to an Award and shares of Stock equal to the number surrendered in payment of any exercise price or taxes relating to an Award shall not be deemed to constitute shares delivered to the Participant and shall be deemed to again be available for delivery under the Plan.
(c)   Incentive Stock Options.   No more than 5,000,000 shares of Stock (subject to adjustment as provided in Section 10 hereof) reserved for issuance hereunder may be issued or transferred upon exercise or settlement of Incentive Stock Options.
(d)   Shares Available Under Acquired Plans.   To the extent permitted by NYSE Listed Company Manual Section 303A.08, NASDAQ Listing Rule 5635(c) or other applicable stock exchange rules, subject to applicable law, in the event that a company acquired by the Company or with which the Company combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio of formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of Stock reserved and available for delivery in connection with Awards under the Plan; provided that Awards using such available shares shall not be made after the date awards could have been made under the terms of

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such pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by the Company or any subsidiary of the Company immediately prior to such acquisition or combination.
(e)   Limitation on Awards to Non-Employee Directors.   Notwithstanding anything herein to the contrary, the maximum value of any Awards granted to a non-employee director of the Company in any one calendar year, taken together with any cash fees paid to such non-employee director during such calendar year, shall not exceed $500,000 (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes and excluding, for this purpose, the value of any dividend equivalent payments paid pursuant to any Award granted in a previous year).
5.
Options.
(a)   General.   Certain Options granted under the Plan may be intended to be Incentive Stock Options; however, no Incentive Stock Options may be granted hereunder following the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board and (ii) the date the stockholders of the Company approve the Plan. Options may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate; provided, however, that Incentive Stock Options may be granted only to Eligible Persons who are employees of the Company or an Affiliate (as such definition is limited pursuant to Section 2(o) hereof) of the Company. The provisions of separate Options shall be set forth in separate Option Agreements, which agreements need not be identical. No dividends or dividend equivalents shall be paid on Options.
(b)   Term.   The term of each Option shall be set by the Committee at the time of grant; provided, however, that no Option granted hereunder shall be exercisable after, and each Option shall expire, ten (10) years from the date it was granted.
(c)   Exercise Price.   The exercise price per share of Stock for each Option shall be set by the Committee at the time of grant and shall not be less than the Fair Market Value on the date of grant, subject to Section 5(g) hereof in the case of any Incentive Stock Option. Notwithstanding the foregoing, in the case of an Option that is a Substitute Award, the exercise price per share of Stock for such Option may be less than the Fair Market Value on the date of grant; provided, that such exercise price is determined in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code.
(d)   Payment for Stock.   Payment for shares of Stock acquired pursuant to an Option granted hereunder shall be made in full upon exercise of the Option in a manner approved by the Committee, which may include any of the following payment methods: (1) in immediately available funds in U.S. dollars, or by certified or bank cashier’s check, (2) by delivery of shares of Stock having a value equal to the exercise price, (3) by a broker-assisted cashless exercise in accordance with procedures approved by the Committee, whereby payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with shares of Stock subject to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations, or (4) by any other means approved by the Committee (including, by delivery of a notice of “net exercise” to the Company, pursuant to which the Participant shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise). Notwithstanding anything herein to the contrary, if the Committee determines that any form of payment available hereunder would be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, such form of payment shall not be available.
(e)   Vesting.   Options shall vest and become exercisable in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in an Option Agreement; provided, however, that, notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Option at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of an Option shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason.
(f)   Termination of Employment or Service.   Except as provided by the Committee in an Option Agreement, Participant Agreement or otherwise:
(1)   In the event of a Participant’s Termination prior to the applicable Expiration Date for any reason other than (i) by the Service Recipient for Cause, or (ii) by reason of the Participant’s death or Disability, (A) all

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vesting with respect to such Participant’s Options outstanding shall cease, (B) all of such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (C) all of such Participant’s vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is ninety (90) days after the date of such Termination.
(2)   In the event of a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, (i) all vesting with respect to such Participant’s Options outstanding shall cease, (ii) all of such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (iii) all of such Participant’s vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is twelve (12) months after the date of such Termination. In the event of a Participant’s death, such Participant’s Options shall remain exercisable by the Person or Persons to whom such Participant’s rights under the Options pass by will or by the applicable laws of descent and distribution until the applicable Expiration Date, but only to the extent that the Options were vested at the time of such Termination.
(3)   In the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all of such Participant’s Options outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of such Termination.
(g)   Special Provisions Applicable to Incentive Stock Options.
(1)   No Incentive Stock Option may be granted to any Eligible Person who, at the time the Option is granted, owns directly, or indirectly within the meaning of Section 424(d) of the Code, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary thereof, unless such Incentive Stock Option (i) has an exercise price of at least one hundred ten percent (110%) of the Fair Market Value on the date of the grant of such Option and (ii) cannot be exercised more than five (5) years after the date it is granted.
(2)   To the extent that the aggregate Fair Market Value (determined as of the date of grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.
(3)   Each Participant who receives an Incentive Stock Option must agree to notify the Company in writing immediately after the Participant makes a Disqualifying Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock Option.
6.
Restricted Stock.
(a)   General.   Restricted Stock may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Awards of Restricted Stock shall be set forth in separate Restricted Stock Agreements, which agreements need not be identical. Subject to the restrictions set forth in Section 6(b) hereof, and except as otherwise set forth in the applicable Restricted Stock Agreement, the Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. Unless otherwise set forth in a Participant’s Restricted Stock Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and shall be subject to forfeiture to the same degree as the shares of Restricted Stock to which such dividends relate. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld.
(b)   Vesting and Restrictions on Transfer.   Restricted Stock shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a Restricted Stock Agreement; provided, however, that, notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Award of Restricted Stock at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of an Award of Restricted Stock shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave

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of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. In addition to any other restrictions set forth in a Participant’s Restricted Stock Agreement, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Stock prior to the time the Restricted Stock has vested pursuant to the terms of the Restricted Stock Agreement.
(c)   Termination of Employment or Service.   Except as provided by the Committee in a Restricted Stock Agreement, Participant Agreement or otherwise, in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock has vested, (1) all vesting with respect to such Participant’s Restricted Stock outstanding shall cease, and (2) as soon as practicable following such Termination, the Company shall repurchase from the Participant, and the Participant shall sell, all of such Participant’s unvested shares of Restricted Stock at a purchase price equal to the lesser of (A) the original purchase price paid for the Restricted Stock (as adjusted for any subsequent changes in the outstanding Stock or in the capital structure of the Company) less any dividends or other distributions or bonus received (or to be received) by the Participant (or any transferee) in respect of such Restricted Stock prior to the date of repurchase and (B) the Fair Market Value of the Stock on the date of such repurchase; provided that, if the original purchase price paid for the Restricted Stock is equal to zero dollars ($0), such unvested shares of Restricted Stock shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination.
7.
Restricted Stock Units.
(a)   General.   Restricted Stock Units may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Restricted Stock Units shall be set forth in separate RSU Agreements, which agreements need not be identical.
(b)   Vesting.   Restricted Stock Units shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in an RSU Agreement; provided, however, that, notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Restricted Stock Unit at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of a Restricted Stock Unit shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment.
(c)   Settlement.   Restricted Stock Units shall be settled in Stock, cash, or property, as determined by the Committee, in its sole discretion, on the date or dates determined by the Committee and set forth in an RSU Agreement. Unless otherwise set forth in a Participant’s RSU Agreement, a Participant shall not be entitled to dividends, if any, or dividend equivalents with respect to Restricted Stock Units prior to settlement.
(d)   Termination of Employment or Service.   Except as provided by the Committee in an RSU Agreement, Participant Agreement or otherwise, in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock Units have been settled, (1) all vesting with respect to such Participant’s Restricted Stock Units outstanding shall cease, (2) all of such Participant’s unvested Restricted Stock Units outstanding shall be forfeited for no consideration as of the date of such Termination, and (3) any shares remaining undelivered with respect to vested Restricted Stock Units then held by such Participant shall be delivered on the delivery date or dates specified in the RSU Agreement.
8.
Stock Appreciation Rights.
(a)   General.   Stock Appreciation Rights may be granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate. The provisions of separate Stock Appreciation Rights shall be set forth in separate SAR Agreements, which agreements need not be identical. No dividends or dividend equivalents shall be paid on Stock Appreciation Rights.
(b)   Term.   The term of each Stock Appreciation Right shall be set by the Committee at the time of grant; provided, however, that no Stock Appreciation Right granted hereunder shall be exercisable after, and each Stock Appreciation Right shall expire, ten (10) years from the date it was granted.

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(c)   Base Price.   The base price per share of Stock for each Stock Appreciation Right shall be set by the Committee at the time of grant and shall not be less than the Fair Market Value on the date of grant. Notwithstanding the foregoing, in the case of a Stock Appreciation Right that is a Substitute Award, the base price per share of Stock for such Stock Appreciation Right may be less than the Fair Market Value on the date of grant; provided, that such base price is determined in a manner consistent with the provisions of Section 409A of the Code.
(d)   Vesting.   Stock Appreciation Rights shall vest and become exercisable in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a SAR Agreement; provided, however, that, notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Stock Appreciation Right at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of a Stock Appreciation Right shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. If a Stock Appreciation Right is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Stock Appreciation Right expires, is canceled or otherwise terminates.
(e)   Payment upon Exercise.   Payment upon exercise of a Stock Appreciation Right may be made in cash, Stock, or property as specified in the SAR Agreement or determined by the Committee, in each case having a value in respect of each share of Stock underlying the portion of the Stock Appreciation Right so exercised, equal to the difference between the base price of such Stock Appreciation Right and the Fair Market Value of one (1) share of Stock on the exercise date. For purposes of clarity, each share of Stock to be issued in settlement of a Stock Appreciation Right is deemed to have a value equal to the Fair Market Value of one (1) share of Stock on the exercise date. In no event shall fractional shares be issuable upon the exercise of a Stock Appreciation Right, and in the event that fractional shares would otherwise be issuable, the number of shares issuable will be rounded down to the next lower whole number of shares, and the Participant will be entitled to receive a cash payment equal to the value of such fractional share.
(f)   Termination of Employment or Service.   Except as provided by the Committee in a SAR Agreement, Participant Agreement or otherwise:
(1)   In the event of a Participant’s Termination prior to the applicable Expiration Date for any reason other than (i) by the Service Recipient for Cause, or (ii) by reason of the Participant’s death or Disability, (A) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease, (B) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (C) all of such Participant’s vested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is ninety (90) days after the date of such Termination.
(2)   In the event of a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, (i) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease, (ii) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (iii) all of such Participant’s vested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is twelve (12) months after the date of such Termination. In the event of a Participant’s death, such Participant’s Stock Appreciation Rights shall remain exercisable by the Person or Persons to whom such Participant’s rights under the Stock Appreciation Rights pass by will or by the applicable laws of descent and distribution until the applicable Expiration Date, but only to the extent that the Stock Appreciation Rights were vested at the time of such Termination.
(3)   In the event of a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all of such Participant’s Stock Appreciation Rights outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of such Termination.

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9.
Other Stock- or Cash-Based Awards.
The Committee is authorized, subject to limitations under applicable law, to grant to Participants such Other Stock-Based Awards and Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee may also grant Stock as a bonus (whether or not subject to any vesting requirements or other restrictions on transfer), and may grant other Awards in lieu of obligations of the Company or an Affiliate to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Committee. The terms and conditions applicable to such Awards shall be determined by the Committee and evidenced by Award Agreements, which agreements need not be identical.
10.
Adjustment for Recapitalization, Merger, etc.
(a)   Capitalization Adjustments.   The aggregate number of shares of Stock that may be delivered in connection with Awards (as set forth in Section 4 hereof), the numerical share limits in Section 4(a) hereof, the number of shares of Stock covered by each outstanding Award, and the price per share of Stock underlying each such Award shall be equitably and proportionally adjusted or substituted, as determined by the Committee, in its sole discretion, as to the number, price, or kind of a share of Stock or other consideration subject to such Awards (1) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock dividends, extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, amalgamations, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such Award (including any Corporate Event); (2) in connection with any extraordinary dividend declared and paid in respect of shares of Stock, whether payable in the form of cash, stock, or any other form of consideration; or (3) in the event of any change in applicable laws or circumstances that results in or could result in, in either case, as determined by the Committee in its sole discretion, any substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants in the Plan.
(b)   Corporate Events.   Notwithstanding the foregoing, except as provided by the Committee in an Award Agreement, Participant Agreement or otherwise, in connection with (i) a merger, amalgamation, or consolidation involving the Company in which the Company is not the surviving corporation, (ii) a merger, amalgamation, or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Stock receive securities of another corporation or other property or cash, (iii) a Change in Control, or (iv) the reorganization, dissolution or liquidation of the Company (each, a “Corporate Event”), the Committee may provide for any one or more of the following:
(1)   The assumption or substitution of any or all Awards in connection with such Corporate Event, in which case the Awards shall be subject to the adjustment set forth in Section 10(a) above;
(2)   The acceleration of vesting of any or all Awards not assumed or substituted in connection with such Corporate Event, subject to the consummation of such Corporate Event;
(3)   The cancellation of any or all Awards not assumed or substituted in connection with such Corporate Event (whether vested or unvested) as of the consummation of such Corporate Event, together with the payment to the Participants holding vested Awards (including any Awards that would vest upon the Corporate Event but for such cancellation) so canceled of an amount in respect of cancellation equal to the amount payable pursuant to any Other Cash-Based Award or, with respect to other Awards, an amount based upon the per-share consideration being paid for the Stock in connection with such Corporate Event, less, in the case of Options, Stock Appreciation Rights, and other Awards subject to exercise, the applicable exercise or base price; provided, however, that holders of Options, Stock Appreciation Rights, and other Awards subject to exercise shall be entitled to consideration in respect of cancellation of such Awards only if the per-share consideration less the applicable exercise or base price is greater than zero dollars ($0), and to the extent that the per-share consideration is less than or equal to the applicable exercise or base price, such Awards shall be canceled for no consideration;
(4)   The cancellation of any or all Options, Stock Appreciation Rights and other Awards subject to exercise not assumed or substituted in connection with such Corporate Event (whether vested or unvested) as of the consummation of such Corporate Event; provided that all Options, Stock Appreciation Rights and other Awards to be so canceled pursuant to this paragraph (4) shall first become exercisable for a period of at least ten (10) days prior to such Corporate Event, with any exercise during such period of any unvested Options,

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Stock Appreciation Rights or other Awards to be (A) contingent upon and subject to the occurrence of the Corporate Event, and (B) effectuated by such means as are approved by the Committee; and
(5)   The replacement of any or all Awards (other than Awards that are intended to qualify as “stock rights” that do not provide for a “deferral of compensation” within the meaning of Section 409A of the Code) with a cash incentive program that preserves the value of the Awards so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Awards so replaced and payment to be made within thirty (30) days of the applicable vesting date.
Payments to holders pursuant to paragraph (3) above shall be made in cash or, in the sole discretion of the Committee, and to the extent applicable, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or a combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Stock covered by the Award at such time (less any applicable exercise or base price). In addition, in connection with any Corporate Event, prior to any payment or adjustment contemplated under this Section 10(b), the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his or her Awards, (B) bear such Participant’s pro-rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Stock, and (C) deliver customary transfer documentation as reasonably determined by the Committee. The Committee need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Committee may take different actions with respect to the vested and unvested portions of an Award.
(c)   Fractional Shares.   Any adjustment provided under this Section 10 may, in the Committee’s discretion, provide for the elimination of any fractional share that might otherwise become subject to an Award. No cash settlements shall be made with respect to fractional shares so eliminated.
(d)   Double-Trigger Vesting.   Notwithstanding any other provisions of the Plan, an Award Agreement or Participant Agreement to the contrary, with respect to any Award that is assumed or substituted in connection with a Change in Control, the vesting, payment, purchase or distribution of such Award may not be accelerated by reason of the Change in Control for any Participant unless the Participant (a) experiences an involuntary Termination as a result of the Change in Control, and (b) executes, returns and does not revoke (if permitted by law) a full release of claims in favor of the Company and its predecessors in the Change of Control, to the extent not already required by the governing Award Agreement. Unless otherwise provided for in an Award Agreement or Participant Agreement, any Award held by a Participant who experiences an involuntary Termination as a result of a Change in Control shall immediately vest as of the date of such Termination. For purposes of this Section 10(d), a Participant will be deemed to experience an involuntary Termination as a result of a Change in Control if the Participant (i) experiences a Termination by the Service Recipient other than for Cause, (ii) experiences a Termination by reason of the Participant’s resignation for “good reason” ​(or similar term) as defined in the applicable Award Agreement, Participant Agreement, or in a written change in control, retention, severance or similar agreement between the Company and a Participant, or in a change in control, retention, severance or similar plan maintained by the Company in which the Participant participates), (iii) otherwise experiences a Termination under circumstances which entitle the Participant to mandatory severance payment(s) pursuant to applicable law, or (iv) in the case of a non-employee director of the Company, if the non-employee director’s service on the Board terminates in connection with or as a result of a Change in Control, in each case, at any time beginning on the date of the Change in Control up to and including the second (2nd) anniversary of the Change in Control.
11.
Use of Proceeds.
The proceeds received from the sale of Stock pursuant to the Plan shall be used for general corporate purposes.
12.
Rights and Privileges as a Stockholder.
Except as otherwise specifically provided in the Plan, no Person shall be entitled to the rights and privileges of Stock ownership in respect of shares of Stock that are subject to Awards hereunder until such shares have been issued to that Person.

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13.
Transferability of Awards.
Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the applicable laws of descent and distribution, and to the extent subject to exercise, Awards may not be exercised during the lifetime of the grantee other than by the grantee. Notwithstanding the foregoing, except with respect to Incentive Stock Options, Awards and a Participant’s rights under the Plan shall be transferable for no value to the extent provided in an Award Agreement or otherwise determined at any time by the Committee.
14.
Employment or Service Rights.
No individual shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for the grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any right to be retained in the employ or service of the Company or an Affiliate of the Company.
15.
Compliance with Laws.
The obligation of the Company to deliver Stock upon issuance, vesting, exercise, or settlement of any Award shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to an Award unless such shares have been properly registered for sale with the U.S. Securities and Exchange Commission pursuant to the Securities Act (or with a similar non-U.S. regulatory agency pursuant to a similar law or regulation) or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale or resale under the Securities Act any of the shares of Stock to be offered or sold under the Plan or any shares of Stock to be issued upon exercise or settlement of Awards. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.
16.
Withholding Obligations.
As a condition to the issuance, vesting, exercise, or settlement of any Award (or upon the making of an election under Section 83(b) of the Code), the Committee may require that a Participant satisfy, through deduction or withholding from any payment of any kind otherwise due to the Participant, or through such other arrangements as are satisfactory to the Committee, the amount of all federal, state, and local income and other taxes and withholdings of any kind required or permitted to be withheld in connection with such issuance, vesting, exercise, or settlement (or election). The Committee, in its discretion, may permit shares of Stock to be used to satisfy tax withholding requirements, and such shares shall be valued at their Fair Market Value as of the issuance, vesting, exercise, or settlement date of the Award, as applicable. Depending on the withholding method, the Company may withhold by considering the applicable minimum statutorily required withholding rates or other applicable withholding rates in the applicable Participant’s jurisdiction, including maximum applicable rates that may be utilized without creating adverse accounting treatment under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto).
17.
Amendment of the Plan or Awards.
(a)   Amendment of Plan.   The Board or the Committee may amend the Plan at any time and from time to time.
(b)   Amendment of Awards.   The Board or the Committee may amend the terms of any one or more Awards at any time and from time to time.
(c)   Stockholder Approval; No Material Impairment.   Notwithstanding anything herein to the contrary, no amendment to the Plan or any Award shall be effective without stockholder approval to the extent that such approval is required pursuant to applicable law or the applicable rules of each national securities exchange on which the Stock is listed. Additionally, no amendment to the Plan or any Award shall materially impair a Participant’s rights

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under any Award unless the Participant consents in writing (it being understood that no action taken by the Board or the Committee that is expressly permitted under the Plan, including, without limitation, any actions described in Section 10 hereof, shall constitute an amendment to the Plan or an Award for such purpose). Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without an affected Participant’s consent, the Board or the Committee may amend the terms of the Plan or any one or more Awards from time to time as necessary to bring such Awards into compliance with applicable law, including, without limitation, Section 409A of the Code.
(d)   No Repricing of Awards Without Stockholder Approval.   Notwithstanding Sections 17(a) or 17(b) above, or any other provision of the Plan, the repricing of Awards shall not be permitted without stockholder approval. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (1) changing the terms of an Award to lower its exercise or base price (other than on account of capital adjustments resulting from share splits, etc., as described in Section 10(a) hereof), (2) any other action that is treated as a repricing under GAAP, and (3) repurchasing for cash or canceling an Award in exchange for another Award at a time when its exercise or base price is greater than the Fair Market Value of the underlying Stock, unless the cancellation and exchange occurs in connection with an event set forth in Section 10(b) hereof.
18.
Termination or Suspension of the Plan.
The Board or the Committee may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date the stockholders of the Company approve the Plan. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated; provided, however, that following any suspension or termination of the Plan, the Plan shall remain in effect for the purpose of governing all Awards then outstanding hereunder until such time as all Awards under the Plan have been terminated, forfeited, or otherwise canceled, or earned, exercised, settled, or otherwise paid out, in accordance with their terms.
19.
Effective Date of the Plan.
The Plan is effective as of the Effective Date, subject to stockholder approval.
20.
Miscellaneous.
(a)   Certificates.   Stock acquired pursuant to Awards granted under the Plan may be evidenced in such a manner as the Committee shall determine. If certificates representing Stock are registered in the name of the Participant, the Committee may require that (1) such certificates bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Stock, (2) the Company retain physical possession of the certificates, and (3) the Participant deliver a stock power to the Company, endorsed in blank, relating to the Stock. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, that the Stock shall be held in book-entry form rather than delivered to the Participant pending the release of any applicable restrictions.
(b)   Other Benefits.   No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.
(c)   Corporate Action Constituting Grant of Awards.   Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Committee, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Committee consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares of Stock) that are inconsistent with those in the Award Agreement as a result of a clerical error in connection with the preparation of the Award Agreement, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement.
(d)   Clawback/Recoupment Policy.   Notwithstanding anything contained herein to the contrary, all Awards granted under the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy currently in effect or as may be adopted by the Board (or a committee or subcommittee of the Board) and, in each case, as may be amended from time to time. No such policy adoption or amendment shall in any event require the

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prior consent of any Participant. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” ​(or similar term) under any agreement with the Company or any of its Affiliates. In the event that an Award is subject to more than one such policy, the policy with the most restrictive clawback or recoupment provisions shall govern such Award, subject to applicable law.
(e)   Non-Exempt Employees.   If an Option is granted to an employee of the Company or any of its Affiliates in the United States who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option will not be first exercisable for any shares of Stock until at least six (6) months following the date of grant of the Option (although the Option may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (1) if such employee dies or suffers a Disability, (2) upon a Corporate Event in which such Option is not assumed, continued, or substituted, (3) upon a Change in Control, or (4) upon the Participant’s retirement (as such term may be defined in the applicable Award Agreement or a Participant Agreement, or, if no such definition exists, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options held by such employee may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Award will be exempt from such employee’s regular rate of pay, the provisions of this Section 20(e)will apply to all Awards.
(f)   Data Privacy.   As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this Section 20(e) by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering, and managing the Plan and Awards and the Participant’s participation in the Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”). In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan, the Company and its Affiliates may each transfer the Data to any third parties assisting the Company in the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any shares of Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Plan and Awards and the Participant’s participation in the Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Participant’s eligibility to participate in the Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative.
(g)   Participants Outside of the United States.   The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then a resident, or is primarily employed or providing services, outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then a resident or primarily employed or providing services, or so that the value and other benefits of the Award to the Participant, as affected by non — U.S. tax laws and other restrictions applicable as a result of the Participant’s residence, employment, or providing services abroad, shall be comparable to the value of such Award to a Participant who is

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a resident, or is primarily employed or providing services, in the United States. An Award may be modified under this Section 20(g) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the Participant whose Award is modified. Additionally, the Committee may adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Eligible Persons who are non — U.S. nationals or are primarily employed or providing services outside the United States.
(h)   Change in Time Commitment.   In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company or any of its Affiliates is reduced (for example, and without limitation, if the Participant is an employee of the Company and the employee has a change in status from a full-time employee to a part-time employee) after the date of grant of any Award to the Participant, the Committee has the right in its sole discretion to (i) make a corresponding reduction in the number of shares of Stock subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.
(i)   No Liability of Committee Members.   Neither any member of the Committee nor any of the Committee’s permitted delegates shall be liable personally by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member of the Committee or for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer, or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against all costs and expenses (including counsel fees) and liabilities (including sums paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan, unless arising out of such Person’s own fraud or willful misconduct; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such Person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Persons may be entitled under the Company’s certificate or articles of incorporation or by-laws, each as may be amended from time to time, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
(j)   Payments Following Accidents or Illness.   If the Committee shall find that any Person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such Person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf of such Person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(k)   Governing Law.   The Plan shall be governed by and construed in accordance with the laws of State of Delaware without reference to the principles of conflicts of laws thereof.
(l)   Electronic Delivery.   Any reference herein to a “written” agreement or document or “writing” will include any agreement or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled or authorized by the Company to which the Participant has access) to the extent permitted by applicable law.
(m)   Statute of Limitations.   A Participant or any other person filing a claim for benefits under the Plan must file the claim within one (1) year of the date the Participant or other person knew or should have known of the facts giving rise to the claim. This one-year statute of limitations will apply in any forum where a Participant or any other person may file a claim and, unless the Company waives the time limits set forth above in its sole discretion, any claim not brought within the time periods specified shall be waived and forever barred.
(n)   Funding.   No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company be required to maintain separate bank accounts, books, records, or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the

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Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees and service providers under general law.
(o)   Reliance on Reports.   Each member of the Committee and each member of the Board shall be fully justified in relying, acting, or failing to act, and shall not be liable for having so relied, acted, or failed to act in good faith, upon any report made by the independent public accountant of the Company and its Affiliates and upon any other information furnished in connection with the Plan by any Person or Persons other than such member.
(p)   Titles and Headings.   The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
*      *      *
Adopted by the Board of Directors: May 19, 2021
Approved by the Stockholders:
Termination Date: June 21, 2030

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MMMMMMMMMMMM MMMMMMMMMMMMMM C123456789 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example.Pleaseexample. Please do not write outside the designated areas.If no electronic voting,delete QR code and control #? ˜Youareas. 2021 Annual Meeting Proxy Card Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing thisOnlineGo to www.investorvote.com/this card. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/COWN orscan the QR code — login details arelocatedor scdaenlettheeQQRRccooddeea—ndlocgoinntdroelta#ils are located in the shaded bar below.Savebelow. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money!Sign up for electronic delivery atwww.investorvote.com/COWNPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaVotes submitted electronically must bereceived by 12:00 a.m., Eastern Time, onJune 25, 2019.Your vote matters – here’s how to vote!01 - Brett Barth04 - Lawrence E. Leibowitz07 - Margaret L. Poster02 - Katherine E. Dietze05 - Jerome S. Markowitz08 - Douglas A. Rediker03 - Steven Kotler06 - Jack H. Nusbaum09 - Jeffrey M. SolomonFor Withhold For Withhold For Withhold9 2 C V++at www.investorvote.com/COWN 1234 5678 9012 345 T IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. T A Proposals — The Board of Directors recommends a vote FOR A the nominees listed, and FOR Proposals 2, 3 and 3.2. An advisory vote to approve the compensation of the namedexecutive officers.3. Ratify the appointment of KPMG LLP as the independentregistered public accounting firm for the fiscal year endingDecember 31, 2019.1.4 and AGAINST Proposal 5. 1. Elect nineeight members to the Board of Directors, each for a one-year term.Forterm. For Withhold For Withhold For Withhold 01 - Brett H. Barth 04 - Steven Kotler 07 - Douglas A. Rediker 02 - Katherine E. Dietze 05 - Lawrence E. Leibowitz 08 - Jeffrey M. Solomon 03 - Gregg A. Gonsalves 06 - Margaret L. Poster 2. An advisory vote to approve the compensation of the named executive officers. For Against AbstainPleaseAbstain 3. Ratify the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021. For Against Abstain 4. Approve an increase in the shares available for issuance under the 2020 Equity Incentive Plan. 5. A Shareholder Proposal Entitled “Shareholder Right to Act by Written Consent”. B Authorized Signatures — This section must be completed for your vote to be counted. Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please givefull title.Dategive full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.B Authorized Signaturesbox. MMMMMM C 1234567890 J N T 8 4 C V 5 0 6 4 1 6 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 03GW2A

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The 2021 Annual Meeting of Stockholders of Cowen Inc. will be held on June 24, 2021 at 10am EDT, virtually via the internet. Shareholders may attend by internet access at: www.meetingcenter.io/206079842. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for the meeting link is: COWN2021 Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/COWN ProxyThis section must be completed for your vote to be counted. Date and Sign BelowqIFCowen Inc. T IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q2019 Annual Meeting Proxy CardFor Against Abstain1234 5678 9012 3454 1 9 4 5 4MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDC 1234567890 J N TMMMMMMM

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Small steps make an impact.Help the environment by consenting to receive electronicdelivery, sign up at www.investorvote.com/COWNqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qNoticeENVELOPE. T + Notice of Annual Meeting of StockholdersProxyStockholders Proxy Solicited by Board of Directors for Annual Meeting — June 25, 2019Jeffrey24, 2021 Jeffrey M. Solomon and Owen S. Littman, or each of them, each with the power of substitution, are hereby authorized to represent and vote the shares oftheof the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Cowen Inc. to beheldbe held on June 25, 201924, 2021 or at any postponement or adjournment thereof.(Items (Items to be voted appear on reverse side)Proxy — Cowen Inc.C C Non-Voting Items+Meeting AttendanceMark box to the right ifyou plan to attend theAnnual Meeting.Items Change of Address — Please print new address below. +