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PROXY STATEMENT TABLE OF CONTENTS

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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.          )

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800 Nicollet Mall, Suite 1000
Mail Stop J09SSH
Minneapolis, Minnesota 55402
612 303-6000

March 25, 2014April 2, 2015

Dear Shareholders:

You are cordially invited to join us for our 20142015 annual meeting of shareholders, which will be held on Wednesday, May 7, 2014,13, 2015, at 2:00 p.m., Central Time, in the Huber Room on the 12th floor of our Minneapolis headquarters in the U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota. The Notice of Annual Meeting of Shareholders and the proxy statement that follow describe the business to be conducted at the meeting.

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

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

We look forward to seeing you at the annual meeting.

		Sincerely,
		Andrew S. Duff Chairman and Chief Executive Officer

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Notice of Annual Meeting
of Shareholders

May 7, 2014,13, 2015, at 2:00 p.m., local time
The Huber Room in our Minneapolis Headquarters
12^th Floor, U.S. Bancorp Center
800 Nicollet Mall, Minneapolis, Minnesota

To the Shareholders of Piper Jaffray Companies:

The 20142015 annual meeting of shareholders of Piper Jaffray Companies will be held at our corporate headquarters in Minneapolis, Minnesota on Wednesday, May 7, 201413, 2015 at 2:00 p.m., local time, for the following purposes:

1.

The election of eight directors, each for a one-year term.



2.

Ratification of the selection of Ernst & Young LLP as the independent auditor of Piper Jaffray Companies for the fiscal year ending December 31, 2014.2015.



3.

An advisory vote to approve the compensation of the officers disclosed in the attached proxy statement, or "say-on-pay" vote.



4.

Approval of an amendment to the Amended and Restated 2003 Annual and Long-Term Incentive Plan and the performance goals and related provisions under the Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code.



5.

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

In order to vote on the matters brought before the meeting, you may submit your proxy vote by telephone or Internet, as described in the Notice of Internet Availability of Proxy Materials and the following proxy statement, by no later than 11:59 p.m. Eastern Daylight Time on Tuesday, May 6, 2014.12, 2015. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. The envelope is addressed to our vote tabulator, Broadridge Financial Solutions, Inc., and no postage is required if mailed in the United States. Holders of record of the Company's common stock at the close of business on March 12, 201418, 2015 are entitled to notice of, and to vote at, the meeting.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to be held on May 7, 2014
13, 2015

Our proxy statement and 20132014 annual report are available at
www.piperjaffray.com/proxymaterials

		By Order of the Board of Directors
		John W. Geelan Secretary

March 25, 2014April 2, 2015

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PROXY STATEMENT
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PROXY STATEMENT
20142015 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 201413, 2015

INTRODUCTION

The Board of Directors of Piper Jaffray Companies is soliciting proxies for use at the annual meeting of shareholders to be held on May 7, 2014,13, 2015, and at any adjournment or postponement of the meeting. Notice of Internet Availability of Proxy Materials, which contains instructions on how to access this proxy statement and our annual report online, is first being mailed to shareholders on or about March 25, 2014.April 2, 2015.

EXECUTIVE SUMMARY

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

Annual Meeting of Shareholders

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Voting Matters

The Board of Directors recommends you vote FOR each Director Nominee and FOR the following proposals:

2013 2014 Performance Highlights

In 2013,2014, we built uponachieved significant results for our solid 2012 resultsshareholders, with a return on equity of 8.1% and improved our performance in nearly all key categories. We also advanced several strategic initiatives to improve our profitability.highest earnings per share from continuing operations since becoming a publicly traded company. Our 20132014 performance highlights include:

•

Our return on average common shareholdersshareholders' equity (referred to in this proxy statement as "return on equity") for the year was 6.2%8.1%, which represents ana significant increase from 2012's2013's return on equity of 5.7%, and a significant improvement over 2011's return on equity of 2.3%6.2%;



•

We achieved earnings per diluted common share from continuing operations (referred to in this proxy statement as "earnings per share") of $3.87, a 43% increase from 2013;



•

We generated net revenues of $648.1 million, an increase of 23% from $525.2 million up from $489.0 million in 2012, and achieved our highest level of quarterly net revenues as a public company in the fourth quarter with net2013;

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•

We achieved record advisory services revenues of $187.6$186.2 million;



•

Our net income from continuing operations applicable to Piper Jaffray Companies (referred to in this proxy statement as "net income from continuing operations") was $49.8$63.2 million, which was up 27% from $47.1the $49.8 million earned in 2012;2013, and represented our highest level of net income from continuing operations as a public company since our spin-off from U.S. Bancorp in 2003;



•

The closing price of a share of our stock on the last trading day of 20132014 was $39.55,$58.09, which represented a 23% and a 96%47% increase from the closing pricesprice on the last trading daysday of 20122013 and 2011, respectively;an increase of 188% over the past three years, measuring from the last trading day in 2011; and

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•

We expanded our public finance footprint and resources with our acquisition of Seattle-Northwest Securities Corporation and investedOur total return to shareholders outperformed the entire peer group that we used for compensation purposes in the long-term growth of our advisory services business with our acquisition of Edgeview Partners, L.P.2014, as measured by Standard & Poor's Capital IQ.

Board Nominees

The Board of Directors has nominated eight directors: our CEO and seven other serving directors. Each of our directors other than our CEO is independent under New York Stock Exchange Rules. Michael R. Francis and Hope B. Woodhouse, who currently serve as directors, will not be standing for re-election. The following table provides summary information on each director nominee. For more detail, please see pages 6 through 9 of this proxy statement.

Andrew S. Duff

William R. Fitzgerald

B. Kristine Johnson

Addison L. Piper

Lisa K. Polsky

Philip E. Soran

Scott C. Taylor

Michele Volpi

Chairman and CEO of Piper Jaffray Companies

Chairman and CEO of Ascent Capital Group

President of Affinity Capital Management

Former Chairman and CEO of Piper Jaffray Companies

Executive Vice President and Chief Risk Officer of CIT Group

Former President, CEO and Director of Compellent Technologies

Executive Vice President and General Counsel of Symantec

CEO of Betafence

Chair Nominating and GovernanceGovernance; Lead Director

Chair Audit

Chair Compensation

2013 2014 Compensation Highlights

In 2013,2014, our executive compensation program retained all of the core elements of our 20122013 program, including annual incentives based on the achievement of a measure of pre-tax operating income and the grant of a long-term incentive component in the form of performance share units ("PSUs") that will be earned and vest based on our total and relative shareholder return. The most significant actions taken during 20132014 by the Board's Compensation Committee include:

•

Base Salaries: The base salaries of our named executive officers remained unchanged in 2013.2014.



•

Annual Incentive Compensation: Due to our strong performance in 2013, most significantly in terms of improvement2014, which saw continued improvements to our return on equity, earnings per share, and the profitability of our investment banking and asset management businesses,revenues, annual incentives paid to our CEO, CFO and three other highest-paid executive officers increased in 2013. Our CEO's annual incentive compensation based on 2013 performance was $3,058,000, an 8.6% increase compared to his incentive compensation for 2012. The annual incentive compensation for our other named executive officers other than our former head of asset management ranged from $760,000 to $2,375,000, representing increases of between 26.7% and 66.7% compared to 2012 incentive compensation. Our former head of asset management received 2013 incentive

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in 2014. Our CEO's annual incentive compensation based on 2014 performance was $4,862,000, resulting in a 49% increase in his combined base salary and annual incentive compensation from 2013. The annual incentive compensation for our other named executive officers ranged from $1,648,000 to $4,075,000, resulting in increases in combined base salary and annual incentive compensation of $5,435,091 based on the formula in his employment agreement, which was negotiatedbetween 19% and 70% compared to reward him for, and focus his efforts on, driving results for the line of business for which he was responsible.2013.

•

Long-Term Incentive Compensation: We made grants of long-term incentive awards to our named executive officers in the form of PSUs that will be earned only if our total shareholder return measured on an absolute and relative basis compared to our peer group over a 36-month period meets certain criteria that we believe represents strong company performance. The grant date fair values of all PSU awards made in 2014 were flat as compared to 2013. Our CEO's and CFO's PSU awardawards during 20132014 had a value of $600,000 compared to $400,000 during 2012. Ourand $300,000, respectively, and our other named executive officers (other than our former head of asset management who did not receive an award) received PSU grants during 2013 ranging from $200,000 to $300,000, which were flat compared to 2012 other than for our CFO, whose award increased from $200,000 to $300,000. Our former headawards of asset management did not receive long-term incentive awards because his incentive arrangements were structured based solely on his employment agreement, which is tied to the performance of the line of business for which he was responsible.$200,000.



•

Clawback Policy: Consistent with our continuous focus on good governance and pay practices, during 2014 we adopted a clawback policy applicable to incentive compensation paid to our executive officers.

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ITEM 1—ELECTION OF DIRECTORS

20142015 Nominees for Director

The number of directors currently serving on our Board of Directors is ten. Michael R. Francis and Hope B. Woodhouse, who currently serve on our Board of Directors, will not be standing for re-election at the 2014 annual meeting of shareholders. Effective at the close of the annual meeting, the size of our Board of Directors will be decreased to eight directors.eight. Upon the recommendation of the Nominating and Governance Committee, the Board has nominated these eight current members of the Board for election at the 20142015 annual meeting. These individuals are Andrew S. Duff, William R. Fitzgerald, B. Kristine Johnson, Addison L. Piper, Lisa K. Polsky, Philip E. Soran, Scott C. Taylor and Michele Volpi. Mr. Taylor was appointed to the Board of Directors on February 4, 2014 after being recommended to the Board of Directors as a candidate by one of our non-management directors, and Mr. Fitzgerald was appointed to the Board of Directors on March 17, 2014 after being recommended to the Board of Directors as a candidate by our chairman and CEO. Each of these individuals will be a candidate for election to the Board to serve until our 20152016 annual meeting of shareholders or until his or her successor is elected and qualified. Each of the nominees has agreed to serve as a director if elected. The eight nominees receiving a plurality of the votes cast at the meeting in person or by proxy will be elected. Proxies may not be voted for more than eight directors. If, for any reason, any nominee becomes unable to serve before the annual meeting occurs, the persons named as proxies may vote your shares for a substitute nominee selected by our Board of Directors.

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

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

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Director		Principal Occupation, Other Directorships and Qualifications		Age		Director Since		Principal Occupation, Other Directorships and Qualifications		Age		Director Since
Andrew S. Duff		Mr. Duff has served as chairman and chief executive officer of Piper Jaffray Companies since December 31, 2003. Mr. Duff became chairman and chief executive officer following completion of our spin-off from U.S. Bancorp on December 31, 2003. He has served as chairman of our broker-dealer subsidiary since 2003 and as chief executive officer of our broker-dealer subsidiary since 2000. Qualifications: Mr. Duff has been our chairman and chief executive officer since our spin-off from U.S. Bancorp in 2003, and has more than 30 years of experience in the capital markets industry with Piper Jaffray. The Board believes he has the knowledge of our company and its business necessary to help formulate and execute our business plans and growth strategies.		56		2003		Mr. Duff has served as chairman and chief executive officer of Piper Jaffray Companies since December 31, 2003. Mr. Duff became chairman and chief executive officer following completion of our spin-off from U.S. Bancorp on December 31, 2003. He has served as chairman of our broker-dealer subsidiary since 2003 and as chief executive officer of our broker-dealer subsidiary since 2000. Qualifications: Mr. Duff has more than 30 years of experience in the capital markets industry with Piper Jaffray, and has been our chairman and chief executive officer since our spin-off from U.S. Bancorp in 2003. The Board believes he has the knowledge of our company and its business necessary to help formulate and execute our business plans and growth strategies.		57		2003
William R. Fitzgerald		Mr. Fitzgerald has been the chairman and chief executive officer of Ascent Capital Group, Inc. since August 2000. Ascent Capital Group (formerly known as Ascent Media Group) is a NASDAQ-listed publicly traded holding company whose current business operations are conducted through its wholly owned subsidiary, Monitronics, Inc., which offers business and home security alarm monitoring services. In addition, Mr. Fitzgerald previously served as senior vice president of Liberty Media Corporation from July 2000 to December 2012. Mr. Fitzgerald served as executive vice president and chief operating officer for AT&T Broadband (formerly known as Tele-Communications,  Inc.) from 1998 to 2000, and as executive vice president, corporate development of TCI Communications, Inc., a wholly-owned subsidiary of Tele-Communications, from 1996 to 1998. Mr. Fitzgerald was previously an investment banking partner with Daniels and Associates (now RBC Capital Markets), and he began his career as a commercial banker at The First National Bank of Chicago. Mr. Fitzgerald served as a director of Expedia, Inc. from March 2006 to December 2012, and as a director of TripAdvisor, Inc. from December 2011 to February 2013. Qualifications: Mr. Fitzgerald brings to our Board significant management experience from his more than 30 years in the media and telecommunications industries, including his current role as chairman and chief executive officer of Ascent Capital Group. In addition, Mr. Fitzgerald's experience as a public company director provides valuable experience to our management and to the Board.		56		2014		Mr. Fitzgerald has been the chairman and chief executive officer of Ascent Capital Group, Inc. since August 2000. Ascent Capital Group (formerly known as Ascent Media Group) is a NASDAQ-listed publicly traded holding company whose current business operations are conducted through its wholly owned subsidiary, Monitronics, Inc., which offers business and home security alarm monitoring services. In addition, Mr. Fitzgerald previously served as senior vice president of Liberty Media Corporation from July 2000 to December 2012. Mr. Fitzgerald served as executive vice president and chief operating officer for AT&T Broadband (formerly known as Tele-Communications, Inc.) from 1998 to 2000, and as executive vice president, corporate development of TCI Communications, Inc., a wholly-owned subsidiary of Tele-Communications, from 1996 to 1998. Mr. Fitzgerald was previously an investment banking partner with Daniels and Associates (now RBC Capital Markets), and he began his career as a commercial banker at The First National Bank of Chicago. Mr. Fitzgerald served as a director of Expedia, Inc. from March 2006 to December 2012, and as a director of TripAdvisor, Inc. from December 2011 to February 2013. Qualifications: Mr. Fitzgerald brings to our Board significant management experience from his more than 30 years in the media and telecommunications industries, including his current role as chairman and chief executive officer of Ascent Capital Group. In addition, Mr. Fitzgerald's experience as a public company director provides valuable experience to our management and to the Board. Committees: Compensation; Nominating & Governance.		57		2014

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Director		Principal Occupation, Other Directorships and Qualifications		Age		Director Since		Principal Occupation, Other Directorships and Qualifications		Age		Director Since
B. Kristine Johnson		Ms. Johnson has been president of Affinity Capital Management, a Minneapolis-based venture capital firm that invests primarily in seed and early-stage health care companies in the United States, since 2000. Ms. Johnson previously was employed for 17 years at Medtronic, Inc., a leading medical device manufacturer, serving most recently as senior vice president and chief administrative officer. Ms. Johnson currently serves on the board of directors for The Spectranetics Corporation, a medical device company. Qualifications: Ms. Johnson has extensive experience in both the health care industry and the venture capital business, with the health care industry being one of our primary areas of focus. Her deep ties to the health care industry and the venture capital business provide the Board with valuable insights and knowledge, both from a client and public company perspective. Committees: Chair of Nominating and Governance, and also serves as our lead director.		62		2003		Ms. Johnson has been president of Affinity Capital Management, a Minneapolis-based venture capital firm that invests primarily in seed and early-stage health care companies in the United States, since 2000. Ms. Johnson previously was employed for 17 years at Medtronic, Inc., a leading medical device manufacturer, serving most recently as senior vice president and chief administrative officer. Ms. Johnson currently serves on the board of directors for The Spectranetics Corporation, a medical device company. Qualifications: Ms. Johnson has extensive experience in both the health care industry and the venture capital business, with the health care industry being one of the primary areas of focus of our investment banking business. Her deep ties to the health care industry and the venture capital business provide the Board with valuable insights and knowledge, both from a client and public company perspective. Committees: Chair of Nominating and Governance, and also serves as our lead director.		63		2003
Addison L. Piper		Mr. Piper had served as vice chairman of Piper Jaffray Companies since the completion of our spin-off from U.S. Bancorp on December 31, 2003, retiring from that role effective at the end of 2006. He worked for Piper Jaffray from 1969 through 2006, serving as assistant equity syndicate manager, director of securities trading and director of sales and marketing. He served as chief executive officer from 1983 to 2000 and as chairman from 1988 to 2003. From 1998 through August 2006, Mr. Piper had responsibility for our venture and private capital fund activities. Mr. Piper served as a member of the board of directors of Renaissance Learning, a provider of computer-based assessment technology and school improvement programs, from 2001 until October 2011. Qualifications: Mr. Piper has been a part of our company since 1969, serving in many roles, including chief executive officer. His experience with the company provides deep institutional knowledge as well as a comprehensive understanding of the financial services industry.		67		2003		Mr. Piper worked for Piper Jaffray from 1969 through 2006, serving as chief executive officer from 1983 to 2000 and as chairman from 1988 to 2003. He also served as vice chairman of Piper Jaffray Companies following the completion of our spin-off from U.S. Bancorp, and retired from that role effective at the end of 2006. From 1998 through August 2006, Mr. Piper had responsibility for our venture and private capital fund activities. During his earlier career with Piper Jaffray, he served as assistant equity syndicate manager, director of securities trading, and director of sales and marketing. Mr. Piper served as a member of the board of directors of Renaissance Learning, a provider of computer-based assessment technology and school improvement programs, from 2001 until October 2011. Qualifications: Mr. Piper has been a part of our company since 1969, serving in many roles, including chief executive officer. His experience with the company provides deep institutional knowledge as well as a comprehensive understanding of the financial services industry.		68		2003

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Director		Principal Occupation, Other Directorships and Qualifications		Age		Director Since		Principal Occupation, Other Directorships and Qualifications		Age		Director Since
Lisa K. Polsky		Ms. Polsky has been executive vice president, chief risk officer of CIT Group, Inc., a bank holding company that focuses on small business and middle market lending and financing, since May 2010. Prior to joining CIT Group, Ms. Polsky worked at Jane Street Capital, LLC, a New York-based quantitative proprietary trading firm, from February 2009 until May 2010. Ms. Polsky also has served as managing director, head of client financing services and head of leveraged client channel with Merrill Lynch & Co., Inc., and as managing director, chief risk officer, head of risk policy, chief derivative strategist and head of product development at Morgan Stanley DW Inc. Qualifications: Ms. Polsky has extensive experience in the financial services industry, having served as a managing director at both Morgan Stanley and Merrill Lynch. Ms. Polsky's role as chief risk officer of CIT Group, a position she previously held at Morgan Stanley, provides valuable experience and insights relating to risk management, an important discipline for a securities firm such as our company. Committees: Chair of Audit.		57		2007		Ms. Polsky has been executive vice president and chief risk officer of CIT Group, Inc., a bank holding company that focuses on small business and middle market lending and financing, since May 2010. Prior to joining CIT Group, Ms. Polsky worked at Jane Street Capital, LLC, a New York-based quantitative proprietary trading firm, from February 2009 until May 2010. Ms. Polsky also served as managing director, head of client financing services and head of leveraged client channel with Merrill Lynch & Co., Inc., and as managing director, chief risk officer, head of risk policy, chief derivative strategist and head of product development at Morgan Stanley DW Inc. Qualifications: Ms. Polsky has extensive experience in the financial services industry, having served as a managing director at both Morgan Stanley and Merrill Lynch. Ms. Polsky's role as chief risk officer of CIT Group, a position she previously held at Morgan Stanley, provides valuable experience and insights relating to risk management, an important discipline for a securities firm such as our company. Committees: Chair of Audit.		58		2007
Philip E. Soran		Mr. Soran served as president, chief executive officer and a director of Compellent Technologies, Inc., a Minnesota-based publicly traded company which he co-founded in March 2002, until its acquisition by Dell Inc. in February 2011. Following the acquisition, he served as the president of Dell Compellent from February 2011 to March 2012. From July 1995 to August 2001, Mr. Soran served as president, chief executive officer and a member of the board of directors of Xiotech, which Mr. Soran co-founded in July 1995. Xiotech was acquired by Seagate in January 2000. Mr. Soran currently serves on the board of directors for Hutchinson Technology, Inc., a technology manufacturer, and SPS Commerce, Inc., a provider of on-demand supply chain management solutions. Qualifications: Mr. Soran's experience founding and building technology companies provides strategic guidance to the Board and management, and his experience in the technology industry is valuable to the company as it is a focus area for our investment banking business. He also has extensive management experience as a chief executive officer of a publicly traded company of a similar size to our company. Mr. Soran's perspectives as a board member of two other publicly traded companies also provide valuable insights to the Board. Committees: Compensation; Nominating & Governance.		57		2013		Mr. Soran served as president, chief executive officer and a director of Compellent Technologies, Inc., a Minnesota-based publicly traded company which he co-founded in March 2002, until its acquisition by Dell Inc. in February 2011. Following the acquisition, he served as the president of Dell Compellent from February 2011 to March 2012. From July 1995 to August 2001, Mr. Soran served as president, chief executive officer and a member of the board of directors of Xiotech, which Mr. Soran co-founded in July 1995. Xiotech was acquired by Seagate in January 2000. Mr. Soran currently serves on the board of directors for Hutchinson Technology, Inc., a technology manufacturer, and SPS Commerce, Inc., a provider of on-demand supply chain management solutions. Qualifications: Mr. Soran's experience founding and building technology companies provides strategic guidance to the Board and management, and his experience in the technology industry is valuable to the company as it is a focus area for our investment banking business. He also has extensive management experience as a chief executive officer of a publicly traded company of a similar size to our company. Mr. Soran's perspectives as a board member of two other publicly traded companies also provide valuable insights to the Board. Committees: Audit; Nominating & Governance.		58		2013

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Director		Principal Occupation, Other Directorships and Qualifications		Age		Director Since		Principal Occupation, Other Directorships and Qualifications		Age		Director Since
Scott C. Taylor		Mr. Taylor serves as Executive Vice President and General Counsel for Symantec Corporation, a NASDAQ-listed information security solutions company, a position he has held since August 2008. Mr. Taylor's prior work experience includes positions as vice president and general counsel of Phoenix Technologies Ltd. and Narus, Inc. Prior to that, Mr. Taylor was an attorney at Pillsbury Madison and Sutro LLP (now Pillsbury Winthrop Shaw Pittman LLP). Mr. Taylor also serves on the board of directors of VirnetX Holding Corporation, a patent owner and lessor primarily focused on securing real-time communications over the Internet. Qualifications: Mr. Taylor brings to the Board significant public company legal and governance expertise developed through his experience as general counsel of two publicly traded companies and as a member of the board of directors of another. In addition, his significant executive experience at leading technology companies provides Mr. Taylor with strong knowledge of the technology industry, which is an area of focus for our investment banking business. Committees: Audit; Nominating and Governance.		49		2014		Mr. Taylor serves as Executive Vice President and General Counsel for Symantec Corporation, a NASDAQ-listed information security solutions company, a position he has held since August 2008. Mr. Taylor's prior work experience includes positions as vice president and general counsel of Phoenix Technologies Ltd. and Narus, Inc. Prior to that, Mr. Taylor was an attorney at Pillsbury Madison and Sutro LLP (now Pillsbury Winthrop Shaw Pittman LLP). Mr. Taylor previously served on the board of directors of VirnetX Holding Corporation, a patent owner and lessor primarily focused on securing real-time communications over the Internet, from February 2008 until May 2014. Qualifications: Mr. Taylor brings to the Board significant public company legal and governance expertise developed through his experience as general counsel of two publicly traded companies. In addition, his significant executive experience at leading technology companies provides Mr. Taylor with strong knowledge of the technology industry, which is an area of focus for our investment banking business. Committees: Audit; Compensation.		50		2014
Michele Volpi		Mr. Volpi has served as the chief executive officer of Betafence, a global provider of fencing solutions located in Belgium, since October 2011. Prior to joining Betafence, Mr. Volpi served as the president and chief executive officer and as a director of H.B. Fuller Company from December 2006 to November 2010. H.B. Fuller and its subsidiaries manufacture and market adhesives and specialty chemical products worldwide. Mr. Volpi currently serves as a member of the board of directors of Saipem, S.p.A. Qualifications: Mr. Volpi has significant management experience, including from his current position of chief executive officer of Betafence and his previous role as the president and chief executive officer and a director of H.B. Fuller Company. Mr. Volpi's extensive management experience, including his experience as a chief executive officer of a publicly traded company, provides valuable perspective, insight, and strategic guidance to our management and to the Board. Committees: Chair of Compensation.		50		2010		Mr. Volpi has served as the chief executive officer of Betafence, a global provider of fencing solutions located in Belgium, since October 2011. Prior to joining Betafence, Mr. Volpi served as the president and chief executive officer and as a director of H.B. Fuller Company from December 2006 to November 2010. H.B. Fuller and its subsidiaries manufacture and market adhesives and specialty chemical products worldwide. Mr. Volpi currently serves as a member of the board of directors of Saipem, S.p.A. Qualifications: Mr. Volpi has significant management experience, including from his current position of chief executive officer of Betafence and his previous role as the president and chief executive officer and a director of H.B. Fuller Company. Mr. Volpi's extensive management experience, including his experience as a chief executive officer of a publicly traded company, provides valuable perspective, insight, and strategic guidance to our management and to the Board. Committees: Chair of Compensation.		51		2010

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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

Codes of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct applicable to our employees, including our principal executive officer, principal financial officer, principal accounting officer, controller and other employees performing similar functions, and a separate Code of Ethics and Business Conduct applicable to our directors. Directors who also serve as officers of Piper Jaffray must comply with both codes. Both codes are available on the Investor Relations page of our website atwww.piperjaffray.com. We will post on our website atwww.piperjaffray.comor file a Form 8-K with the Securities and Exchange Commission disclosing any amendment to, or waiver from, a provision of either of our Codes of Ethics and Business Conduct within four business days following the date of such amendment or waiver.

Director Independence

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

The Board has affirmatively determined, in accordance with our Director Independence Standards, that none of our non-employee directors has a material relationship with Piper Jaffray and that each of them is independent. When determining the independence of our independent directors, the Board considered the following types of transactions or arrangements: (i) with respect to Ms. Johnson Ms. Polsky, and Messrs.Mr. Taylor, and Volpi, the Board considered immaterial commercial relationships (i.e., less than $10,000 in each case) involving Piper Jaffray and the directors or the director's primary business affiliation (and, in the case of Ms. Johnson, portfolio companies of her primary business affiliation that engaged the company to provide services in the ordinary course of business); (ii) with respect to Mr. Piper, the Board considered an immaterial relationship arising solely because an immediate family member is an employee of another company that provides services to the company; (iii) with respect to Messrs. Francis, Piper Soran, and Taylor and Ms. Johnson, and Ms. Woodhouse, the Board considered immaterial relationships between Piper Jaffray and charitable foundations or other non-profit organizations with which each of those directors is associated (i.e., less than $10,000$1,500 in each case), (iii); (iv) with respect to Ms. Johnson, the Board considered a relationship arising solely from her position as a director of another company that iswas provided services by Piper Jaffray; and (v) with respect to Ms. Johnson, the Board considered her investment in one of our investment funds on substantially the

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Piper Jaffray; and (iv) with respect to Mr. Soran, the Board considered his investments in one of our merchant banking funds on substantially the same terms as similarly situated investors. All of these relationships are deemed to be immaterial under our Director Independence Standards.

Mr. Duff cannot be considered an independent director under New York Stock Exchange corporate governance rules because he is employed as our chief executive officer.

Board Leadership Structure and Lead Director

Since our spin-off from U.S. Bancorp, Mr. Duff has served in the combined roles of chairman and chief executive officer. Since 2006, the Board has appointed a lead director of the Board. Ms. Johnson currently serves as the lead director. The lead director has the following duties and responsibilities, as described in our Corporate Governance Principles:

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



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



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



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



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has authority to call meetings of the independent directors; and



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

We believe that Mr. Duff's combined service as chairman and chief executive officer creates unified leadership for the Board and the company, with one cohesive vision for our organization. This leadership structure, which is common among U.S.-based publicly traded companies, demonstrates to our clients, employees and shareholders that the company is under strong leadership. As chairman and chief executive officer, Mr. Duff helps shape the strategy ultimately set by the entire Board and also leverages his operational experience to balance growth and risk management. We believe the oversight provided by the Board's independent directors, the work of the Board's committees described below and the coordination between the chief executive officer and the independent directors conducted by the lead director help provide effective oversight of our company's strategic plans and operations. We believe having one person serve as chairman and chief executive officer is in the best interests of our company and our shareholders at this time.

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Board Involvement in Risk Oversight

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

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defining or managing the company's various risks. The Audit Committee of the Board of Directors is primarily responsible for monitoring management's responsibility in the area of risk oversight, and risk management is a factor the Board and the Nominating and Governance Committee consider when determining which directors serve on the Audit Committee. Accordingly, management regularly reported to the Audit Committee on risk management during 2013.2014. The Audit Committee, in turn, reports on the matters discussed at the committee level to the full Board. The Audit Committee and the full Board focus on the material risks facing the company, including market, credit, liquidity, legal, regulatory, and operational risks, to assess whether management has reasonable controls in place to address these risks. In addition, the Compensation Committee is charged with reviewing and discussing with management whether the company's compensation arrangements are consistent with effective controls and sound risk management. The Board believes this division of responsibilities provides an effective and efficient approach for addressing risk management.

Meetings of the Outside Directors

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

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Committees of the Board

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

Effective May 7, 2014, Mr. Francis and Ms. Woodhouse will depart the Board. It is expected that Mr. Fitzgerald will be appointed to serve on one or more committees at that time, and the remaining directors' committee memberships may change as a resultTable of the Nominating and Governance Committee's review of our committee composition.Contents

Audit Committee

The Audit Committee's purpose is to oversee the integrity of our financial statements, the independent auditor's qualifications and independence, the performance of our internal audit function and independent auditor, and compliance with legal and regulatory requirements. The Audit Committee has sole authority to retain and terminate the independent auditor and is directly responsible for the compensation and oversight of the work of the independent auditor. AsIn connection with the Audit Committee's determination of whether to retain the independent auditor or engage another firm as our independent auditor, the Audit Committee annually reviews the independent auditor's performance and independence, taking into consideration the independent auditor's provision of any permissible non-audit services and the related fees received for such services, as further described below in the section titled "Audit Committee Report and Payment of Fees to our Independent Auditor—Auditor Fees." In addition, as discussed above, the Audit Committee is primarily responsible for monitoring management's responsibility in the area of risk oversight. The Audit Committee also meets with management and the independent auditor to review and discuss the annual audited and quarterly unaudited financial statements, reviews the integrity of our accounting and financial reporting processes and audits of our financial statements, and prepares the Audit Committee Report included in the proxy statement.

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The responsibilities of the Audit Committee are more fully described in the Committee's charter. The Audit Committee met tennine times during 2013.2014. The Board has determined that all members of the Audit Committee are independent (as that term is defined in the applicable New York Stock Exchange rules and in regulations of the Securities and Exchange Commission), that all members are financially literate and have the accounting or related financial expertise required by the New York Stock Exchange rules, and that each of Ms. Polsky and Ms. Woodhouse is an "audit committee financial expert" as defined by regulations of the Securities and Exchange Commission.

Compensation Committee

The Compensation Committee discharges the Board's responsibilities relating to compensation of the executive officers oversees succession planning for the executive officers jointly with the Nominating and Governance Committee and ensures that our compensation and employee benefit programs are aligned with our compensation and benefits philosophy. These responsibilities also include reviewing and discussing with management whether the company's compensation arrangements are consistent with effective controls and sound risk management. The Committee has full discretion to determine the amount of compensation to be paid to the executive officers. The Committee also has sole authority to evaluate the chief executive officer's performance and determine the compensation of the chief executive officer based on this evaluation. The Committee is responsible for recommending stock ownership guidelines for the executive officers and directors, for recommending the compensation and benefits to be provided to our non-employee directors, for reviewing and approving the establishment of broad-based incentive compensation, equity-based, retirement or other material employee benefit plans, and for discharging any duties under the terms of these plans.

The Committee has delegated authority to our chief executive officer under our Amended and Restated 2003 Annual and Long-Term Incentive Plan (the "Incentive Plan") to allocate awards to employees (other than our executive officers) in connection with our annual restricted stock grants made in the first quarter of each year (as part of the payment of incentive compensation for the preceding year). Under this delegated authority, the Committee approves the aggregate amount of equity to be awarded to all employees other than executive officers, and the chief executive officer approves the award recipients and specific amount of equity to be granted to each recipient. All other terms of the awards are determined by the Committee. The Committee also has delegated authority to the chief executive officer

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to grant restricted stock awards to employees other than executive officers in connection with recruiting and retention. This delegation permits the chief executive officer to determine the recipient of the award as well the amount of the award, subject to an annual share limitation set by the Committee each year. All awards granted pursuant to this delegated authority must be made in accordance with our equity grant timing policy described below in "Compensation Discussion and Analysis—Compensation Policies—Equity Grant Timing Policy." All other terms of the awards are determined by the Committee.

The work of the Committee is supported by our human capital department, primarily through our head of human capital, as well as by our finance department, primarily through our chief financial officer. These personnel work closely with the chief executive officer and, as appropriate, the general counsel and assistant general counsel, to prepare and present information and recommendations for review and consideration by the Committee, as

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described below under "Compensation Discussion and Analysis—Setting Compensation—Involvement of Executive Officers."

The Compensation Committee has engaged an independent outside compensation consultant, Frederic W. Cook & Co., to provide strategic planning, market context, and general advice to the Committee with respect to executive compensation, as described below under "Compensation Discussion and Analysis—Setting Compensation—Compensation Consultant."

The Compensation Committee reviews and discusses with management the disclosures regarding executive compensation to be included in our annual proxy statement, and recommends to the Board inclusion of the Compensation Discussion and Analysis in our annual proxy statement. The responsibilities of the Compensation Committee are more fully described in the Committee's charter. For more information regarding the Committee's process in setting compensation, please see "Compensation Discussion and Analysis—Setting Compensation" below. The Compensation Committee met six times during 2013.2014. The Board has determined that all members of the Compensation Committee are independent (as that term is defined in applicable New York Stock Exchange rules).

Nominating and Governance Committee

The Nominating and Governance Committee identifies and recommends individuals qualified to become members of the Board of Directors and recommends to the Board sound corporate governance principles and practices for Piper Jaffray. In particular, the Committee assesses the independence of our Board members, identifies and evaluates candidates for nomination as directors, responds to director nominations submitted by shareholders, recommends the slate of director nominees for election at the annual meeting of shareholders and candidates to fill vacancies between annual meetings, recommends qualified members of the Board for membership on committees, oversees the director orientation and continuing education programs, reviews the Board's committee structure, reviews and assesses the adequacy of our Corporate Governance Principles, reviewsand oversees the annual evaluation process for the chief executive officer, the Board, and Board committees, and oversees the succession planning process for the executive officers jointly with the Compensation Committee.committees. The Nominating and Governance Committee also oversees administration of our related person transaction policy and reviews the transactions submitted to it pursuant to such policy. The responsibilities of the Nominating and Governance Committee are more fully described in the Committee's charter. The Nominating and Governance Committee met fivesix times during 2013.2014. The Board has determined that all members of the Nominating and Governance Committee are independent (as that term is defined in applicable New York Stock Exchange rules).

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Meeting Attendance

Our Corporate Governance Principles provide that our directors are expected to attend meetings of the Board and of the committees on which they serve, as well as our annual meeting of shareholders. Our Board of Directors held seven meetings during 2013.2014. Each of our incumbent directors attended at least 75% of the meetings of the Board of Directors and the committees on which he or she served during 2013,2014, with the incumbent directors collectively

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attending 95.5%93.8% of the meetings of the Board of Directors and the committees on which they served during the year. All of our directors who were serving on the Board as of the date ofattended our 20132014 annual meeting of shareholders attended the meeting.shareholders.

Procedures for Contacting the Board of Directors

The Board has established a process for shareholders and other interested parties to send written communications to the Board or to individual directors. Such communications should be sent by U.S. mail to the attention of the Office of the Secretary, Piper Jaffray Companies, 800 Nicollet Mall, Suite 1000, Mail Stop J09SSH, Minneapolis, Minnesota 55402. Communications regarding accounting and auditing matters will be handled in accordance with our Complaint Procedures Regarding Accounting and Auditing Matters. Other communications will be collected by the secretary of the company and delivered, in the form received, to the lead director or, if so addressed, to a specified director.

Procedures for Selecting and Nominating Director Candidates

The Nominating and Governance Committee will consider director candidates recommended by shareholders and has adopted a policy that contemplates shareholders recommending and nominating director candidates. A shareholder who wishes to recommend a director candidate for nomination by the Board at the annual meeting of shareholders or for vacancies on the Board that arise between shareholder meetings must timely provide the Nominating and Governance Committee with sufficient written documentation to permit a determination by the Board whether such candidate meets the required and desired director selection criteria set forth in our bylaws, our Corporate Governance Principles and our Director Nominee Selection Policy described below. Such documentation and the name of the director candidate must be sent by U.S. mail to the Chairperson, Nominating and Governance Committee, c/o the Office of the Secretary, Piper Jaffray Companies, 800 Nicollet Mall, Suite 1000, Mail Stop J09SSH, Minneapolis, Minnesota 55402.

Alternatively, shareholders may directly nominate a person for election to our Board by complying with the procedures set forth in Article II, Section 2.4 of our bylaws, and with the rules and regulations of the Securities and Exchange Commission. Under our bylaws, only persons nominated in accordance with the procedures set forth in the bylaws will be eligible to serve as directors. In order to nominate a candidate for service as a director, you must be a shareholder at the time you give the Board notice of your nomination, and you must be entitled to vote for the election of directors at the meeting at which your nominee will be considered. In accordance with our bylaws, director nominations generally must be made pursuant to notice delivered to, or mailed and received at, our principal executive offices at the address above, not later than the 90th day, nor earlier than the 120th day, prior to the first anniversary of the prior year's annual meeting of shareholders. Your notice must set forth all information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

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

Compensation Program for Non-Employee Directors

During 2013,2014, non-employee directors received a $60,000 annual cash retainer for service on our Board, andas well as additional annual cash retainers for service on our Board committees. Also, the lead director andThis additional annual cash retainer was $25,000 for the chairperson of the Audit Committee, and $15,000 for the chairpersons of each of the Compensation Committee and Nominating and Governance Committee. The other directors serving on a committee but not in the role of chairperson received an additional annual cash retainer of $10,000 for service on the Audit Committee, and $5,000 for service on the Compensation Committee and Nominating and Governance Committee. In addition, our lead director received an additional annual cash retainer of $20,000 the chairpersonin connection with her service, and we paid an observer fee of the Compensation Committee received an additional annual cash retainer$1,000 for attendance by a director at each meeting of $10,000, and the chairperson of the Nominating and Governance Committee received an additional annual cash retainer of $5,000. a committee on which that director does not serve.

Our non-employee director compensation program also provides that each non-employee director receives a $60,000 grant of stock on the date of a director's initial election or appointment to the Board for a number of shares determined by dividing $60,000 by the closing price of our common stock on the date of initial election or appointment. Directors whose service on the Board continues following each annual meeting of our shareholders receive an annual equity grant of $60,000 as of the date of the annual meeting. All equity awards granted to our non-employee directors are granted under the Incentive Plan. Non-employee directors who join our Board after the first month of a calendar year are paid a pro rata annual retainer based on the period they serve as a director during the year. For 2014, our Board has approved the payment of a cash retainer of $10,000 to each member serving on the Audit Committee and $5,000 to each member serving on the Nominating and Governance and Compensation Committee, other than the chairpersons. In addition, the Board has approved an increase to the cash retainer paid to the chairperson of the Audit Committee to $25,000, an increase to the cash retainers paid to the chairpersons of the Compensation Committee and Nominating and Governance Committee to $15,000, and the payment of $1,000 for a director's attendance at the meeting of a committee on which that director does not serve.

Our non-employee directors may participate in the Piper Jaffray Companies Deferred Compensation Plan for Non-Employee Directors, which was designed to facilitate increased equity ownership in the company. The plan permits our non-employee directors to defer all or a portion of the cash payable to them and shares of common stock granted to them for service as a director of Piper Jaffray for any calendar year. All cash amounts and share grants deferred by

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a participating director are credited to a recordkeeping account and deemed invested in shares of our common stock as of the date the deferred fees otherwise would have been paid or the shares otherwise would have been issued to the director. This deemed investment is measured in phantom stock, and no shares of common stock are reserved, repurchased or issued pursuant to the plan. Following the cessation of the director's service, the director will receive a share of our common stock for each share that was deferred under the plan, and a single lump-sum cash payment for all cash amounts deferred under the plan based on the fair market value of

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the phantom stock credited to the director's account as of the last day of the year in which the director's service with us terminates.

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

The following table contains compensation information for our non-employee directors for the year ended December 31, 2013.2014.

Non-Employee Director Compensation for 20132014

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

InOur performance in 2014 can be characterized by the significant results we achieved for our shareholders. We generated earnings per share of $3.87, an increase of 43% over 2013, and our highest earnings per share from continuing operations since becoming a publicly traded company following our spin-off from U.S. Bancorp in 2003. Our strong performance drove returns for our shareholders, with our stock price rising nearly 47% during the year, representing the best total shareholder return of any company in our compensation peer group as measured by Standard & Poor's Capital IQ. Investments we builthave made over the past few years in our higher margin businesses, such as our mergers and acquisitions advisory services business, together with firm-wide cost discipline, improved productivity, and market share gains in our focus sectors in equities financing, contributed to producing these strong results during a year marked by overall low volatility, increasing transaction volumes and fees, and the best environment for our equity-related businesses in over a decade. We believe that the strategy upon which we embarked several years ago, which was focused on operating discipline, investment in higher margin businesses, and execution on opportunistic strategic acquisitions, resulted in our strong performance in 2012 and achieved meaningful improvements to net revenues, net income, and return on equity. The diversity in our business mix served us well as strong performance in our equities-related businesses more than offset challenging markets faced by our fixed income businesses triggered by the Federal Reserve's mid-year announcement of the tapering of its quantitative easing program. Specifically, although volatile and rising interest rates negatively impacted our fixed income institutional brokerage and public finance businesses, we produced significantly improved results in our equity capital markets and equity institutional brokerage businesses. U.S. equity markets, which were up 30% for the year, also favorably impacted our asset management business. Our mergers and acquisition advisory services revenues were down slightly from our very strong results in 2012 that were driven by pending changes to tax rates in 2013. Consistent with the performance in equity markets, our asset management business contributed meaningfully to our results. Overall, we believe that our results in 2013 show that the strategic direction we undertook starting in 2011 to improve our return on equity and generate profits even in challenging markets is demonstrating success.2014.

20132014 Performance

Our 20132014 results indicate strong performance and a continued execution of our strategy. The table below highlights critical aspects of our 20132014 financial performance:

During 2013,2014, we built on the strong performance that we achieved over the past few years as we have invested in 2012our higher margin businesses of mergers and advanced several key initiatives.acquisition advisory services, public finance, and asset management, and have worked to instill operating discipline and control the growth of non-compensation expenses. Additional indicators of our 20132014 operating success include:

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Return on equity for the year was 6.2%8.1%, which represents ana substantial increase from 2012's2013's return on equity of 5.7%, and a significant improvement over 2011's return on equity of 2.3%6.2%;

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In addition to the 23.1%47% increase to our closing stock price between the end of 20122013 and the end of 2013,2014, our stock price has increased 96%188% over the past three years, measuring from the last trading day of 2011 to the last trading day of 2013;2014;



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NetAdvisory services revenues of $187.6were $186.2 million in 2014, the fourth quarter of 2013 were a quarterly net revenue record for us as a public company;highest level in the firm's history; and



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Our equity financing revenues exceeded $100 million for the first time since 2007; andsecond consecutive year.

During 2013, we also continued to successfully execute on the strategies we embarked on in 2011 to improve our return on equity and generate profits even in challenging markets. We did this by expanding our public finance footprint and resources with the acquisition of Seattle-Northwest Securities Corporation, and growing our advisory services business with our acquisition of Edgeview Partners, L.P. We also made significant hires in our advisory services and fixed income institutional brokerage business. We believe these moves position us for continued improvement to our financial results.

Overview of 20132014 Compensation

Throughout this proxy statement, we refer to our chief executive officer, chief financial officer, and each of our three other most highly compensated executive officers for 2013,2014, as the "named executive officers." In addition to our chief executive officer and chief financial officer, this group includes Brien M. O'Brien, our former head of asset management, and Chad R. Abraham and R. Scott LaRue, our global co-heads of investment banking and capital markets.

On October 31, 2013, we provided Mr. O'Brien written notice of termination pursuant to his employment agreement. Mr. O'Brien will remain employed by us until March 31, 2014 while he transitions his dutiesmarkets, and responsibilities. Effective January 1, 2014, Mr. O'Brien ceased to serve asJeffrey P. Klinefelter, our global head of asset management and as an executive officer of our company. On March 19, 2014, we entered into a consulting agreement with Mr. O'Brien where he will continue to provide consulting services to us through March 31, 2016.equities.

In 2013,2014, our executive compensation program retained all of the core elements of our 20122013 program, including annual incentives based on the achievement of a measure of pre-tax operating income and the grant of a long-term incentive component in the form of performance share units ("PSUs") that will be earned and will vest based on our total and relative shareholder return. We did not increase the base salaries of any of the named executive officers for 2013.2014. The majority of each of our named executive officers' compensation for 20132014 was in the form of performance-related annual incentives, a significant portion of which was payable in restricted stock or,and, at the officer's election, mutual fund restricted shares, discussed below, to further

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align the interests of our officers with those of our shareholders. Key aspects of our 20132014 annual incentive compensation include:

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Our CEO's annual incentive compensation based on 20132014 performance was $3,058,000, an 8.6%$4,862,000, resulting in a 49% increase compared toin his incentives for 2012. Our CEO's 2013combined base salary and annual incentive compensation from 2013. Mr. Duff's 2014 annual incentive compensation was significantly influenced by our record net income from continuing operations, growth in our earnings per share, 8.1% return on equity, and one- and three-year total shareholder returns in 2014. We view our strong profitability for 2013 despite challenging conditions inperformance during the fixed income markets,year to be a result of the strategic direction charted by Mr. Duff and his leadership as we have invested in advancing several ofhigher margin businesses, managed our key objectives, such as the acquisitionscosts, and integration of Seattle-Northwest Securities Corporationimproved productivity and Edgeview Partners, L.P.performance.



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Our CFO's annual incentive compensation based on 20132014 performance was $760,000,$1,648,000, resulting in a 26.7%70% increase compared toin her incentives for 2012. Our CFO's 2013combined base salary and annual incentive compensation from 2013. Ms. Schoneman's 2014 annual incentive compensation was significantly influenced by our strong operating performance in 2014 and her contributions to execution on our strategic initiatives of investing in higher margin businesses, managing costs, and improving productivity and performance across our 2013 strategic and financial plan, the quality of our financial reporting, her team's performance during the integration of Seattle-Northwest Securities Corporation and Edgeview Partners, L.P., andbusinesses as well as her contributions to our overall financial strength throughoutand performance in 2014, including the year.meaningful increase in our return on equity and our one- and three-year total shareholder returns.



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OurEach of our global co-heads of investment banking and capital markets received annual incentive compensation of $2,375,000 for 2013, increases of 66.7% and 61.0% for Messrs. Abraham and LaRue, respectively, compared to 2012. The$4,075,000, resulting in a 61% increase in their combined base salary and annual incentive compensation is attributable to a significant improvement infrom 2013. Their 2014 annual incentive compensation was significantly influenced by the strong performance and profitability of our equity investment banking business in 2013 driven by accommodativeand capital markets conditions, improved performancebusiness, which achieved record advisory services revenues of $186.2 million, a 150% increase over 2013, and market share gains relative to our peer group in our equity brokerage business, disciplined management of costs and realized gainsfocus sectors in our merchantequities financing business. We attribute the strong performance and profitability achieved by our investment banking portfolio.and capital markets business during 2014 to Messrs. Abraham's and LaRue's execution on our strategic efforts to invest in our advisory services business, develop senior bankers, and improve productivity and performance.



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Our formerglobal head of asset managementequities received hisannual incentive compensation based on the formula relating to earnings before interest, taxes, depreciation and amortization providedof $2,425,000 for 2014, resulting in a 19% increase in his employment agreement.combined base salary and annual incentive compensation from 2013. Mr. Klinefelter's 2014 incentive compensation was significantly influenced by his efforts over the past several years to develop and execute a plan to focus our resources

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and improve cost management in our equities business. As a result of these efforts, despite lackluster market conditions through much of 2014, our equities business remained profitable. In addition, our equities business provides distribution services as an integral part of our equity financing activities and contributed significantly to our strong revenues from equity financing in 2014.

Compensation Best Practices

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

Compensation Philosophy and Objectives

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

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Pay for performance—Most of the total compensation paid to our named executive officers (other than Mr. O'Brien) is based on the performance (usually the profitability)profitability of the company and each business unit. Mr. O'Brien's incentive compensation was determined solely based on the profitability of our asset management business. Our named executive officers' performance is also measured against defined objectives in areas such as strategic initiatives, business performance, leadership effectiveness, and peopleinternal talent development. In 2013,2014, we continued the practice we began in 2012 of granting a long-term incentive award in the form of PSUs, which will be earned by our named executive officers (other thanbased on

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Mr. O'Brien) based on our total shareholder return, measured on an absolute and relative basis compared to our peer group over a 36-month performance period.

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Sustain and strengthen the franchise—Our compensation program is designed to be sufficiently competitive to allow us to attract and retain the most talented people who are committed to the long-term success of our company. Our business is a highly competitive one based primarily on human capital, which requires us to provide compensation at a level and in forms that are sufficient to attract and retain people who can help our company succeed. Our success drives the compensation realized by our executive officers, both in the form of increased incentive compensation paid and in appreciation of the company's equity.



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Align risk and reward through a blend of pay components—We are committed to using a mix of compensation components—base salary, annual incentives and long-term incentives—to create an environment that encourages increased profitability for the company without undue risk taking.



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Align employees with shareholders—We are committed to using our compensation program to increase executive stock ownership over time and focus executives' attention on creating value for our shareholders. We believe that equity ownership directly aligns the interests of our executive officers with those of our shareholders and helps to focus our executives on creating long-term shareholder value. Also, the long-term incentive award program initiated in 2012 based on our total shareholder return directly aligns the interests of our named executive officers with those of our shareholders by tying the value of the award to our stock performance.

Setting Compensation

The Committee has responsibility for approving the compensation paid to our executive officers and ensuring it meets our objectives. With respect to our chief executive officer, the Committee has sole responsibility for evaluating performance and determining his compensation. In doing so, the chairperson of the Committee solicits evaluation input from each member of the Board of Directors, and also leads a discussion of the full Board reporting on the results of the annual evaluation and reviewing the chief executive officer's self-evaluation.

In February of each year, the Committee approves the amount of incentive compensation to be paid to our executive officers in recognition of prior-year performance, approves their base salaries for the current year if there are changes and establishes performance goals under an annual incentive program. Subject to limits on the compensation that may be paid under the annual incentive program (as described below under "Compensation Program and Payouts—Annual Incentive Compensation"), the Committee has full discretion to determine the amount of compensation to be paid to the executive officers.

Involvement of Executive Officers

The work of the Committee is supported by our human capital department, which works closely with our chief executive officer, our chief financial officer, and our general counsel. The

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head of human capital, together with these executive officers, prepares and presents information and recommendations for review and consideration by the Committee, including:

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The performance goals to be established under the annual incentive program;

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



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The firms to be included in the compensation peer group and financial and compensation data for those firms (including total shareholder return for those firms as compared to the company);



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The performance evaluations and compensation recommendations for the executive officers;



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



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

Compensation Peer Group

Our human capital department, in consultation with theThe Committee and the Committee's independent compensation consultant annually identifiesidentify a compensation peer group of firms with which we compete for executive talent. As a middle-market, full-service investment bank with material asset management operations, we believe there are few other companies that are directly comparable to Piper Jaffray. Our peer group for 2013 reflects that two former peers, KBW Inc. and Jefferies Group, Inc., were acquired and therefore removed from the 2012 group. In addition, the 2013 peer group reflects the inclusion of Greenhill & Co. and SWS Group, Inc., which were added as a result of our Committee's regular review of the peer group. This peer group includes companies primarily consisting of investment banks with revenues and market capitalizations similar to ours, while including representation of companies with asset management operations, which are an important portion of our business. Our peer group for 2014 was unchanged from 2013, other than to eliminate Gleacher & Company, Inc. in light of that firm's adoption of a plan of liquidation during 2014. Our 2014 peer group consisted of the following companies, each of whom we believe are direct competitors for talent in some aspect of our business:

20132014 Peer Group
Cowen Group, Inc.		JMP Group Inc.Lazard Ltd.
Evercore Partners Inc.		Lazard Ltd.Oppenheimer Holdings Inc.
FBR & Co.		Oppenheimer Holdings Inc.
Gleacher & Company, Inc.		Stifel Financial Corp.
Greenhill & Co.		SWS Group, Inc.
JMP Group LLC

We also use data from external market surveys reflecting a broad number of firms within our industry (including members of our peer group), and we may review publicly available data for similar companies that are not direct competitors to address issues we may encounter obtaining compensation information for executives holding positions comparable to our

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executive officers. The external market surveys that we used for 20132014 were prepared by McLagan Partners and Mercer, and generally related to our industry and sub-sectors within our industry. We also used the surveys to gather market data outside of our industry in the corporate support area. This peer group and market data is an important factor considered by the Committee when setting compensation, but it is only one of multiple factors considered by the Committee, and the amount paid to each executive may be more or less than the composite market median based on individual performance, the roles and responsibilities of the executive, experience level of the individual, internal equity and other factors that the Committee deems important. As such, the Committee uses peer group and market survey information to put the total compensation proposed to be paid to each named executive officer in context of pay ranges for like positions at similar companies and to confirm that any variances from market norms are justified in light of the specific circumstances of our named executive officers.

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Compensation Consultant

The Committee engaged Frederic W. Cook & Co., Inc. ("FWC") as its independent compensation consultant for 2013.2014. The Committee considers advice and recommendations received from FWC in making executive compensation decisions. FWC does not provide services to us other than the advice it provides to the Committee and FWC has advised the Committee that the fees and direct expenses received from us during 20132014 were less than 1% of FWC's consulting income for the period. FWC also has advised us that neither it nor, to its knowledge, any member of its consulting team serving the Committee owns any shares or other securities of Piper Jaffray. After considering the foregoing, as well as FWC's conflict of interest policies and procedures and the lack of known business and personal relationships between FWC, its team members serving the Committee and the Committee members and our executive officers, the Committee concluded that FWC's work for the Committee does not raise any conflict of interest concerns.

Say-on-Pay

At our 20132014 annual meeting of shareholders, our say-on-pay proposal received "for" votes that represented approximately 98%97% of the votes cast.shares present at the meeting and entitled to vote on the proposal. The Committee considered the results of the vote to be an endorsement of the Committee's handling of executive compensation matters. In 2013,2014, our executive compensation program retained all of the core elements of our 20122013 program, which are described below under "—Compensation Program and Payouts."

Although our executive compensation program received strong support in 2012, we continually look for ways to improve the program. For example, at the 2013 annual meeting, our shareholders approved an amendment to our Incentive Plan that provides that the equity awards granted to our named executive officers on or after the date of our 2013 annual meeting have a "double trigger" change-in-control provision that will condition the acceleration of vesting of the award on both a change-in-control and a termination of employment within 24 months of this event. In addition, in February 2014, our Board approved a clawback policy that allows the Committee to recover performance-based incentive compensation from an executive officer as described below.

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Clawback Policy

In 2014, our Board of Directors approved a clawback policy that allows the Committee to recover incentive compensation from any current or former executive officer if that executive officer engages in intentional misconduct that caused or contributed to noncompliance with a financial reporting requirement under the federal securities laws which requires the company to file an accounting restatement with the Securities and Exchange Commission. If the Committee seeks to recover incentive compensation following an accounting restatement, the amount of incentive compensation subject to recovery would be the amount in excess of what the executive officer would have earned based on the restated financial results as determined by the Committee. In addition, regardless of whether there is an accounting restatement, the Committee may recover incentive compensation from a current or former executive officer if that executive officer engages in fraud, theft, misappropriation, embezzlement or dishonesty to the material detriment of the Company'scompany's financial results as filed with the Securities and Exchange Commission. The incentive compensation recoverable in this circumstance will be based on the Committee's determination of the harm caused by the executive officer's conduct and the incentive compensation awarded to the officer with a vesting or performance period during which the conduct took place. Our clawback policy does not apply to equity-based compensation granted on or before May 8, 2013.

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Compensation Program and Payouts

Our executive officer compensation program is designed to align pay with performance. Other than Mr. O'Brien,Each of our executive officers' annual compensation is made up of three elements: base salary, annual incentive compensation, and long-term incentive compensation. These elements are designed to reward profitability and the achievement of increasing long-term shareholder value.

Base Salary

The purpose of base salary is to provide a market-competitive set amount of cash compensation for each executive that is not variable in nature and that recognizes the importance of key leadership and daily accountabilities of our senior leaders. Consistent with our past practice of not regularly granting salary increases, the salaries of our named executive officers were unchanged for 20132014 compared to 2012.2013.

Annual Incentive Compensation

Delivering a significant portion of our compensation through annual incentives reflects one of the core objectives of our compensation program, which is pay-for-performance. The Committee has established an annual incentive program that provides a significant portion of the total compensation paid to our named executive officers other than Mr. O'Brien.officers. The objective of the program is to provide cash and equity compensation that is variable based on the achievement of annual performance goals determined each year by the Committee.

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20132014 Program

At the outset of each year, the Committee grants performance-based awards subject to the achievement of an annual performance goal of the company whichthat is related tobased on our adjusted pre-tax operating income. Each award granted to our executive officers other than Mr. O'Brien for 20132014 was for an amount equal to 10% of our 20132014 adjusted pre-tax operating income, subject to an aggregate limitation of 25% for the group as a whole. The Committee retains sole discretion to reduce the aggregate accrual rate as well as the amount allocated to each named executive officer, and historically the Committee has exercised this negative discretion.

Adjusted pre-tax operating income for purposes of our annual incentive plan equals our total revenues less our total expenses before income taxes, adjusted to eliminate certain compensation and benefits expenses and certain other expenses, losses, income, or gains that are unusual in nature or infrequent in occurrence. The adjustments to eliminate certain expenses and losses that are unusual or infrequent in nature are established at the beginning of each year prior to granting the qualified performance-based awards, and the exclusion of these items from pre-tax operating income more accurately reflects our operating performance for a given year. For 2013,2014, adjustments included the elimination of: net income attributable to noncontrolling interests; amounts expensed during the year under our annual incentive program (including equity amortization expense) for participating executive officers; amortization expense for cash and equity awards granted in connection with acquisitions; and amounts expensed during the year in connection with the PSUs granted to ourparticipating executive officers; and restructuring and integration costs.officers.

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In applying the formula described above, our adjusted pre-tax operating income for 20132014 was $83.1$127.9 million, resultingwhich represented a 54% increase from the corresponding figure from 2013. The adjusted pre-tax operating income for 2014 of $127.9 million resulted in a maximum amount payable to each award recipient of $8.3$12.8 million, subject to a maximum aggregate payout of $20.8$32.0 million for the group as a whole. Consistent with prior years, the Committee paid less than the maximum amount payable for 2013,2014, paying an aggregate of $12.1$21.4 million, or 14.5%16.7% of our adjusted pre-tax operating income for 2013.2014. The table below sets forth a calculation of our adjusted pre-tax operating income for 20132014 (in thousands):

Operating income before taxes		$67,938110,311
Removal of net income applicable to noncontrolling interests		$(5,394)($11,153)
Expense under our annual incentive program		$12,06121,391
Amortization expense for equity awards (including in the MFRS plan) granted in connection with acquisitions		$4,552
Amortization expense for cash awards granted in connection with acquisitions		$2,600684
Expense for PSU grants		$1,189
Merger and restructuring expenses		$4,689
		2,067
​	​	​
Adjusted pre-tax operating income		$83,083
		127,852
​	​	​
​	​	​
​	​	​

The design of our annual incentive program is intended to directly align pay with performance. Due to this design, the annual incentive compensation earned by our executive officers will

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vary significantly depending on the company's financial performance. The following chart highlights how the annual incentive compensation paid to our CEO over the past three years has been aligned with improvements in our performance which has been measured by our annual incentive program for each year during the time period covered in terms of our adjusted pre-tax operating income:

Adjusted Pre-Tax Operating Income History		CEO Annual Incentive Compensation History(1)
(dollars amountdollar amounts below are in thousands)

(1)

Amounts shown correspond to the figures provided in the Supplemental Compensation Table below.

Former Head of Asset Management

Mr. O'Brien's employment agreement provides non-discretionary formulas for his incentive payments. The agreement provides we will make quarterly cash payments to him equal to 11% of the earnings before interest, taxes, depreciation and amortization ("EBITDA") of our asset management business for the preceding quarter. This EBITDA calculation excludes the impact of Mr. O'Brien's compensation, corporate overhead allocations, certain extraordinary costs related to FAMCO (a divested part of our asset management business), and gains or losses on investments we make in funds of our asset management business.

In addition to the quarterly payments, the agreement provides for annual payments to Mr. O'Brien if the asset management business exceeds EBITDA performance thresholds for the year as follows:

Annual Asset Management EBITDA		Additional % of Asset Management EBITDA Payable
Equal to or less than $30 million		Nothing additional to quarterly payments
Greater than $30 million but less than or equal to $47 million		7.5% of asset management EBITDA in excess of $30 million
Greater than $47 million		Additional 7.5% of asset management EBITDA described above, plus 9.0% of asset management EBITDA exceeding $47 million

As noted above, Mr. O'Brien's employment with us will end on March 31, 2014, and no further payments (following the final payment) will be paid pursuant to the employment agreement.

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On March 19, 2014, we entered into a consulting agreement with Mr. O'Brien which provides that Mr. O'Brien will serve as a non-employee consultant to our asset management business, performing such services as needed and requested by us. The term of the agreement begins on April 1, 2014 and ends on March 31, 2016, and the agreement may be terminated by either us or Mr. O'Brien by providing 30 days prior written notice. Mr. O'Brien will be paid $60,000 per month pursuant to the consulting agreement, which compensation will be reviewed quarterly for adjustments.

Compensation Determinations and Relevant Factors

After following the processes and considering the factors described above under "—Setting Compensation," the following were the material factors that influenced 20132014 annual incentive compensation at an individual level for the named executive officers other than Mr. O'Brien:officers:

•

Andrew S. Duff,,chairman and chief executive officerofficer..  Mr. Duff's 2014 annual incentive compensation was significantly influenced by our record net income from continuing operations, growth in our earnings per share, 8.1% return on equity, and one- and three-year total shareholder returns in 2014. We view our strong profitabilityperformance to be a result of the strategic direction charted by Mr. Duff as we have invested in higher margin businesses, managed our costs, and improved productivity and performance. Our 2014 operating successes included achieving net revenues of $648.1 million for 2013the year, record net income from continuing operations of $63.2 million, record advisory services revenues of $186.2 million, and hisequity financing revenues exceeding $100 million for the second consecutive year. In addition, our stock price rose 46.9% during the year. As a result of Mr. Duff's leadership, in advancing several2014 we were positioned to take advantage of our key objectives. Our 2012 financial results were our strongest in several years,accommodative capital markets conditions and our 2013 results further improvedimprove on theour prior year's performance in nearly all key categories and continuedcontinue our operational momentum in improving our return on equity and generating strong profitability. Our 2013 operating success included generating net revenues of $525.2 millionprofitability and returns for the year, which includes our highest level of quarterly revenues as a public company in the fourth quarter, and generating net income from continuing operations of $49.8 million for the year. We achieved these strong results despite the challenges of a rising and sometimes volatile interest interest rate environment during 2013, which negatively affected our fixed income institutional brokerage and public financing businesses. In addition, we made progress on our strategic goal of expanding our higher margin mergers and acquisitions advisory and public finance businesses through the acquisitions and integration of Seattle-Northwest Securities Corporation and Edgeview Partners, L.P.shareholders.



•

Debbra L. Schoneman,chief financial officer. Ms. Schoneman's annual incentive compensation was significantly influenced by our strong operating performance in 2014 and advancement ofher contributions to our execution on our strategic initiatives of investing in a manner similar to Mr. Duff's.higher margin businesses, managing costs, and improving productivity and performance across our businesses. In addition, Ms. Schoneman's compensation was significantly influenced by her execution of our 20132014 strategic and financial plan, her leadership of capital and risk management initiatives, the quality of our financial reporting, her team's performance during the integration of Seattle-Northwest Securities Corporation and Edgeview Partners, L.P., and her contributions to our overall financial strength throughoutand performance in 2014, including the year. Ms. Schoneman's continued success managingmeaningful increase in our non-compensation expenses also positively influenced her incentive compensation.return on equity and our one- and three-year total shareholder returns.



•

Chad R. Abraham and R. Scott LaRue,global co-heads of investment banking and capital markets. Messrs. Abraham's and LaRue's annual incentive compensation reflectedwas significantly influenced by the strong performance and profitability of our investment banking and capital markets business, for which they are jointly responsible. Our investment bankingTheir execution on our strategic efforts over the past few years through investments in our advisory services business and capital markets business contributed significantly to the company's overall financial results in 2013. Accommodative markets for equity capital raising, disciplined cost management,

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and gains from our merchant banking portfolio led to a meaningful increase in the profitability of our investment banking and capital markets business in 2013. The leadership of Messrs. Abraham and LaRue with respect to several strategic initiatives during the year, including our acquisition of Edgeview Partners, L.P., and thetheir development, retention, and hiring of senior bankers placed us in a position to strengthenachieve record advisory services revenues of $186.2 million, which represents a 150% increase from 2013 and was the primary driver of the 78% increase in our Capital Markets segment pre-tax operating income for the year. In addition to this extremely strong performance by our advisory services business, Messrs. Abraham's and LaRue's capital markets business gained market share in our equity financing focus sectors relative to our peer group and capitalized on accommodative market conditions to achieve equity financing revenues exceeding $100 million for the second consecutive year, which also positively contributed to their compensation relative to our other officers and compared to 2012.

2013.

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by Mr. Klinefelter, provides distribution services as described above.an integral part of our equity financing activities and contributed significantly to our strong revenues from equity financing in 2014.

Based on the information described above, the Committee evaluated the performance of the chief executive officer and determined his annual incentive compensation, assessed relative levels of responsibility and contribution during the year for each of the other named executive officers, (other than Mr. O'Brien), and approved 20132014 annual incentive compensation.

The table below shows the annual incentive awards that were earned by each individual in 2013.2014. This supplemental table differs from the Summary Compensation Table appearing later in the proxy statement because it shows in the "Restricted Compensation" column restricted stock awards earned in 20132014 that were granted in 2014.February 2015. For the year 2013,2014, the Summary Compensation Table (in accordance with SEC rules) shows stock awards earned in 20122013 and granted in 2013,February 2014, not stock awards earned in 20132014 and granted in 2014.February 2015. Accordingly, the year-over-year changes in compensation in the Supplemental Compensation Table below reflect changes in amounts earned between 20132014 and 2012.2013. The table below also includes in the "Restricted Compensation" column the annual incentive compensation paid in the form of mutual fund restricted shares. The table below does not reflect the long-term incentive PSU grants made to our named executive officers during 2012 or 2013.in each of the years presented.This table is not a substitute for the information required by SEC rules, specifically the Summary Compensation Table and the related tables appearing later in this proxy statement.

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Supplemental Compensation Table for
Annual Incentive Awards

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Equity Awards

Consistent with our philosophy regarding executive stock ownership, the annual incentive compensation for the named executive officers was paid out in a combination of cash and equity. The equity portion of our annual incentive awards takes the form of restricted stock, subject to the named executive officers' ability to elect to allocate a portion of the incentive award otherwise payable in restricted stock to mutual fund restricted shares pursuant to the MFRS Plan. We believe restricted stock awards, as compared to other forms of equity compensation such as stock options, best align the interests of our executive officers with those of shareholders by ensuring that the same fluctuations in our stock that affect our shareholders also directly affect the value of the awards granted to the executive officers.

The number of shares of restricted stock granted to each officer was determined by dividing the total dollar value designated to be paid out to the officer in restricted stock by the closing price of our common stock on February 18, 2014,17, 2015, adjusted for each named executive officer's election to participate in the MFRS Plan. The restricted stock granted to the named executive officers vests in three equal annual installments.

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MFRS Plan

During 2012, the Committee adopted the MFRS Plan. The MFRS Plan allows recipients of restricted stock of the company to instead elect to receive 10% to 50%a portion of their equity grant in the form of restricted shares of selected mutual funds managed by our asset management business. In 2014, each named executive officer was permitted to receive 10% to 50% of their equity grant in mutual fund restricted shares. The mutual fund restricted shares have the same restrictions that would apply to restricted stock and vest ratably over three years. We adopted the MFRS Plan to provide our executives an opportunity to diversify the equity compensation they receive, and believe the plan will help us attract and retain top talent. The MFRS Plan also capitalizes on the strength of our asset management business, by allowing usand allows our employees to offer a compensation plan that mostinvest alongside the clients of our competitors cannot provide.asset management business.

Long-Term Incentive Compensation

In May 2013,2014, the Committee awarded the named executive officers (other than Mr. O'Brien) a long-term incentive award in the form of PSUs for the secondthird consecutive year. The PSUs granted in 20132014 will be earned based on our total shareholder return measured over a 36-month performance period that began on May 15, 20132014 and ends on May 14, 2016.2017. Half of the awards will be earned based on our total shareholder return (or "TSR") compared to our modified peer group and the other half of the awards will be earned based on our absolute total shareholder return.TSR.

Piper Jaffray Relative TSR		Piper Jaffray Absolute TSR

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The peer group for purposes of the PSU awards is the same group described above under "—Setting Compensation—Compensation Peer Group,Group." except for Greenhill & Co. and SWS Group, Inc., which were not in our 2013 peer group and were added only at the end of the year during the Committee's regular review of the peer group.

Total shareholder returnTSR for purposes of the awards is calculated based on the average closing price during the trailing 60 calendar days as of the beginning and the end of the performance period, and takes into account dividends paid during the performance period. The PSUs do not provide the recipient any rights as a shareholder, including the right to vote or receive dividends on any shares subject to the PSUs.

The PSU awards are intended to directly align the interests of our named executive officers with those of our shareholders by directly tying the value of the award to our stock performance. The Committee decided to measure performance both on a relative basis compared to the

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modified peer group 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 shareholder value.

The 36-month performance period is designed to provide management an incentive to focus on our strategic direction and long-term value creation. The Committee established the total shareholder returnTSR measurements for earning the PSUs with the intent that the PSUs would only reward recipients for strong long-term performance, with the full number of PSUs being earned only if we significantly outperform our peer group and historical total shareholder return.TSR. The number of PSUs granted to each named executive officer was determined by dividing a dollar value for the executive's award by the fair market value of a PSU, rounded up to the nearest whole PSU. The fair market value of $21.32$23.42 for each PSU granted in 20132014 was determined using a Monte Carlo simulation, which assumed a risk-free interest rate of 0.400.82 percent and expected stock price volatility of 44.041.3 percent. Because a portion of the award vesting depends on our total shareholder returnTSR relative to a peer group, the valuation modeled the performance of the peer group as well as the correlation between the Companyour company and the peer group. The expected stock price volatility assumptions were determined using historical volatility as correlation coefficients can only be developed through historical volatility. The risk-free interest rate was determined based on three-year U.S. Treasury bond yields. The value of the PSUs awarded was $600,000$600,021 in the case of Mr. Duff, $300,000$300,011 in the case of Ms. Schoneman, and $200,000$200,007 for the other named executive officers, other than Mr. O'Brien.officers.

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Pay Mix

As illustrated below, the pay mix for all 20132014 elements of compensation received by our chief executive officer and by our other named executive officers, other than Mr. O'Brien, as disclosed in the Supplemental Compensation Table above (including the value of the PSU awards granted during the year) was significantly weighted toward performance-based compensation:

2013                        2014 CEO		2013                        2014 OTHER NAMED
PAY MIX		EXECUTIVE OFFICERS
		PAY MIX

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

Each executive officer receives a significant portion of their performance-based compensation in the form of restricted equity. This restricted equity includes both restricted stock as well as restricted shares of selected mutual funds to the extent the executive officer chooses to participate in the MFRS Plan, which in 2015 was capped at a maximum of 50% of restricted equity compensation for our named executive officers. With respect to the 2014 annual incentive awards, the portion payable to the named executive officers in restricted equity was 60% for our chief executive officer, 50% for our chief financial officer, and 45% for our co-heads of investment banking and capital markets and head of global equities. This mix of forms of annual incentive compensation is consistent with our practice for 2013.

Our chief executive officer receives a relatively greater portion of his performance-based and overall compensation in the form of restricted equity compensation due to his greater ability to influence our financial performance as well as to most closely align his interests with those of our shareholders through equity ownership. For the other named executive officers, other than our former head of asset management, the mix of cash compensation versus restricted equity compensation, which vests over three-year periods,includes both restricted stock as well as restricted shares of selected mutual funds to the extent the executive officer chooses to participate in the MFRS Plan, is designed to provide an appropriate and competitive amount of incentives for positive performance, while leaving a sufficient level of compensation tied to our stock price to retain executives and encourage

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

With respect to the 2013 annual incentive awards, the portion payable to the named executive officers (other than Mr. O'Brien) in restricted equity ranged from 60% in the case of our chief executive officer to 45% for our co-heads of investment banking and capital markets. This mix of forms of annual incentive compensation is consistent with our practice for 2012.

Other Compensation

Our executives receive only limited perquisites. Executive officers receive limited additional compensation in the form of reimbursement of dues for club memberships used for business purposes and certain insurance premiums,premiums. In addition, in 2014, our Board of Directors approved the payment of $170,500 for the engagement of a firm retained to locate a public company board opportunity for Mr. Duff. The Board of Directors believes that such an opportunity would provide valuable additional strategic and public company operating experience to Mr. O'Brien received additional reimbursementsDuff that would benefit our company in his role as chief executive officer and chairman of parking expenses.our Board of Directors. The cost of these perquisites is included in the "All Other Compensation" column of the Summary Compensation Table.

We also maintain an international assignment policy that provides benefits for employees working on non-permanent assignments outside their home countries. Under the policy, we assume responsibility for any additional U.S. or foreign taxes that employees incur as a direct result of international assignments, and the employees are responsible for the amount of taxes they would have incurred had they continued to live and work exclusively in the United States. We maintain this policy to encourage employees to accept international assignments that our management believes are in the best interests of our company by mitigating potentially adverse tax consequences that otherwise could result from accepting such assignments. All employees are eligible to participate in our international assignment policy. In 2013,2014, we made certain tax equalization payments to foreign authorities on behalf of and to Mr. LaRue as a result of a prior assignment to serve in Hong Kong.

Some of our executive officers also receive payments from time to time related to historical deferred compensation programs, typically structured as investments made by the company on behalf of certain employees. Certain key employees were eligible to participate in these

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programs, under which participants were granted one or more deferred awards that were deemed invested in certain measuring investments. No new awards have been granted under these programs since 2000, and participation in these programs is frozen. Following a liquidity event for a particular investment, the participant receives a benefit payment based on the deemed return to the participant and payment of the portion of the participant's account that was deemed invested. Participants may continue to receive payments under the plans until a liquidity event has occurred with respect to each measuring investment. In 2013, Mr.Messrs. Abraham was granted deferred awards under these programs and LaRue received the payouts set forth in the Summary Compensation Table. No new awards have been granted under these programs since 2000, andTable in 2014 in connection with their participation in these programs is frozen.programs.

Termination and Change-in-Control Arrangements

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

•

Following a change-in-control, all outstanding restricted stock and mutual fund restricted shares that were granted before May 8, 2013 will vest and all restrictions on the restricted stock and mutual fund restricted shares will lapse. All awards granted under the Incentive Plan on or after May 8, 2013, contain a "double trigger" provision that provides that awards that are continued, assumed or replaced in connection with a change-in-control will vest, be

deemed earned or have restrictions lapse only if the award recipient's employment is terminated involuntarily (other than for "cause") within 24 months of the change-in-control.



•

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



•

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



•

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



•

Our annual performance awards, including the annual qualified performance-based awards under the annual incentive program, will be considered to be earned and payable in full upon a change-in-control, and the awards will be settled in cash

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or shares, as determined by the Committee, as promptly as practicable. Because annual incentive award payouts have historically been based on adjusted pre-tax operating income, which varies from year to year, and because the Committee historically has needed to reduce the size of some awards to comply with the limits on the aggregate amount of incentive compensation that may be paid under the annual incentive program, the specific amounts that would be payable in the event of a change-in-control are indeterminable.

Compensation Policies

Executive Stock Ownership and Prohibition on Hedging

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

Equity Grant Timing Policy

In 2006, we established a policy pursuant to which equity grants to employees will be made only once each quarter, on the 15^th calendar day of the month following the public release of earnings for the preceding quarter (or, if the 15^th calendar day falls on a weekend or holiday, on the first business day

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thereafter). This policy covers grants made by the Committee as well as grants made by our chief executive officer to employees other than executive officers pursuant to authority delegated to him by the Committee. We established this policy to provide a regular, fixed schedule for equity grants that eliminates the exercise of discretion with respect to the grant date of employee equity awards.

Policy on Qualifying Compensation for Deductibility

Section 162(m) of the Internal Revenue Code limits deductions for non-performance-based annual compensation in excess of $1 million paid to our named executive officers who served as executive officers at the end of the preceding fiscal year. Our policy is to maximize the tax deductibility of compensation paid to these officers. The Incentive Plan and the awards we grant thereunder, including our annual incentive awards, are designed and administered to qualify compensation as "performance-based" to ensure that the tax deduction is available to the company. From time to time the Committee may authorize payments to the named executive officers that may not be fully deductible, if they believe such payments are in the interests of shareholders to satisfy our primary objective of attracting and retaining top talent.

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COMPENSATION COMMITTEE REPORT

The Committee has reviewed and discussed the Compensation Discussion and Analysis with management and has recommended to the Board of Directors the inclusion of the Compensation Discussion and Analysis in the company's year-end disclosure documents.

Compensation Committee of the Board of Directors of Piper Jaffray Companies
Michele Volpi,Chairperson
Philip E. Soran
MichaelWilliam R. FrancisFitzgerald
Hope B. WoodhouseScott C. Taylor

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Summary Compensation Table

The following table contains compensation information for our chief executive officer, our chief financial officer, and our three other most highly compensated executive officers.

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Employment Agreement

We entered into an employment agreement effective January 1, 2012 with Mr. O'Brien. Mr. O'Brien's annual base salary was established by the terms of this agreement and he was entitled to receive the incentive payments based on asset management EBITDA described above in "Compensation Discussion and Analysis—Annual Incentive Compensation—Former Head of Asset Management." No further payments will be due under this employment agreement after the first quarter 2014 payment, and the employment agreement will terminate on March 31, 2014 (other than ongoing contractual provisions that survive termination).

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Grants of Plan-Based Awards

The following table provides information regarding the grants of plan-based awards made to the named executive officers during the year ended December 31, 2013.2014.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information concerning equity awards held by the named executive officers that were outstanding as of December 31, 2013.2014.