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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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​	​	​	​	​
		REALIZE THE POWER OF PARTNERSHIP®

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April 5, 20193, 2020

Fellow Shareholders:

You are cordially invited to join us for our 20192020 annual meeting of shareholders, which will be held on Friday, May 17, 2019,15, 2020, 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 55402. The Notice of Annual Meeting of Shareholders and the proxy statement that follow describe the business to be conducted at the meeting.

As we look forward to our 20192020 annual meeting of shareholders, it is worth reflecting on our recent accomplishments. 2019 was a transformational year for our firm as we announced our merger with Sandler O'Neill & Partners, L.P., a premier advisor to the financial services industry. Our merger with Sandler marks a new era for both of our firms as we bring together our talented, dedicated professionals and shared culture of putting our clients first. Together, as Piper Sandler Companies, we now offer our clients one of the broadest full-service investment banking platforms with leading advisory practices in healthcare, financial services, and energy, and growing franchises in consumer, diversified industrials, and technology. During the year, just completed. In 2018, we achievedalso joined with Weeden & Co. L.P., whose professionals and systems have delivered best-in-class equities execution services to our institutional brokerage platform.

As we look ahead to 2020 and beyond, we are mindful of the firm's second-highest adjusted net revenues and adjusted earnings per share on record, each a non-GAAP financial measure, with adjusted net revenues of $780.8 million and adjusted earnings per share of $6.13. These financial results reflect the strong foundationimpact that we are currently witnessing from COVID-19. People and communities are suffering from this illness, and society and businesses have built overbeen disrupted in ways that were previously unimaginable. The medium and long-term impact from these events on the past few years by growing our leadershipglobal and U.S. economy is currently uncertain, but we expect that these conditions will cause a challenging operating environment for us in our core sectors, shifting to more capital-light, variable cost business models, and maintaining product diversity thatthe short-term. Despite this backdrop, we believe provides a counterbalance in any market environment.that our long-term strategy is sound, and that our intense focus on our clients, our sector expertise, our broad product capabilities, and our operating discipline will best position us to navigate these challenges, just as they have throughout our 125-year history.

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

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

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envelope provided. Instructions regarding the three methods of voting are contained on the Notice of Internet Availability of Proxy Materials and the proxy card.

We are thankful that you choose to be our shareholder, and we look forward to seeing you at the annual meeting.continuing to serve our clients and providing long-term returns to our shareholders.

		Sincerely,
		Chad R. Abraham Chairman and Chief Executive Officer

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Notice of Annual Meeting
of Shareholders

May 17, 2019,15, 2020, at 2:00 p.m., Central Time
The Huber Room in our Minneapolis Headquarters
12^th Floor, U.S. Bancorp Center
800 Nicollet Mall, Minneapolis, Minnesota 55402

To the Shareholders of Piper JaffraySandler Companies:

The 20192020 annual meeting of shareholders of Piper JaffraySandler Companies will be held at our corporate headquarters in Minneapolis, Minnesota on Friday, May 17, 201915, 2020 at 2:00 p.m., Central time, for the following purposes:

1.

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



2.

Ratification of the selection of Ernst & Young LLP as the independent auditor of Piper JaffraySandler Companies for the fiscal year ending December 31, 2019.2020.



3.

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



4.

Approval of an amendment to the Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (the "Incentive Plan").



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 Thursday, May 16, 201914, 2020 for any shares you hold directly, and by no later than 11:59 p.m., Eastern Daylight Time on Tuesday, May 14, 201912, 2020 for any shares you hold in a retirement plan. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. The envelope is addressed to our vote tabulator, Broadridge Financial Solutions, Inc., and no postage is required if mailed in the United States. Holders of record of shares of the Company'scompany's common stock at the close of business on March 21, 201920, 2020 are entitled to notice of, and to vote at, the meeting.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on May 17, 201915, 2020

Our proxy statement and 20182019 annual report are available at
www.piperjaffray.com/www.pipersandler.com/proxymaterials.

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

April 5, 20193, 2020

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PROXY STATEMENT
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PROXY STATEMENT
20192020 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 201915, 2020

INTRODUCTION

The Board of Directors of Piper JaffraySandler Companies is soliciting proxies for use at the annual meeting of shareholders to be held on May 17, 2019,15, 2020, and at any adjournment or postponement of the meeting. The 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 April 5, 2019.3, 2020.

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.

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Voting Matters

The Board of Directors recommends you vote FOR each Director Nominee listed in Proposal 1, and FOR Proposal 2, Proposal 3, and Proposal 34:

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20182019 Performance Highlights*

In 2018,2019, we achieved strong performance, with our second-highestrecord adjusted net revenues, adjusted net income, and adjusted earnings per share, on record, based on awhich reflects strong, performance bybroad-based contributions from all of our advisory services business and the strongest performance by our equity financing business since 2007. The performances by our advisory services and equity financing businesses helped to offset challenging market conditions for our public finance, institutional brokerage, and asset management businesses during the year.combined with strong operating discipline. Our 20182019 performance highlights include:

As a result of our strong performance and increased profitability, the 2019 incentive compensation of our named executive officers identified in this proxy statement was increased 16.8% from 2018.

*

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

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Board Nominees

Our Board of Directors (the "Board") has nominated nineten directors for election at the 20192020 annual meeting of shareholders: our chairman and chief executive officer, our president, our head of financial services group, and seven other currently serving directors. Seven of these nineten directors are independent under New York Stock Exchange Rules. The Board has determined that our chairman and chief executive officer, Mr. Abraham, our president, Ms. Schoneman, and our President, Ms. Schoneman,head of financial services group, Mr. Doyle, are not independent. Two of our current directors—Andrew S. Duff and Michele Volpi—will not be standing for re-election at the 2019 annual meeting of shareholders, and, as a result, the size of the Board will be decreased from eleven to nine directors. Other than Ms. SchonemanHolt and Mr. Schreier,Doyle, each nominee was elected by the shareholders at the 20182019 annual meeting. Both Ms. Holt and Mr. Schreier was elected to serve effective as of September 14, 2018, after being recommended to the Board of Directors as a candidate by a member of management. Ms. Schoneman was elected to serve effective September 12, 2018. Both Mr. Schreier and Ms. SchonemanDoyle are standing for election by our shareholders as directors of the company for the first time at this year's annual meeting. Ms. Holt was elected to serve as a director effective as of September 16, 2019, after being recommended to the Board as a candidate by another current director. Mr. Duff has beenDoyle was elected to serve as a director effective January 3, 2020, in connection with the closing of our chairman since we becamemerger with Sandler O'Neill & Partners, L.P. ("Sandler"). Each was then evaluated by the Nominating and Governance Committee in advance of its recommendation of their respective service as a public company in 2003. The Board has electeddirector. Mr. Abraham was elected to serve as chairman immediately followingof the 2019 annual meeting andBoard beginning in May 2019. Mr. Soran will continue to servehas served as our lead director.director since February 2018.

The following table provides summary information on each director nominee. For more detail, please see pages 67 through 11 of this proxy statement.

Chad R. Abraham

Jonathan J. Doyle

William R. Fitzgerald

B. Kristine JohnsonVictoria M. Holt

Addison L. Piper

Debbra L. Schoneman

Chairman and CEO of Piper JaffraySandler Companies

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

Former Chairman and CEO of Ascent Capital Group

President and CEO of Affinity Capital ManagementProto Labs, Inc.

Former Chairman and CEO of Piper JaffraySandler Companies

President of Piper Jaffray Companies

Elected Chairman effective immediately following the 2019 annual meeting

Debbra L. Schoneman

Thomas S. Schreier

Sherry M. Smith

Philip E. Soran

Scott C. Taylor

President of Piper Sandler Companies

Former Chairman of Nuveen Asset Management

Former Executive VP and CFO of SUPERVALU

Former President, CEO and Director of Compellent Technologies

Former Executive VP and General Counsel of SymantecNortonLifeLock Inc.

Chair Audit

Chair Nominating and Governance; Lead Director

Chair Compensation

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2018 Compensation Highlights

Our 2018 results reflect the strong foundation that we have laid in recent years through a strategy focused on growing our market leadership in our middle-market investment banking and public finance businesses, which are our more capital-light, variable cost businesses. During 2018, we were pleased with our overall results as compared with our record achievements in 2017. Adjusted net revenues declined 10% to $780.8 million, which represented our second-highest net revenues ever, and we achieved adjusted net income of $93.7 million. Despite the strength that our platform demonstrated during the year, the overall decline in our operating results in 2018 had a significant impact on our named executive officers' 2018 incentive compensation, which was down 23.8% from 2017.

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PROPOSAL ONE—ELECTION OF DIRECTORS

20192020 Nominees for Director

Upon the recommendation of the Nominating and Governance Committee, the Board of Directors (the "Board") has nominated ninethe ten current members of the Board for election at the 20192020 annual meeting. These individuals are Chad R. Abraham, Jonathan J. Doyle, William R. Fitzgerald, B. Kristine Johnson,Victoria M. Holt, Addison L. Piper, Debbra L. Schoneman, Thomas S. Schreier, Sherry M. Smith, Philip E. Soran, and Scott C. Taylor. Two current directors—Andrew S. Duff and Michele Volpi—will not be standing for re-election at the 2019 annual meeting of shareholders, and, as a result, the size of our Board will be decreased from eleven to nine directors. Other than Ms. SchonemanHolt and Mr. Schreier,Doyle, each nominee was elected by the shareholders at the 20182019 annual meeting. Both Ms. Holt and Mr. Schreier was elected to serve effective as of September 14, 2018, after being recommended to the Board as a candidate by a member of management. Ms. Schoneman was elected to serve effective September 12, 2018. Both Mr. Schreier and Ms. SchonemanDoyle are standing for election by our shareholders as directors of the company for the first time at this year's annual meeting. Ms. Holt was elected to serve effective as of September 16, 2019, after being recommended to the Board as a candidate by another current director. Mr. Duff has beenDoyle was elected to serve effective January 3, 2020, in connection with the closing of our chairman since we becamemerger with Sandler. Each was then evaluated by the Nominating and Governance Committee in advance of its recommendation of their respective service as a public company in 2003. The Board has electeddirector. Mr. Abraham was elected to serve as chairman immediately followingof the 2019 annual meeting, andBoard beginning in May 2019. Mr. Soran will continue to servehas served as our lead director.director since February 2018.

Each of the nominees has agreed to serve as a director if elected. Under our majority voting standard and director resignation policy, each nominee will be elected by a majority of the votes cast with respect to that director's election. Any nominee failing to receive a majority will tender his or her resignation to the Board, which shall decide whether to accept or reject the resignation. For more information on our majority voting standard and director resignation policy, please see the section titled "Board of Directors and Corporate Governance—Majority Voting Standard and Director Resignation Policy" below. Proxies may not be voted for more than nineten directors. If, for any reason, any nominee becomes unable to serve before the annual meeting occurs, the persons named as proxies may vote your shares for a substitute nominee selected by the Board.

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

The biographies of each of the nominees below includes information regarding the person's service as a director, work experience, and the experiences, qualifications, attributes or skills that causedled the Nominating and Governance Committee and the Board to determine that the person should serve as a director. Each nominee brings unique capabilities to the Board. The Board believes the nominees as a group have the experience and skills in areas such as senior level management, corporate governance, leadership development, investment banking, capital markets, 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.

As part of the Board's consideration of the nominee's qualifications, the Board reviewed and considered the policies of major institutional shareholders concerning the number of boards of directors of publicly-

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traded companies that directors should serve on at any one time. One of our non-employee directors, Ms. Holt, is currently President and Chief Executive Officer of Proto Labs, Inc., a custom prototype and low-volume production manufacturing company. In addition to serving on our Board, Ms. Holt also serves on the board of directors of Proto Labs, Inc., and as a non-employee director of Waste Management, Inc. In evaluating Ms. Holt's candidacy as a director, our Board viewed positively Ms. Holt's experience as a current chief executive officer and director of a publicly-traded, growth-oriented company in the industrials sector, which is a focus area for our investment banking business, as well as her other public-company director experience. The Board believes that Ms. Holt's experience and position as a sitting chief executive officer of a growing company provides valuable and desirable perspective to our Board. In addition, Ms. Holt contributes a diverse and impactful perspective to our Board from her background as a female chief executive officer, and our Board believes that Ms. Holt has the ability to devote sufficient time and attention to her duties as a director on our Board. For these reasons, the Nominating and Governance Committee and the Board have recommended Ms. Holt for election at the 2020 annual meeting of shareholders.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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

Codes of Ethics and Business Conduct

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

Director Independence

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

The Board has affirmatively determined, in accordance with our Director Independence Standards, that other than Mr. Duff, who will not be standing for re-election at the 2019 annual meeting of shareholders, none of our non-employee directors has a material relationship with Piper JaffraySandler and that each of them is independent. When determining the independence of our independent directors, the Board considered the following types of transactions or arrangements: (i) with respect to Mr. Soran,Ms. Holt, the Board considered aan immaterial business relationship arising from his position as a director of another company in whichbrokerage account maintained with Piper Jaffray's merchant banking portfolio made an investment;Sandler by Ms. Holt's primary business affiliation; (ii) with respect to Ms. Johnson, the Board considered a relationship arising solely from her position as a directoreach of another company that was provided services byMr. Piper Jaffray; (iii) with respect to Messrs. Piper and Soran and Ms. Smith, the Board considered an immaterial relationship arising solely because an immediate family member is an employee of another company that provides services to the company; (iii) with respect to each of Messrs. Piper, Schreier, and Taylor and Ms. Smith, the Board considered immaterial relationships between Piper Sandler and charitable foundations or other non-profit organizations with which each of

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employee of another company that provides services to the company; (iv) with respect to Messrs. Piper, Schreier, and Taylor and Mses. Johnson and Smith, the Board considered immaterial relationships between Piper Jaffray and charitable foundations or other non-profit organizations with which each of those directors is associated; and (v)(iv) with respect to Mr. Soran, and Ms. Johnson, the Board considered their respective investmentshis investment in one of ourPiper Sandler's investment funds on substantially the same terms as similarly situated investors. All of these relationships are deemed to be immaterial under our Director Independence Standards.

Neither Mr.None of Messrs. Abraham noror Doyle or Ms. Schoneman can be considered an independent director under New York Stock Exchange corporate governance rules because they are current employees of Piper Jaffray.Sandler.

Board Leadership Structure and Lead Director

From our spin-off from U.S. Bancorp in 2003 until his retirement on December 31, 2017, Mr. Duff served in the combined roles of chairman and chief executive officer. At the time of Mr. Duff's retirement as our chief executive officer, the Board elected to have Mr. Duff continue to serve as the chairman of the Board. Mr. Duff has decided to not stand for reelection to the Board at the 2019 annual meeting of shareholders. As a result, the Board has elected Mr. Abraham to serve as chairman immediately following the 2019 annual meeting.

The Board has no policy with respect to the separation of the offices of chairman and chief executive officer, and it believes the determination of whether to combine the roles of chairman and chief executive officer is a part of the succession planning process, which the Board oversees. In connection withFollowing Mr. Abraham's transition to the role as our chief executive officer, based on Mr. Abraham's perspective and experience, the Board believes that havingelected Mr. Abraham serve as bothour chairman and chief executive officer is in the best interests of shareholders and the company.May 2019. The Board believes that the combination of the roles under Mr. Abraham provides unified leadership for the Board and the company, with one cohesive vision for our organization. As chairman and chief executive officer, Mr. Abraham will helphelps shape the strategy ultimately set by the entire Board and leverageleverages his operational experience to help balance growth and risk management. We believe that the oversight provided by the Board's independent directors, the work of the Board's committees described below, and the coordination between the chief executive officer and the independent directors facilitated by the lead director will provideprovides effective oversight of our company's strategic plans and operations.

Following Mr. Abraham's election as our chairman, theThe Board will continue to havehas a lead director, a position which has been held by Mr. Soran since February 2018. Our lead director has the following duties and responsibilities, as further described in our Corporate Governance Principles:

•

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



•

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



•

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



•

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

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has authority to call meetings of the independent directors; and



•

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

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Majority Voting Standard and Director Resignation Policy

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

Board Involvement in Risk Oversight

The company'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 for defining or managing the company's various risks. The Board has allocated responsibility for oversight of specific risks between itself and its committees as provided below. Management regularly reports to each committee and the Board concerning the specific risks it oversees. The Board believes this division of responsibilities provides an effective and efficient approach for addressing risk management.

•

Board of Directors—The entire Board is responsible for oversight of our major risk exposures related to our leadership, corporate strategy, and culture and ethics.



•

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



•

Compensation Committee—The Compensation Committee is responsible for oversight of our major risk exposures relating to compensation, organizational structure, and succession.

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•

Compensation Committee—The Compensation Committee is responsible for oversight of our major risk exposures relating to compensation, organizational structure, and succession.



•

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

Meetings of the Non-Employee and Outside Directors

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

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:

Messrs. Abraham, Duff,Doyle, and Piper and Ms. Schoneman do not currently serve on any of the committees of the Board. Messrs. Duff and Volpi will not be standing for re-election to the Board at the 2019 annual meeting of shareholders. The Board will appoint a new chairperson of the Compensation Committee immediately following the 2019 annual meeting.

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Audit Committee

The Audit Committee's purpose is to oversee the integrity of our financial statements, the independent auditor's qualifications and independence, the performance of our internal audit function and independent auditor, and compliance with legal and regulatory requirements.

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

•

the quality of the Audit Committee's ongoing discussions with the independent auditor;



•

management's perceptions of the independent auditor's expertise and past performance;



•

the appropriateness of fees charged; and



•

the independent auditor's independence qualification, including the independent auditor's provision of any permissible non-audit services and the related fees received for such services, as further described below in the section titled "Audit Committee Report and Payment of Fees to our Independent Auditor—Auditor Fees".

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

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 our annual proxy statement.

The responsibilities of the Audit Committee are more fully described in the Audit Committee's charter. The Audit Committee met eleventwelve times during 2018.2019. 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)Commission (the "SEC")), that all members are financially literate and have the accounting or related financial expertise required by the New York Stock Exchange rules, and that each of Ms. Smith, Mr. Schreier, and Mr. Taylor qualify as an "audit committee financial expert" as defined by regulations of the Securities and Exchange Commission.SEC.

Compensation Committee

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

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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, and overseeing our major risk exposures relating to compensation, organizational structure, and succession. The Compensation Committee has full discretion to determine the amount of compensation to be paid to the executive officers. The Compensation 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 Compensation 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 Compensation 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 Compensation 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 Compensation Committee. The Compensation Committee also has delegated authority to the chief executive officer to grant restricted stock awards to employees other than executive officers in connection with recruiting and retention. This delegation permits the chief executive officer to determine the recipient of the award as well the amount of the award, subject to an annual share limitation set by the Compensation 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.Policy," All otheror in accordance with a specific exception approved by the Compensation Committee. The terms of the awards are determined by the Compensation Committee.

The work of the Compensation Committee is supported by our human capital department, primarily through our chief human capital officer, our finance department, primarily through our chief financial officer, and by our legal department, primarily through our general counsel and assistant general counsel, who prepare and present information and recommendations for review and consideration by the Compensation Committee. These personnel work closely with the Compensation Committee chair and, as appropriate, our chief executive officer. For more information, refer to the section below titled "Compensation Discussion and Analysis—How Compensation Decisions are Made—Involvement of Executive Officers."

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

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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 Compensation Committee's charter. For more information regarding the Committee's process in setting compensation, please see "Compensation Discussion and Analysis—How Compensation Decisions are Made" below. The Compensation Committee met eightnine times during 2018.2019. The Board has determined that all members of the Compensation Committee are independent (as that term is defined in applicable New York Stock Exchange rules).

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Nominating and Governance Committee

The Nominating and Governance Committee (the "Governance Committee") identifies and recommends individuals qualified to become members of the Board and recommends to the Board sound corporate governance principles and practices for Piper Jaffray.Sandler. In particular, the Governance Committee assesses the independence of our Board members, identifies and evaluates candidates for nomination as directors, responds to director nominations submitted by shareholders, recommends the slate of director nominees for election at the annual meeting of shareholders and candidates to fill vacancies between annual meetings, recommends qualified members of the Board for membership on committees, oversees the director orientation and continuing education programs, reviews the Board's committee structure, reviews and assesses the adequacy of our Corporate Governance Principles, and oversees the annual evaluation process for the chief executive officer, the Board, and Board committees. With respect to risk oversight, the Nominating and Governance Committee is responsible for overseeing the Board's committee structures and functions as they relate to risk oversight. The Nominating and Governance Committee also oversees administration of our related person transaction policy and reviews the transactions submitted to it pursuant to such policy. The responsibilities of the Nominating and Governance Committee are more fully described in the Governance Committee's charter. The Nominating and Governance Committee met fourfive times during 2018.2019. 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). B. Kristine Johnson, a former non-employee director, served as an independent member of the Governance Committee during 2019 until her voluntary resignation from the Board on December 31, 2019.

Annual Board Evaluation Process

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

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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 held eightten meetings during 2018.2019. Each of our current directors attended at least 75% of the meetings of the Board and the committees on which he or she served during 2018,2019, with the directors collectively attending 99%98% of the aggregate number of the meetings held by the Board and the committees on which they served during the year. All of our current directors who were serving at the time of our 20182019 annual meeting of shareholders attended such meeting.

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Procedures for Contacting the Board of Directors

The Board has established a process for shareholders and other interested parties to send written communications to the Board or to individual directors. Such communications should be sent by U.S. mail to the attention of the Office of the Secretary, Piper JaffraySandler Companies, 800 Nicollet Mall, Suite 1000,900, Mail Stop J12NSH, Minneapolis, Minnesota 55402. Communications regarding accounting and auditing matters will be handled in accordance with our Complaint Procedures Regarding Accounting and Auditing Matters. Other communications will be collected by the secretary of the company and delivered, in the form received, to the lead director or, if so addressed, to a specified director.

Procedures for Selecting and Nominating Director Candidates

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

Alternatively, shareholders may directly nominate a person for election to our Board by complying with the procedures set forth in Article II, Section 2.4 of our bylaws, and with the rules and regulations of the Securities and Exchange Commission.SEC. Under our bylaws, only persons nominated in accordance with the procedures set forth in the bylaws will be eligible to serve as directors. In order to nominate a candidate for service as a director, you must be a shareholder at the time you give the Board notice of your nomination, and you must be entitled to vote for the election of directors at the meeting at which your nominee will be considered. In accordance with our bylaws, director nominations generally must be made pursuant to notice delivered to, or mailed and received at, our principal executive offices at the address above, not later than the 90th day, nor earlier than the 120th day, prior to the first anniversary of the prior year's annual meeting of shareholders. Your notice must set forth all information relating to the

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nominee that is required to be disclosed in solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected). For additional information with respect to the deadline for nominations of director candidates at our 2021 annual meeting of shareholders, see "Shareholder Proposals for the 2021 Annual Meeting" in this proxy statement.

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

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endeavor. Candidates also must be committed to representing the long-term interests of our shareholders. In addition to these minimum qualifications, the Governance Committee considers other factors it deems appropriate based on the current needs and desires of the Board, including specific business and financial expertise, experience as a director of a public company, and diversity. The Board considers a number of factors in its evaluation of diversity, including geography, age, gender, and ethnicity. Based on these factors and the qualifications and background of each director, the Board believes that its current composition is diverse. As indicated above, diversity is one factor in the total mix of information the Board considers when evaluating director candidates. The Governance 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 re-election.

Compensation Program for Non-Employee Directors

During 2018,2019, non-employee directors participated in our non-employee director compensation program. Our non-employee director compensation program provides for the annual payments described in the table below.

In 2018,2019, all of our non-employee directors participated in the non-employee director compensation program. A director that receives fees for service as a chairperson of a committee does not receive fees for membership on that committee. Non-employee directors who join the 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

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year. The annual grant of $80,000$90,000 of shares of our common stock is made on the day of our annual meeting of shareholders to all directors whose service continues after that date. In addition, at the time of a director's initial election to the Board, he or she is granted $60,000 of shares of our common stock. All equity awards granted to our non-employee directors are granted under the Incentive Plan.

With respect to the 2019 non-employee director compensation program, the annual cash retainer has been increased to $70,000, and the annual grant of shares of our common stock made to all non-employee directors immediately following the 2019 annual meeting of shareholders has been increased to $90,000. In addition, the lead director cash retainer has been increased to $30,000 and there will be no non-executive chairman.

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

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

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

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Board of Directors and Corporate Governance

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Non-Employee Director Compensation for 2018
2019

The following table contains compensation information for our non-employee directors for the year ended December 31, 2018.2019.

		Fees Earned or Paid in Cash																Fees Earned or Paid in Cash
Director		Annual Retainer ($)			Additional Retainer and Meeting Fees ($)			Stock Awards(1)(2) ($)			All Other Compensation(3) ($)			Total ($)				Annual Retainer ($)			Additional Retainer and Meeting Fees ($)			Stock Awards(1)(2) ($)			All Other Compensation(3) ($)			Total ($)
Andrew S. Duff		​	60,000		​	50,000	(4)	​	130,012	(4)	​	1,500		​	241,512
William R. Fitzgerald			60,022	(5)		10,044	(5)		80,031	(5)		1,500			151,597			​	70,000		​	10,000		​	90,036		​	1,500		​	171,536
Victoria M. Holt																			20,521	(4)(5)		672	(4)(5)		86,403	(4)(6)		1,500			109,096
B. Kristine Johnson(7)		​	60,000		​	7,028	(6)	​	80,031		​	1,500		​	148,559			​	70,000		​	5,000		​	90,036		​	1,500		​	166,536
Addison L. Piper			60,000			14,000			80,031			1,500			155,531				70,000			15,000			90,036			1,500			176,536
Thomas S. Schreier		​	21,918	(7)	​	—		​	84,007	(8)	​	1,500		​	107,425			​	70,000		​	17,192	(8)	​	90,036		​	1,500		​	178,728
Sherry M. Smith			60,000			24,370	(6)		80,031			1,500			165,901				70,000			30,000			90,036			1,500			191,536
Philip E. Soran		​	60,022	(5)	​	43,017	(5)(6)	​	80,031		​	1,500		​	184,570			​	70,000	(4)	​	46,000	(4)	​	90,036	(4)	​	1,500		​	207,536
Scott C. Taylor			60,000			20,631	(6)		80,031			1,500			162,162				70,000	(4)		21,247	(4)(9)		90,036	(4)		—			181,283
Michele Volpi		​	60,000		​	15,083		​	80,031		​	1,500		​	156,614

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(1)

Represents the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718.

(2)

Our non-employee directors hold no outstanding stock option awards.

(3)

Consists of charitable matching contributions made by Piper JaffraySandler in the amount of $1,500.

(4)

Reflects the additional retainer paid to Mr. Duff for his service as non-executive chairman during 2018.

(5)

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

(6)

Reflects a pro rata portion of the additional cash retainers paid for service as lead director or committee chair as follows: Ms. Johnson—Lead Director from January 1 through February 6, 2018; Mr. Soran—Lead Director from February 7 through December 31, 2018; Mr. Taylor—Chair of Audit Committee from January 1 through May 17, 2018; Ms. Smith—Chair of Audit Committee from May 18 through December 31, 2018.

(7)(5)

Reflects a pro rata portion of the annual cash retainer paid to Mr. SchreierMs. Holt for hisher Board service beginning September 14, 2018.16, 2019, and a pro rata portion of the additional cash retainer paid for service as a member of the Governance Committee beginning November 13, 2019.

(8)(6)

Reflects the initial equity grant of $60,000 of shares of our common stock on the date of Mr. Schreier'sMs. Holt's election to the Board (September 14, 2018)on September 16, 2019, in addition to the pro rata portion of the 20182019 annual equity grant also made to Ms. Holt on such date.

(7)

Ms. Johnson voluntarily resigned from the Board effective as of December 31, 2019.

(8)

Reflects the pro rata portion of the additional cash retainer paid to Mr. Schreier on that date.for his service as a member of the Audit and Compensation Committees beginning February 14, 2019.

(9)

Reflects the pro rata portion of the additional cash retainer paid to Mr. Taylor for his service as chair of the Compensation Committee beginning May 17, 2019.

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Compensation Discussion and Analysis

Our 2018 Overview of 2019 Financial Performance

In 2019, our firm achieved record adjusted net revenues, adjusted net income, and adjusted earnings per share.⁽¹⁾ These results reflect thestrong, broad-based contributions from all of our businesses combined with strong operating discipline. Our adjusted net revenues of $823.8 million were 12% higher than those of 2018, and our adjusted net income of $106.2 million was 21% higher. The strong foundation that we have laid in recent years through a strategy focused on growing our market leadership in our middle-market investment banking and public finance businesses, which are our more capital-light, variable cost businesses. During 2018, we were pleasedbusinesses, coupled with strong execution by our overall results as compared with a record 2017. Adjusted net revenues⁽¹⁾ declined 10% to $780.8 million, which still represented our second-highest net revenues ever, and we achieved adjusted net income of $93.7 million. Despitetalented professionals, shows the strengthpotential for leverage that our platform demonstrated duringoffers as we continue to focus on growing our advisory, capital markets, and public finance businesses. We believe that our achievement in 2019 of an adjusted ROE of 15.7%, which was the year, the overall declinehighest in our operating results in 2018 had a significant impact on our named executive officers' 2018 incentive compensation, which was down 23.8%⁽²⁾ from 2017 in aggregate.company's history, is further evidence of that.

Our 2018, performance reflects the continued strength ofDuring 2019, our advisory services business and the strongest performance by our equity financing business since 2007. Our advisory services business benefitted from contributions from our healthcare, energy, consumer, and industrials teams, and the business's 2018 revenues were down only 11% as compared to 2017, whenup 12% from 2018, representing the business achievedsecond-best year on record net revenues that were elevated by several large fees. Overall,for the business. Combined with equity financing, which had a solid year, our 2018 advisory servicesinvestment banking revenues were $394.1a record $545.3 million, which is up over 430% since 2013, andrepresenting the third consecutive year that our equity financing business achieved $122.2 million in revenue in 2018, which was that business's strongest performance since 2007, with 75% of thoseinvestment banking revenues being attributableexceeded $500 million.

In addition to book-run deals.

Thethe strong performances by our advisory services and equity financing businesses, helped to offset the challenging market conditions that impactedboth our public finance and fixed income institutional brokerage and asset management businesses. As a result, webusinesses benefitted from more accommodative market conditions in 2019. Our public finance business continued to experience strong profitabilitypursue opportunities to expand across geographies with our hiring of additional producers, and our fixed income institutional brokerage business benefitted during 2018 with adjusted earnings per share of $6.13, and an adjusted ROE of 13.6%, representing our second strongestthe year to date, but down slightly from our recordexecution on strategic decisions that we made to reduce its headcount and cost base.

On top of the strong financial performance that we achieved across our various businesses in 2019, we announced the acquisition of Sandler, a leading middle-market investment bank focused on the financial services sector. Sandler represents best-in-class for the quality of their professionals, the depth of their relationships, their industry-leading advice, and their client-centric culture. We believe that our acquisition of Sandler will accelerate our push to grow revenue from our higher-margin advisory services business. With the addition of Sandler, our advisory practice now has market leadership in healthcare, financial services, consumer, and energy, and we expect to be positioned in the top 3 of all U.S. investment banks in terms of deal flow. During the year, in 2017.

Our adjusted results⁽¹⁾ for 2018 exclude certain acquisition-related costs, the impact of a deferred tax asset valuation allowance,we also joined with Weeden & Co. L.P. ("Weeden & Co."), whose professionals and noncontrolling interests. The comparisonssystems have delivered best-in-class equities execution services to our adjusted results in 2017 exclude a $114.4 million non-cash goodwill impairment charge that we took during 2017 in our Asset Management segment, a $54.2 million non-cash tax charge for the remeasurement of our deferred tax assets as a result of changes to the U.S. federal tax code through the enactment of the Tax Cuts and Jobs Act of 2017 ("Tax Reform Act"), as well as other certain acquisition-related costs.institutional brokerage platform.

   

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(1)

Adjusted net revenues, adjusted net income, adjusted earnings per diluted common share, ("adjusted earnings per share"), and adjusted return on average common shareholders' equity ("adjusted ROE") (which are used throughout this proxy statement) are non-GAAP financial measures and are further defined and reconciled to the most directly comparable GAAP financial measure in the Appendix B to this proxy statement.

(2)

As measured in our Supplemental Compensation Table on page 32 of this proxy statement, excluding a one-time promotional stock option award granted in 2018 to our chief executive officer and president.

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Executive Compensation: Compensation Discussion and Analysis

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Our strong financial performance and execution on our long-term strategic growth plan through the acquisition of Sandler positively impacted the level of incentive compensation paid to our executive officers for 2019 performance, as more fully discussed below in this Compensation Discussion and Analysis.

Given the impact that we are currently witnessing from COVID-19, our executive officers, including Messrs. Abraham, Baker, Carter, Doyle, LaRue, and Ms. Schoneman, havereduced their annualized 2020 base salaries to $150,000, effective May 1. We recognize that people and communities are suffering from this illness and the disruption it has caused. The medium and long-term impact from these events on the global and U.S. economy is currently uncertain, but we expect that these conditions will cause a challenging operating environment for us in the short-term. Despite this backdrop, we believe that our long-term strategy is sound, and that our intense focus on our clients, our sector expertise, our broad product capabilities, and our operating discipline will best position us to navigate these challenges, just as they have throughout our 125-year history.

Highlights of 20182019 Financial Performance

The following were the key aspects of our 20182019 financial performance considered by our Compensation Committee (referred to as the "Committee" in this Compensation Discussion and Analysis) when determining executive officer compensation for 2018:2019:

Adjusted Net Revenues ($M)*		Adjusted Earnings Per ShareShare*
Adjusted ROEROE*		Total Shareholder Returns (TSR) (as of 12/31/2018)2019)

*

From continuing operations only.

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Executive Compensation: Compensation Discussion and Analysis

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•

We generated our second-highestrecord adjusted net revenues of $780.8$823.8 million. For the secondthird year in a row, our advisory services business contributed more than 50% of these adjusted net revenues, which is significantly higher thandemonstrating the 14% contribution that business made tosustainability of the growth of our adjusted net revenues only five years ago in 2013.higher-margin advisory services platform.



•

We achieved record adjusted net income of $93.7$106.2 million, adjusted earnings per share of $6.13,$7.36, and an adjusted ROE of 13.6%15.7%, demonstrating the operating leverage in our business that we receive from the scale and strong performance of our advisory services and equity financing businesses, which were able to help off-set challenging market conditions facing our public finance, institutional brokerage, and asset management businesses during the year.businesses.



•

Our advisory services business achieved $394.1$440.7 million in revenues in 20182019 due to strong results from our healthcare, consumer, industrial, and energyindustrial franchises, and our advisory services and equity financing businesses combined to generate over $500$500.0 million in adjusted net revenues for the secondthird straight year.

At the end of 2018, for2019, our five-year TSR was at the second consecutive year,84^th percentile among our three-, and five-year total shareholder returns ("TSR") were the highest among the peer group that we use for compensation purposes.group. We believe that our long-term strategy of focusing on investments and growth in our higher margin, capital-light, and variable cost businesses, operating discipline, and execution on opportunistic strategic acquisitions and investments will continue to drive strong returns for our shareholders.

Named Executive Officers

Throughout this proxy statement, we refer to our chief executive officer ("CEO"), chief financial officer ("CFO"), and each of our three other most highly compensated executive officers for 2019, collectively as the "named executive officers." In addition to our CEO and CFO, this group includes Debbra L. Schoneman, our president, and James P. Baker and R. Scott LaRue, our global co-heads of investment banking and capital markets. Mr. Doyle was not an employee of our Company during 2019 and, therefore, is not a named executive officer.

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Executive Compensation: Compensation Discussion and Analysis

Named Executive Officers

2018 was a year of executive transitions for our company. Effective January 1, 2018:

•

Mr. Chad R. Abraham became our chief executive officer ("CEO"), after most recently serving for over 8 years as our global co-head of investment banking and capital markets.



•

Ms. Debbra L. Schoneman became our president ("President"), after most recently serving as our chief financial officer and global head of equities.



•

Mr. Timothy L. Carter became our chief financial officer ("CFO"), after previously holding the positions of senior vice president of finance and treasurer.

Our other three most highly compensated executive officers for 2018, were R. Scott LaRue, one of our global co-heads of investment banking and capital markets (though he was sole head throughout 2018 due to Mr. Abraham's transition to CEO), Frank E. Fairman, our head of public finance, and John W. Geelan, our general counsel. Mr. Fairman has been included as a named executive officer pursuant to SEC rules regarding disclosure of additional individuals who served as an executive officer during only part of the year. Mr. Fairman remains the head of public finance; however, we have determined that this position is no longer an executive officer position under applicable SEC rules.

We refer to these individuals collectively throughout this Compensation Discussion and Analysis as the "named executive officers."

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Executive Compensation: Compensation Discussion and Analysis

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Executive Compensation Program

In 2018, our executive compensation program continued to reflect the changes that our Committee made in response to feedback we received from certain of our significant shareholders in 2016. Consistent2019, consistent with previous years, our named executive officers' compensation consisted primarily of three elements: base salary, annual incentive compensation (including cash and restricted compensation), and long-term incentive awards in the form of long-term performance share units ("PSUs").

Base Salary		20182019 base salaries generally remained consistent with previous years. Salaries provide a market-competitive set amount of cash compensation for each executive that is not variable. Mr. Abraham received an increaseOur named executive officers havereduced their 2020 annualized base salaries to $150,000 effective May 1, 2020, in his 2018 base salaryresponse to $550,000 in connection with his appointmentthe ongoing situation related to CEO.COVID-19.
Annual Incentive Compensation		Our annual incentive program directly aligns our executive officers' annual incentive pay with our adjusted pre-tax operating income. Increasing our profitability is a key objective for us as we seek to maximize long-term value for our shareholders. Annual incentive compensation is paid in a mix of cash and restricted compensation in the form of shares of our common stock and shares of certain investment funds.
Long-Term PSU Awards		Our PSU awards are intended to directly align the interests of our named executive officers with those of our shareholders by directly tying the value of the award to certain long-term performance metrics. The PSU award will be earned only if over the 36-month performance period we achieve a certain (1) adjusted ROE or (2) relative TSR compared to a broad index of financial services companies. Beginning with the February 2018 grant, theThe amount of PSUs awarded to each executive officer is based on the amount of annual incentive compensation paid to the executive officer.

For compensation earned for individual performance in 20182019 and paid or granted in February 2019,2020, our named executive officers' total incentive compensation was paid outor granted as follows:

20182019 Incentive Compensation Program (paid or granted in February 2019)2020)

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Executive Compensation: Compensation Discussion and Analysis

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Shareholder Engagement

Our* The Committee implemented significant changeshas set a general target for our CEO to receive 40% of his annual incentives in cash, and 60% in performance or restricted compensation. However, our 2019 executive compensation program included a limit on annual cash incentives of three times our CEO's base salary, which caused the proportion of his annual incentive compensation paid in cash to be 33%, and the proportion of his annual incentive compensation paid in performance or restricted compensation to be 67% of annual incentives. That limit on cash incentive compensation was established in 2016. Given the growth in our company's size and adjusted net income since 2016, beginning in response2020, the Committee has determined to shareholder feedback. Atincrease the May 2018cap on annual meetingincentives paid in cash to five times of shareholders,each of our say-on-pay proposal received the support of 94% of votes cast either in favor of, or against, the proposal. We believe that this result, combined with the continued feedback that we received from our largest shareholders during our annual engagement process in 2018, reflects an affirmation of the significant changes that our Committee made.CEO's, President's, and CFO's respective base salaries.

Our Compensation Practices Demonstrate Sound Governance

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

		What we do:				What we do NOT do:
ü		Annual incentivesdirectly tied to our adjusted pre-tax operating income, a measure of our profitability;		X		No stand-alone change-in-control agreements;
ü		Long-term PSU awardsdirectly tied to (1) adjusted ROE, a key operating performance metric, and (2) returns generated for our shareholders as measured by relative TSR;		X		No employment agreements with our executives;repricing of underwater stock options;
ü		Stock ownership guidelines for executive officers and directors, supplemented with an anti-hedging policy;		X		No repricing of underwater stock options;excessive perquisites; and
ü		"Double trigger" change-in-control provision for all equity awards; and		X		No excessive perquisites.hedging transactions or short sales of our common stock permitted for any employee, including executive officers.
ü		Clawback policy to recover incentive compensation in certain circumstances.

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Executive Compensation: Compensation Discussion and Analysis

Our Compensation Philosophy and Objectives

Our executive compensation program is designed to drive and reward corporate performance annually and over the long term, as measured by increasing shareholder value. Compensation also must be internally equitable and externally competitive and meet the following core objectives:

Core Compensation Principles and Objectives

Principle		Objectives		How We Achieved These Objectives
​	​	​���	​	​
		• Drive Profitability		Most of the total compensation paid to our named executive officers is based on our adjusted pre-tax operating income. In addition, up to half of the PSU award is earnedonly if our adjusted ROE meets certain levels.
Pay for Performance		• Drive Shareholder Returns		Our executive officers are granted a PSU award which vests if we achieve certain levels of (1) adjusted ROE, or (2) relative TSR over a three-year performance period from the date of grant. If we do not meet either metric's respective threshold level of performance at the end of the three year performance period, the portion of the PSU relating to that metric is forfeited.
		• Demonstrate Leadership		Our named executive officers' performance is also measured against defined objectives in areas such as strategic initiatives, business performance, leadership effectiveness, and internal talent development, which impacts their annual incentive compensation amounts.
​	​	​	​	​
Sustain and Strengthen		• Attract Talent		Because our business is highly competitive and relies on the talents and efforts of our employees, our compensation program is designed to be competitive to allow us to attract the most talented people who are committed to the long-term success of our company.
the Franchise		• Retain Talent		Our success drives the compensation realized by our executive officers, both in the form of increased incentive compensation paid and in appreciation of the company's stock price, which makes up a significant portion of our executive officers' annual incentive compensation in the form of time-vested restricted stock.
​	​	​	​	​
Align Risk and Reward		• Foster Balanced Risk- Taking		We use a mix of compensation components—base salary, annual incentives and long-term incentives—to create an environment that encourages increased profitability for the company without undue risk-taking. We also have an incentive compensation recovery policy that allows the Committee to recover incentive compensation under certain circumstances.
​	​	​	​	​
Align Employees with Shareholders		• Encourage Equity Ownership		We use equity ownership to directly align the interests of our executive officers with those of our shareholders in creating long-term shareholder value. A significant portion of annual incentives areis paid in restricted shares of our common stock, and each executive officer is subject to our stock ownership guidelines that requires them to hold a specified multiple of their base salary in shares of our company stock while they are an executive officer.
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Executive Compensation: Compensation Discussion and Analysis

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How Compensation Decisions are Made

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

At the beginning of each year, the Committee approves the amount of incentive compensation to be paid to our executive officers in recognition of prior-year performance, approves their base salaries for the current year if there are changes, and establishes performance goals under an annual incentive program.compensation targets for the upcoming year based on benchmarking data and the company's financial plan. Subject to limits on the compensation that may be paid under the annual incentive program, including a cap on the amount of cash incentives that may be paid to our each of our CEO, CFO and President which for 2019 was equal to three times their respective base salary for a given year, the Committee has full discretion to determine the amount of compensation to be paid to the executive officers. The limit on cash incentive compensation was established in 2016. Given the growth in our company's size and adjusted net income since 2016, beginning in 2020, the Committee has determined to increase the cap on annual incentives paid in cash to each of the CEO, CFO, and President to five times their respective base salaries for a given year.

Involvement of Executive Officers

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

•

The annual performance goals to be established under the annual incentive program, which has historically been a profitability measure such as adjusted pre-tax operating income;for each executive officer;



•

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



•

The firms considered in the compensation peer group and financial and compensation data for those firms (including TSR for those firms as compared to the company);



•

The performance evaluations and compensation recommendations for the executive officers;



•

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



•

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

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Compensation Peer Group

The Committee and its independent compensation consultant, with input from management, annually identify a compensation peer group of firms with which we compete for executive talent. As a middle-market, full-service investment bank, we believe there are fewa limited number of other companies that are directly

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comparable to Piper Jaffray.Sandler. Our peer group includes companies primarily consisting of investment banks with revenues and market capitalizations similar to ours. We expanded our peer group for 20182019 by three companies to include Canaccord Genuity Group Inc., Jefferies Financial Group Inc., and FTI Consulting, Inc., while removing one company, to include PJT Partners, Inc.JMP Group LLC, based on the comparability of these company's market capitalization and financial metrics, and the fact that they have either an investment banking or human capital-based business model. Our 20182019 peer group, which we use to benchmark our 20182019 compensation against generally, consisted of the following companies, each of whom we believe are direct competitors for talent in some aspect of our business:companies:

20182019 Peer Group
CowenCanaccord Genuity Group Inc.		Jefferies Financial Group Inc.
Cowen Group, Inc.		Lazard Ltd.
Evercore Partners Inc.		Moelis & Co.
Greenhill & Co.FTI Consulting, Inc.		Oppenheimer Holdings Inc.
Houlihan Lokey, Inc.Greenhill & Co.		PJT Partners, Inc.
JMP Group LLCHoulihan Lokey, Inc.		Stifel Financial Corp.

We also may use data from external market surveys to the extent that such surveys are available and provide representative data, and we may review publicly available data for similar companies that are not direct competitors to address issues we may encounter obtaining compensation information for executives holding positions comparable to our executive officers. The peer group and market data is an important factor considered by the Committee when setting compensation, but it is only one of multiple factors considered by the Committee, and the amount paid to each executive may be more or less than the composite market median based on individual performance, firm performance, the roles and responsibilities of the executive, experience level of the individual, internal equity and other factors that the Committee deems important. As such, the Committee uses peer group and market survey information to put the total compensation proposed to be paid to each named executive officer in context of pay ranges for like positions at similar companies and to confirm that any variances from market norms are justified in light of the specific circumstances of our named executive officers.

The Committee and management use the peer group above for benchmarking compensation levels and firm performance; however, the PSU awards use a broader group of financial services firms within the KBW Capital Markets Index (which includes a few of the peers above) for purposes of measuring the Relativerelative TSR metric of the PSU awards.

Compensation Consultant

The Committee engaged FW Cook as its independent compensation consultant for 2018.2019. The Committee considers advice and recommendations received from FW Cook in making executive compensation decisions. FW Cook does not provide services to us other than the advice it provides to the Committee and FW Cook has advised the Committee that the fees and direct expenses received from us during 20182019 were less than 1% of FW Cook's consulting income for the period. FW Cook 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.Sandler. After considering the foregoing, as well

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as FW Cook's conflict of interest policies and procedures and the lack of known business and personal relationships between FW Cook, its team members serving the Committee and the members of the Committee and our executive officers, the Committee concluded that FW Cook's work for the Committee does not raise any conflict of interest concerns.

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Say-on-Pay

At our 20182019 annual meeting of shareholders, our say-on-pay proposal received "for" votes that represented approximately 94%97.6% of the aggregate number of shares that voted "for" and "against" the proposal, which was substantially similar to our 2017 results and remained a significant increase from 72% approval at our 2016 annual meeting.2018 results. We believe that this result reflects an affirmationendorsement of the significant changes that the Committee made to ourCommittee's handling of executive compensation program in 2016 after we sought input from our 25 largest institutional shareholders, including increasing the amount of our PSU grants and reducing the amount of restricted compensation earned under our annual incentive. Our 2018 annual engagement process with our largest institutional shareholders has provided additional feedback that remains supportive of the changes that were made to our executive compensation program.matters.

Clawback Policy

OurThe Board of Directors has adopted a clawback policy that allows the Committee to recover incentive compensation from any current or former executive officer if that executive officer engages in intentional misconduct that caused or contributed to noncompliance with a financial reporting requirement under the federal securities laws which requires the company to file an accounting restatement with the Securities and Exchange Commission (the "SEC").SEC. If the Committee seeks to recover incentive compensation following an accounting restatement, the amount of incentive compensation subject to recovery would be the amount in excess of what the executive officer would have earned based on the restated financial results as determined by the Committee. In addition, regardless of whether there is an accounting restatement, the Committee may recover incentive compensation from a current or former executive officer if that executive officer engages in fraud, theft, misappropriation, embezzlement or dishonesty to the material detriment of the company's financial results as filed with the SEC. 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.

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20182019 Named Executive Officer Compensation Overview

The table below shows the base salary, annual incentive compensation, and fair value of the long-term incentive award PSU grants that were paid or awarded to each named executive officer in connection with the 20182019 executive compensation program.Importantly, this Supplemental Compensation Table differs from the Summary Compensation Table appearing later in thethis proxy statement.

For example, the "Restricted Compensation Incentive" column in the table below shows the restricted shares of our common stock that were earned as part of the annual incentive compensation program for 20182019 performance, but were granted in February 2019.2020. In contrast, the Summary Compensation Table appearing later in thethis proxy statement shows for 20182019 the restricted shares of our common stock that were granted in February 2018,2019, meaning that they were earned as part of the annual incentive compensation program for 20172018 performance.

Similarly, the Supplemental Compensation Table below shows in the "Long-Term PSU Award" column the PSUs granted to our executive officers in February 2019.2020. In contrast, the Summary Compensation Table appearing later in thethis proxy statement shows for 20182019 the PSUs granted in February 2018,2019, meaning that they were earned as part of the compensation program for 20172018 performance.

This table is not a substitute for the information required by SEC rules, specifically the Summary Compensation Table and the related tables appearing later in this proxy statement.

Supplemental Compensation Table

						Incentive Compensation																Incentive Compensation									Additional One-Time Promotional Option Grant(4)
														Additional One-Time Promotional Option Grant(4)																			Total Including Option Grant
Name				Base Salary		Cash Incentive(1)		Restricted Compensation Incentive(2)		Long-Term PSU Award(3)		Incentive Total				Total Including Option Grant				Base Salary		Cash Incentive(1)		Restricted Compensation Incentive(2)		Long-Term PSU Award(3)		Incentive Total
Chad R. Abraham		2018		$550,000		$1,420,000		$1,065,000		$1,065,000		$3,550,000		$1,200,010		$5,300,010		2019		$550,000		$1,650,000		$1,675,000		$1,675,000		$	5,000,000		—		$5,550,000
CEO		2017		$425,000		$2,626,250		$1,074,375		$1,074,375		$4,775,000		—		$5,200,000		2018		$550,000		$1,420,000		$1,065,000		$1,065,000		$	4,100,000		$1,200,010		$5,300,010
		2016		$425,000		$1,883,750		$1,541,250		$200,074		$3,625,074		—		$4,050,074		2017		$425,000		$2,626,250		$1,074,375		$1,074,375		$	5,200,000		—		$5,200,000
Debbra L. Schoneman		2018		$500,000		$850,000		$425,000		$425,000		$1,700,000		$800,015		$3,000,015		2019		$500,000		$1,225,000		$612,500		$612,500		$	2,450,000		—		$2,950,000
President		2017		$500,000		$1,150,000		$575,000		$575,000		$2,300,000		—		$2,800,000		2018		$500,000		$850,000		$425,000		$425,000		$	2,200,000		$800,015		$3,000,015
		2016		$500,000		$664,875		$664,875		$300,069		$1,629,819		—		$2,129,819		2017		$500,000		$1,150,000		$575,000		$575,000		$	2,800,000		—		$2,800,000
Timothy L. Carter(5)		2018		$425,000		$370,000		$185,000		$185,000		$740,000		—		$1,165,000		2019		$425,000		$637,500		$318,750		$318,750		$	1,275,000		—		$1,700,000
CFO																		2018		$425,000		$370,000		$185,000		$185,000		$	1,165,000		—		$1,165,000
Frank E. Fairman		2018		$425,000		$151,000		$62,000		$62,000		$275,000		—		$700,000
Head of Public		2017		$425,000		$847,000		$346,500		$346,500		$1,540,000		—		$1,965,000
Finance		2016		$425,000		$1,142,350		$934,650		$200,074		$2,277,074		—		$2,702,074
John W. Geelan(5)		2018		$300,000		$328,250		$88,375		$88,375		$505,000		—		$805,000
General Counsel
James P. Baker(5)																		2019		$425,000		$1,306,250		$534,375		$534,375		$	2,375,000	(6)	—		$2,800,000
Global Co-Head of Investment Banking and Capital Markets
R. Scott LaRue		2018		$425,000		$1,966,250		$804,376		$804,375		$3,575,001		—		$4,000,001		2019		$425,000		$2,296,250		$939,375		$939,375		$	4,175,000		—		$4,600,000
Global Co-Head of		2017		$425,000		$1,828,750		$748,125		$748,125		$3,325,000		—		$3,750,000		2018		$425,000		$1,966,250		$804,376		$804,375		$	3,575,001		—		$4,000,001
Investment Banking		2016		$425,000		$1,663,750		$1,361,250		$200,074		$3,225,074		—		$3,650,074		2017		$425,000		$1,828,750		$748,125		$748,125		$	3,750,000		—		$3,750,000
and Capital Markets																												​

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(1)

20182019 amounts reflect the cash compensation portion of amounts paid under the 20182019 annual incentive compensation program in February 2019.2020.

(2)

2019 amounts reflect the grant date fair value of the time-vested restricted shares of our common stock and restricted investment fund shares granted in February 2020 as the restricted compensation portion of amounts paid under the 2019 annual incentive compensation program.

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(2)

2018 amounts reflect the grant date fair value of the time-vested restricted shares of our common stock and restricted investment fund shares granted in February 2019 as the restricted compensation portion of amounts paid under the 2018 annual incentive compensation program.

(3)

20182019 amounts reflect the grant date fair value of the PSU awards made in February 20192020 as the long-term performance-based portion of amounts paid under the 20182019 annual incentive compensation program.

(4)

On February 15, 2018, the Committee granted one-time non-qualified stock option awards to Mr. Abraham and Ms. Schoneman related to their January 1, 2018, promotions to the roles of CEO and President, respectively.respectively, on January 1, 2018. The options were awarded with a strike price of $99.00 per share, which represented a 10% premium to the closing price of a share of our common stock on the grant date. The grant date fair value of the awards made to Mr. Abraham and Ms. Schoneman were $1,200,010 and $800,015, respectively.

(5)

Neither Mr. Carter norwas not designated as one of our named executive officers during 2017. In addition, Mr. Geelan wereBaker was not designated as one of our named executive officers during 2017 or 2016.2018. Accordingly, the table above includes the compensation of Messrs. Carter and GeelanBaker only for the yearapplicable years in which they were one of our named executive officers.

(6)

In 2019, Mr. Baker received an additional special one-time payment $2,817,189 from a special incentive pool created in 2016 in connection with the company's acquisition of Simmons & Company International ("Simmons"), as further discussed below in the section titled "Compensation Discussion and Analysis—Other Compensation." This payment has not been included in the Supplemental Compensation Table above because it related to an agreement entered into in connection with our acquisition of Simmons and did not relate to the incentive compensation determined to be paid by the Compensation Committee to Mr. Baker for 2019 performance.

20182019 Incentive Compensation

Our executive officer incentive compensation program contains two components: (1) our annual incentive program, and (2) our long-term PSU award program. Our annual incentive program is intended to directly align annual incentive pay with a measure of our profitability. Our long-term PSU award program is intended to directly align long-term incentive pay with our (1) adjusted ROE and (2) relative TSR. Each year, annual incentives are determined based on individual and business line performance as measured by our adjusted pre-tax operating income. Long-term PSU awards are then granted to our executive officers with values that are tied to the amount of annual incentives that each executive officer earned during that year. The executive officer must then earn the PSU award through long-term performance.

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20182019 Incentive Compensation Overview

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Our annual incentive program directly ties our executive officers' annual incentives to our adjusted pre-tax operating income. With respect to 20182019 performance, each executive officer received annual incentives based on the adjusted pre-tax operating income of our company or their business line, as applicable, which the Committee had the discretion to further adjust based on individual and business line performance considerations. Annual incentives are delivered in a mix of cash and time-vested restricted compensation. Our named executive officers also were granted a long-term PSU award in an amount that wasis directly related to their annual incentives.



•

For 20182019 performance, total incentive compensation paid to our named executive officers in annual incentives and long-term PSU awards decreasedincreased by 23.8%16.8%, reflecting the declineincrease in our adjusted pre-tax operating income caused by challenging market conditions forfrom the record performance of our public finance, institutional brokerage,advisory services business, which achieved revenues of $440.7 million during 2019, and asset management businesses. These challenging conditions were partially off-set by the strong performancesperformance of our equity financing and advisory services businesses.business along with the improved performance of our institutional brokerage businesses as compared to 2018.

Adjusted Pre-Tax Operating Income		Named Executive Officers' Annual Incentive Awards* (cash, time-vested restricted compensation, and PSUs)

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*

The year-over-year annual incentive comparisoncomparisons includes Messrs. Abraham, Fairman,Carter, and LaRue and Ms. Schoneman, and does not include Messrs. Carter and Geelan,Mr. Baker, who werewas not a named executive officersofficer in 2017.2018. The annual incentive amounts donot include the stock option grants made in February 2018 to Mr. Abraham and Ms. Schoneman, which were one-time grants related to their promotions to CEO and President, respectively.

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Relationship between Performance and Total Incentive Pay

The design of our incentive program is intended to directly align pay with performance. Total incentives paid to our executive officers includes compensation from our (1) annual incentive program and (2) long-term PSU award program.

Our annual incentive program measures performance in terms of our adjusted pre-tax operating income. Executive officers receive increased annual incentives when the company (in the case of the CEO, President, and CFO) or his or her business line (in the case of business line leaders) achieves increased annual profitability.

Our long-term PSU award program measures performance in terms of our (1) adjusted ROE, and (2) relative TSR. Prior to 2018, each executive officer was granted a PSU award in a fixed amount each year. Beginning with the February 2018 grant, for 2017 performance, we began to set the value of the PSU award that each executive officer receives each year based on the value of the annual incentives that he or she receives under our annual incentive program. Consequently, executive officers who receive more in annual incentives also receive a larger PSU award.

Due to the design of our incentive program, the total incentive compensation earned by our executive officers will vary depending on the profitability of the company or their respective business lines, and the Committee's evaluations of individual executive officer performance. In addition, the PSU awards must then be earned over their three-year performance period.

The total incentives from the annual incentive program and long-term PSU award program received by our named executive officers (other than Messrs. Carter and Geelan, who were not named executive officers last year) for our 2018 performance decreased by approximately 23.8%, while our adjusted pre-tax operating income decreased by 24.2%, each as compared to the corresponding figure from 2017. The decrease in 2018 incentive compensation paid to our named executive officers reflects challenging market conditions that negatively impacted our public finance, institutional brokerage, and asset management businesses. In addition, our advisory services business, which performed well during the year with strong contributions from our healthcare, energy, consumer, and industrials teams, experienced an 11% decline in revenues in 2018 as compared to 2017, when the business achieved record net revenues that were elevated by several large fees.

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

Although annual incentive compensation is based on company and business line profitability, the Committee exercises discretion that allows it to best align executive officer pay with performance during the year. The Committee believes that its ability to use discretion in setting annual incentive compensation is a critical feature of the company's annual incentive compensation program for the following reasons:

•

A formulaic annual incentive program based on predetermined metrics could fail to appropriately incentivize our executive officers from pursuing the strategic opportunities that unexpectedly arise in a human capital-based industry such as ours. For example, our executive officers may find opportunities during the year to hire personnel which may decrease short-term profitability but may be in the best long-term interests of their business. The Committee's use of discretion removes disincentives to taking advantage of such opportunities, while allowing it to hold management accountable for realizing specific results from those opportunities in subsequent years.



•

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



•

We operate in a cyclical industry. The Committee's use of discretion allows it to take into consideration other, less quantifiable factors that impacted company and business line performance, and provides the flexibility to adjust annual incentive compensation for individual performance versus broader cyclical or market-driven factors that may have impacted results.

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20182019 Compensation Determinations and Relevant Factors

After the Committee reviewed our adjusted pre-tax operating income and followed the processes and considered the factors described above under "—How Compensation Decisions are Made," the following were the material factors that influenced the Committee's determination of 20182019 total incentive compensation for each of the named executive officers:

		Chad R. Abraham CEO
​	​	​
Chad R. Abraham		20182019 Total Incentive Compensation: 2018 wasAs CEO, Mr. Abraham is responsible for overseeing our firm-wide financial performance, business strategy, and execution, as well as for managing our business operations. Mr. Abraham's first year in his role as our CEO. His 20182019 incentive compensation was downincreased approximately 26%22.0% from 2017,2018, which reflects the factstrength of the financial results that Mr. Abraham's 2017 incentive compensation was based on hiswe achieved during 2019. During 2019, our continued strong performance as global co-head of investment bankingin advisory services and capital markets, one of our strongest performing businesses,equity financing, and his 2018 incentive compensation was based on his responsibility for our entire firm's resultsimproved execution and performance in his new role as our CEO. The changes to Mr. Abraham's year-over-year total incentive compensation reflect the fact that our overall results were moderated from our record 2017 performance, with adjusted net revenues and adjusted net income declining 10% and 14%, respectively, primarily due to challenging market conditions for our public finance and equities and fixed income institutional brokerage businesses. In addition,businesses resulted in an increase in adjusted net revenues of 11.7% as well as an increase in adjusted earnings per share of 28.7% from 2018, reflecting the 25.7% increase in our advisory services business,pre-tax operating income in 2019, a key measure that the Committee uses to determine Mr. Abraham's annual incentive compensation. Lastly, Mr. Abraham was instrumental in putting together our acquisition of Sandler, which performed well duringwe believe will be the year with strong contributions frommost transformational transaction in our healthcare, energy, consumer, and industrials teams, experienced an 11% decline in revenues in 2018 as compared to 2017, when the business achieved record net revenues.history. In determining Mr. Abraham's 20182019 total incentive compensation, the Committee took all of these factors into account as well as other compensation considerations. 20182019 Individual Performance Considerations: • Guided us to full year 2018Achieved record 2019 adjusted net revenues of $780.8$823.8 million. • Achieved record 2019 adjusted net income of $106.2 million and adjusted earnings per share of $6.13, representing our second strongest year on record.$7.36. • Achieved 2018 adjusted net incomeLed our transformational acquisition of $93.7 million.Sandler. • Continued to drive our business strategy of increasing our share of revenues from our higher margin,higher-margin, capital-light, and variable cost businesses, including advisory services which accounted for over 50% of our adjusted net revenues during the year.

 

		20182019 Incentive Compensation Overview for Chad R. Abraham*Abraham * The Committee has set a general target for our CEO to receive 40% of his annual incentives in cash, and 60% in performance or restricted compensation. However, our 2019 executive compensation program included a limit on annual cash incentives of three times Mr. Abraham also received a one-time option grant totaling $1,200,010Abraham's base salary, which caused the proportion of his annual incentive compensation paid in February 2018cash to be 33%, and the proportion of his annual incentive compensation paid in connection with his promotionperformance or restricted compensation to CEO that is not reflected above. For additional information see "2018 One-Time Promotional Option Grant" on page 47 of this CD&A.be 67%.

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		Debbra L. Schoneman President
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Debbra L. Schoneman		20182019 Total Incentive Compensation: 2018 was Ms. Schoneman's first year in her role as ourAs President, with responsibility for our public finance, equities and fixed income institutional brokerage, and asset management businesses. Ms. Schoneman's 2018 incentive compensation decreased 26% as compared to 2017, when she was our CFO and Global Head of Equities. While Ms. Schoneman took on an increased roleshares responsibility with our CEO for overseeing our firm-wide financial performance, business strategy, and new responsibilitiesexecution, as President, her 2018 incentive compensation was impacted by the challenging market conditions inwell directly leading our public finance and equities and fixed income institutional brokerage businesses, which are businessesbusinesses. She was also responsible for whichleading our traditional asset management business prior to its divestiture in 2019. Ms. Schoneman is responsibleSchoneman's 2019 incentive compensation increased 11.3% as President. These businesses' revenues were down approximately 18%compared to 2018 as a result of significant improvements in aggregate in 2018 from 2017, which significantly decreased their adjusted pre-tax operating income. Ms. Schoneman undertook a number of actions duringperformance by the year in response to the challenging market conditions, including a reorganization of ourcompany's fixed income institutional brokerage and public finance businesses. During 2019, revenues for our fixed income business intendedwere up 40% from 2018 as a result of increased client activity, and margins and returns were improved due to better serve our client verticals,strong execution on strategic decisions overseen by Ms. Schoneman to reduce both headcount and significantthe business's cost and capital reductions and eliminations of products and strategies which were not achieving sufficient returns.base. In addition, the company's public finance business increased its debt financing revenues 17% from 2018, and executed on various opportunities to expand its market share in various geographies in 2019. In addition to the financial performance of her business lines, Ms. Schoneman led our efforts to acquireSchoneman's 2019 incentive compensation was positively impacted by her role in managing the company's strategic acquisition and integration of Weeden & Co., L.P., which was announced in February 2019. We believe this acquisition willhas significantly strengthen the value ofstrengthened our firm's equities execution offerings for our clients.clients, and for her role in leading the company's divestiture of its traditional asset management business, which will allow us to focus on growing in our areas of strength as a leading investment bank focused on the middle-market. In determining Ms. Schoneman's 20182019 annual incentive compensation, the Committee took all of these factors into account. 20182019 Individual Performance Considerations: • Navigated challenging secular trends inLed our acquisition and integration of Weeden & Co., which has significantly strengthened the firm's equities institutional brokerage business,execution offerings and led efforts to better align strategy with client value.its go-to-market strategy. • ReorganizedImproved returns in our fixed income institutional brokerage business strategy,through strong execution on strategic decisions to reduce headcount and reduced capital and other costs in response to challenging market conditions. • Led our acquisition of Weeden & Co., L.P., which was announced in February 2019, and will significantly strengthen the firm's equities execution offerings. • Managed costs and profitability amidst challenging market conditions in our public finance, institutional brokerage, and asset management businesses.business's cost base. • Led our firm's effortsdivestiture of its traditional asset management business, which will allow us to create updated mission, vision, and values statements.focus on growing in our areas of strength as a leading investment bank. • Led our continued geographic expansion of our public finance business.

 

		20182019 Incentive Compensation Overview for Debbra L. Schoneman * Ms. Schoneman also received a one-time option grant totaling $800,015 in February 2018 in connection with her promotion to President that is not reflected above. For additional information see "2018 One-Time Promotional Option Grant" on page 47 of this CD&A.

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		Timothy L. Carter CFO
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Timothy L. Carter		20182019 Total Incentive Compensation: As CFO, Mr. Carter becameis responsible for overseeing our CFO effective January 1,overall financial plan and condition and our financial reporting. Mr. Carter's 2019 annual incentive compensation increased 9.4% as compared with 2018. Mr. Carter was previously our senior vice president of finance and treasurer. Mr. Carter's 20182019 incentive compensation was positively influenced by his leading role in our strong overall operating performance in 20182019 and execution on our 20182019 strategic and financial plan. As CFO, he also led our capital management and allocation initiatives during the year, including management of our dividend policy. Mr. Carter also managed our funding sources, in connection with which during 2019 he focused on reducing our balance sheet exposuresuccessfully raised $175 million through the sale of senior unsecured notes and risk.established an unsecured $50 million revolving credit facility. In addition, Mr. Carter led our investor relations and financial risk management functions during 2018. In determining2019. The company also benefited from Mr. Carter's 2018 incentive compensation,leadership and his team's performance in the Committee took allstrategic acquisitions of these factors into account.Sandler and Weeden & Co., and our disposition of our traditional asset management business, and the quality of our financial reporting throughout those significant transactions. Lastly, Mr. Carter provided strategic leadership in our continued execution on our initiatives of investing in higher-margin businesses, managing costs, and optimizing our capital allocation and deployment. 20182019 Individual Performance Considerations: • Led our 20182019 strategic and financial plan, including firm-wide expense management and improving productivity and performance across our businesses. • Led Managed our accounting and financial reporting functions.functions, including through significant transactions involving our acquisitions of Sandler and Weeden & Co., and our divestiture of our traditional asset management business. • SupervisedLed our capital management and allocation initiatives, including with respect to funding sources and our continuing policy to pay quarterly and annual special dividends and return capital to shareholders through our share repurchase program. • Focused on reducingLed the management of our funding sources, in connection with which he successfully raised $175 million in 2019 through the sale of senior unsecured notes which will be used for general corporate purposes and to finance our acquisition of Sandler, and established an unsecured $50 million revolving credit facility which will be used for working capital used in our fixed income institutional brokerage business, freeing capital for other uses and permitting us to create external funding source efficiencies.general corporate purposes.
		20182019 Incentive Compensation Overview for Timothy L. Carter

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		Frank E. Fairman Head of Public Finance
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Frank E. Fairman		2018 Total Incentive Compensation: Mr. Fairman's 2018 incentive compensation decreased by 82% as compared to 2017, which reflects a 12% decline in our public finance revenues during the yearJames P. Baker and a corresponding decline in the business's adjusted pre-tax operating income. The decline in our public finance performance during 2018 was directly attributable to challenging market conditions for the entire industry. Total U.S. municipal underwriting volume was down 24% in 2018, which was primarily the result of both the pulling forward of municipal issuance activity into the fourth quarter of 2017 from 2018 in anticipation of the Tax Reform Act, and the impact from the Tax Reform Act's elimination of tax exemption for interest on advance refunding bonds. Although Mr. Fairman's year-over-year incentive compensation reflects the challenging market conditions impacting our public finance business and the corresponding decline in our absolute performance, his 2018 incentive compensation was positively affected by the fact that under his management we maintained or improved our market share in our key geographies and sectors, and continued to grow our specialty senior living practice. The Committee took all of these considerations into account in determining Mr. Fairman's incentive compensation for 2018. 2018 Individual Performance Considerations: • Led our public finance group to a #8 ranking* in 2018 as measured by underwriting volume (i.e., par value) in sole or senior negotiated and private placement municipal transactions, our highest ranking ever. • Led our public finance group to a #2 ranking* in 2018 as measured by number of issuances in sole or senior negotiated and private placement municipal transactions. • Led our public finance group to a #6 and #9 ranking* as measured by the number of issuances and underwriting volume (i.e., par value), respectively, in which the company acted as a financial advisor. *  Source: All rankings are based on data aggregated by Thomson Reuters.
		2018 Incentive Compensation Overview for Frank E. Fairman

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		John W. Geelan General Counsel
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John W. Geelan		2018 Total Incentive Compensation: As our General Counsel, Mr. Geelan's incentive compensation is partly determined by our annual profitability, but a larger component of Mr. Geelan's incentive compensation is based on his individual performance as our General Counsel and leadership of our legal, compliance, and risk control and audit functions during the year. The Committee believes that compensating Mr. Geelan in this manner is appropriate in light of the role that the General Counsel has with respect to the company and its legal, ethical, and risk management considerations. As General Counsel, Mr. Geelan's 2018 incentive compensation was positively influenced by the significant contributions he made with his management of the company's outstanding litigation and regulatory matters and management of associated expenses, his public company responsibilities, and the efforts he undertook during the year to strengthen our firm's cultural emphasis on ethics and its reputation. 2018 Individual Performance Considerations: • Led our legal, compliance, and risk control and internal audit functions. • Managed our litigation and regulatory matters as well as associated expenses. • Provided legal counsel for our business operations to our senior leadership and Board.
		2018 Incentive Compensation Overview for John W. Geelan

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		R. Scott LaRue Global Co-HeadCo-Heads of Investment Banking and Capital Markets
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James P. Baker R. Scott LaRue		20182019 Total Incentive Compensation: Mr. LaRue's 2018 incentive compensation increased 7.5% as compared to 2017 as a result of strong operating results achieved byMessrs. Baker and LaRue are responsible for managing, developing, and executing on our business strategy for our investment banking and capital markets groupbusinesses. Messrs. Baker's and LaRue's 2019 annual incentive compensation was driven by the record $545.3 million adjusted net revenues that our investment banking business achieved during 2018, forthe year, which Mr. LaRue had sole responsibility during 2018. Ourincluded our second-highest ever advisory revenues of $440.7 million and strong equity financing business achieved $122.2 million in revenue in 2018, which was that business's strongest performance since 2007, with 75%revenues of those revenues being attributable to book-run deals. In addition, our$104.6 million. Our advisory services business continued to perform well during 2018 with strongexhibited broad-based contributions from our healthcare, energy, consumer, and industrials teams, althoughdemonstrating the strength and sustainability of our advisory services revenues were down 11% as comparedfranchise across these sectors. Messrs. Baker's and LaRue's 2019 incentive compensation was determined in recognition of these results, their leadership of our investment banking business, and their contributions to 2017, whenour acquisition of Sandler during the business achieved record net revenues. Under Mr. LaRue's leadership, our advisory services business has grown approximately 430% since 2013 as we have made strategic investments for growth and devoted significant efforts to developing, retaining, and hiring senior bankers.year. In determining Mr.Messrs. Baker's and LaRue's 20182019 incentive compensation, the Committee took all of these factors into account as well as other compensation considerations. 20182019 Individual Performance Considerations: • Achieved strongour second-highest ever advisory services revenues of $394.1$440.7 million. • Helped grow Achieved strong equity financing revenues to $122 million with 75% of revenues attributable to book-run deals.$104.6 million. •2019 Incentive Compensation Overview for James P. Baker Led growth of our advisory services business of approximately 430% since 2013.

		20182019 Incentive Compensation Overview for R. Scott LaRue

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Annual Incentives Paid in Restricted Compensation

With respect to our annual performance, the Committee determines atotal incentive compensation amount that is based on the profitability of the company (with respect to the CEO, President, and CFO) or applicable business line (with respect to business line leaders) and individual performance during the year. Of that total incentive compensation amount, between 4040% and 55% is paid to each named executive officer in cash as an annual incentive (our General Counsel receives 65% of his total incentiveincentive; however, with respect to annual incentives paid to our CEO in cash).February 2020 for 2019 performance, our CEO received 33% in cash due to the limit imposed by our executive compensation program in 2019 which capped annual cash incentives at three times our CEO's base salary. With respect to the remaining 4545% to 60% of the total incentive amount, (or 35% in the case of our General Counsel), the Committee then splits this amount equally between (1) long-term PSU awards, and (2) time-vested restricted compensation paid in annual incentives.

As a result, under our executive compensation program, even when our named executive officers have very strong business performance in one year, between 4545% to 60% of their total incentive compensation has performance-based and time-based vesting conditions. More specifically, each named executive officer receives between 22.5 and 30% of his or her total incentive compensation amount in the form of long-term PSU awards. Due to his role as our company's legal counsel, our General Counsel receives 35% of his total incentive compensation with performance-based and time-based vesting conditions, including 17.5% of his total incentive compensation in the form of long-term PSU awards.

The time-vested restricted compensation is received 50% in restricted shares of our common stock, and 50% in restricted investment fund shares pursuant to our MFRS Plan (as defined below). This restricted compensation vests in three equal annual installments from the date of grant. By paying a portion of annual incentives in time-vested restricted stock, our executive officers are incentivized to achieve long-term returns for our shareholders, as the value of the restricted stock that vests is tied to the performance of our stock price over time. The number of shares of restricted stock granted to each officer was determined by dividing the total dollar value designated to be paid out to the executive officer in restricted stock by the closing price of shares of our common stock on the New York Stock Exchange on February 15, 2019.14, 2020.

For all grants of restricted shares of our common stock made prior to 2019, executive officers holding such shares receive dividends on those shares at the same rate and time as our other shareholders. BeginnigBeginning with grants of restricted shares of our common stock made in February 2019, dividends will accrue on the unvested restricted shares and will only be paid out at the time that the underlying restricted shares vest.

Mutual Fund Restricted Share Plan

The Mutual Fund Restricted Share Plan ("MFRS(the "MFRS Plan") provides that a portion of the restricted compensation granted for annual incentive compensation is paid in the form of restricted shares of selected investment funds. The MFRS Plan provides us another way of increasing retention of our executive officers by deferring a portion of their annual incentive compensation and requiring that they continue working for the company in order to receive it. In 2018,2019, each named executive officer received 50% of their restricted compensation in investment fund shares. The mutual fund restricted shares have the same restrictions that would apply to restricted shares of our common stock and vest ratably over three years from the date of grant. We adopted the MFRS Plan to provide our executives an opportunity to diversify the restricted compensation they receive, and believe the planMFRS Plan will help us attract and retain top talent.

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Long-Term PSU Awards

Beginning with annual incentive compensation awarded in February 2018 for 2017 performance, the amount of each executive officer's PSU award is related to annual company (with respect to the CEO, President, and CFO) or applicable business line (with respect to business line leaders) profitability and individual performance, requiring our executive officers to earn an increased portion of their total incentive compensation through the PSU awards based on adjusted ROE and relative TSR performance metrics.

The Committee granted the 2018 PSU award on February 15, 2018 for 2017 performance. The Committee granted theeach executive officer's 2019 PSU award on February 15, 2019 for 2018 performance and 2020 PSU award on February 14, 2020, for 2019 performance. The amount of each PSU award granted to each executive officer is determined in relation to their related annual incentives for the year (which were determined based on profitability and individual performance), resulting in each named executive officer receiving between 22.522.5% and 30% of his or her total incentive compensation in the form of a PSU award.

The grant date fair value of the February 2020 award (17.5%is reflected in the case of our General Counsel).

Supplemental Compensation Table above for 2019 compensation. The grant date fair value of the February 2019 award is reflected in the Supplemental Compensation Table above for 2018 compensation. The grant date fair value of the February 2018 award is reflected in the Summary Compensation Table below for 20182019 compensation and was earned as part of the executive compensation program for 20172018 performance.

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February 20182019 and 20192020 PSU Awards Overview

•

PSU awards vestonly if certain (1) adjusted ROE, or (2) relative TSR metrics are met over thea three-year period.



•

Our adjusted ROE targets for each annual PSU grant are determined by the Committee based on our recent and planned future operating performance to ensure that the award properly rewards performance.

Piper JaffraySandler Relative TSRTSR—February 2019 Granted for 2018 Performance	​	Piper JaffraySandler Adjusted ROE—February 20182019 Granted for 20172018 Performance
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Piper Sandler Relative TSR—February 2020 Granted for 2019 Performance	​	Piper JaffraySandler Adjusted ROE—February 20192020 Granted for 20182019 Performance
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Note: Each vesting metric provides for interpolation between points in the tables above on a straight-line basis (from threshold to target and from target to maximum).

All ofWith respect to the peer group used for relative TSR, our outstanding PSU awardsgrants made in February 2019 and earlier use the companies comprising the KBW Capital Markets Index as of the date of the grant. Beginning with the February 2020 grant, the peer group used for relative TSR is compromised of the list of companies within the Russell 3000 that have an investment banking GICS code as of the date of the grant. For the February 2020 PSU grant, this peer group was as follows: B. Riley Financial, Cowen Inc., Evercore Inc., The Goldman Sachs Group, Inc., Greenhill & Co., Houlihan Lokey, INTL FCStone Inc., Lazard Ltd., Moelis & Company, Morgan Stanley, Moelis & Company, Oppenheimer Holdings, Inc., PJT Partners Inc., Raymond James Financial, and Stifel Financial Corp. The Committee changed the peer group for the relative TSR performance measure.February 2020 grant as it believes the new peer group better represents the company's investment banking competitors.

The PSU awards are intended to directly align the interests of our named executive officers with those of our shareholders by requiring that the company achieve certain levels of (1) adjusted ROE or (2) relative

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TSR in order to vest. Beginning with the February 2019 grant, the target level of the adjusted ROE metric is set by taking the average of the Company'scompany's three-year historical adjusted ROE and a planned level of future adjusted ROE. The Committee believes that the PSU award program incentivizes our executive officers to achieve superiorstrong financial performance as measured by adjusted ROE and shareholder returns as compared with a broad indexlist of financial services companies.

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The 36-month performance period is designed to provide management an incentive to focus on our strategic direction, sustained performance, and long-term value creation. The Committee established the vesting performance metrics with the intent that our executive officers will only receive additional long-term incentive compensation above the target amounts of the PSU awards if, over the performance period, we significantly outperform the KBW Capital Markets Indexpeer group used for the relative TSR metric and/or achieve an adjusted ROE that exceeds our recent historical and planned future adjusted ROE.

For purposes of the awards, TSR is calculated based on the average closing price of shares of our common stock on the New York Stock Exchange during the trailing 60 calendar days as of the beginning and the end of the performance period, and takes into account dividends paid during the performance period. Adjusted ROE under the PSU awards is a non-GAAP financial measure that is calculated based on our reported net income adjusted to eliminate certain expenses and losses that do not relate to our core business. See Appendix B for a reconciliation of adjusted ROE to the most directly comparable GAAP financial measure.

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

2019 Pay Mix

As illustrated below, the pay mix for all 2019 elements of compensation received by our CEO and by our other named executive officers, as disclosed in the Supplemental Compensation Table above (including the value of the PSU awards granted in February 2019, but excluding the one-time promotional stock option awards granted to our CEO and President)2020) was significantly weighted toward performance-based compensation:

		2019 OTHER NAMED
		EXECUTIVE
2019 CEO		OFFICERS
PAY MIX		PAY MIX

Due to the decline in our adjusted pre-tax operating income and executive officer incentive compensation for 2018 performance, the base salary of our named executive officers other than our CEO made up a proportionally larger percentage of total compensation in 2018 than previous years. We believe the mix of base salary relative to performance-based compensation in the form of annual

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We believe the mix of base salary relative to performance-based compensation in the form of annual incentives and PSU awards illustrated above appropriately balances our goal of aligning pay for performance without encouraging undue risk-taking that can arise from compensation excessively weighted toward performance-based elements. This mix is designed to provide an appropriate and competitive amount of incentives for strong annual performance, while leaving a sufficient level of compensation tied to our long-term performance to retain executives and encourage them to focus on long-term value creation. The balance of these interests is determined by the Committee inat its discretion, considering factors including reference to pay practices at our peer group.

Other Compensation

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

We also maintainIn February 2016, in connection with the closing of our acquisition of Simmons, we created a special incentive pool that was funded over the three-year period following closing by revenues from advisory and capital markets transactions involving companies in the energy sector (the "Simmons Incentive Pool"). Similar to an international assignment policy that provides benefits for employees working on non-permanent assignments outside their home countries. Underearn-out, the policy, we assume responsibility for any additional U.S. or foreign taxes that employees incurSimmons Incentive Pool was earned only if the average revenues over the performance period exceeded a pre-determined threshold, and it was created as a direct result of international assignments, andway to incentivize revenue production by the employees are responsible forthat joined our company following our acquisition of Simmons and employees that were later recruited or hired by our energy group. The allocations of the Simmons Incentive Pool were determined by representatives of Simmons, and were based on production and, where applicable, management of the energy group. In 2019, at the end of the performance period, the amount of taxes they would have incurred had they continuedthe Simmons Incentive Pool was determined, and the Simmons representatives determined the final allocations of the Simmons Incentive Pool for all eligible participants. As a co-head energy investment banking and a significant producer within the energy group, Mr. Baker was allocated $2,817,189 from the Simmons Incentive Pool by the Simmons representatives. Mr. Baker received this special one-time payment in 2019. Mr. Baker will receive no further compensation related to livethe Simmons Incentive Pool or acquisition generally.

Our Transformational Acquisition of Sandler O'Neill & Partners

In July 2019, we announced the acquisition of Sandler, a leading middle-market investment bank focused on the financial services sector. Sandler represents best-in-class for the quality of their professionals, the depth of their relationships, their industry-leading advice, and work exclusivelytheir client-centric culture. That is why we renamed our collective company Piper Sandler Companies when the transaction closed in January 2020—to reflect the United States. We maintain this policy to encourage employees to accept international assignments that our management believes are in the best interestsunique opportunity of our new company by mitigating potentially adverse tax consequences that otherwise could resultwhile acknowledging our deep respect for the Sandler legacy.

The transaction represents our largest acquisition since becoming a public company following our spin-off from accepting such assignments. All employees are eligible to participateU.S. Bancorp at the end of 2003, and a major milestone in our international assignment policy.

In 2018125-year history. But it is not size alone that makes it transformational. The deal is a significant step forward in realizing our vision of what we paid $311,306 to Mr. LaRueare building—a leading financial advisory and capital markets firm that wins through deep

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sector expertise, candid advice and a differentiated, highly productive culture—enabling growth and success for our clients, as reimbursementwell as rewarding careers for local tax differences and related expenses, including a related tax gross-up amount of $147,307, in connection with a domestic relocation within the U.S. made by Mr. LaRue at the Company's request. Mr. LaRue also received a $20,295 benefit during the year related to tax consulting and audit services that were paid for by the company.our employees.

2018 One-time Promotional Option GrantEmployment Agreement with Mr. Doyle

On February 15, 2018,Beginning in January 2020, Sandler's senior leadership transitioned to Piper Sandler and remains an integral and essential part of making the transformational acquisition a success. The business now forms our financial services group with over 300 employees, and is led by Mr. Doyle, a former senior managing principal of Sandler. Mr. Doyle became our vice chairman and head of the financial services group, and we appointed him to the Board following completion of the acquisition. We believe that his leadership will help ensure that the integration goes well and the go-forward business remains stable and productive. Further, Mr. Doyle remains a key producer within the financial services group, and will continue to advise clients.

In connection with the acquisition, we made the strategic decision to enter into an employment agreement with Mr. Doyle that provides for levels of minimum incentive compensation from 2020 through 2024 while providing us with extensive restrictive covenants, e.g., a five-year non-compete, designed to protect the value paid in the transaction. Although it is not our practice to enter into an employment agreement with an executive officer that provides for certain minimum or guaranteed levels of incentive compensation, we believe that doing so in this instance is appropriate in light of the transformational nature of our acquisition of Sandler as well as the following factors:

•

Through his own individual revenue production, Mr. Doyle is expected to contribute significantly to the financial benefits that we expect to achieve from our acquisition of Sandler;



•

In return for his employment agreement, Mr. Doyle has entered into a five-year agreement to neither compete in the investment banking industry nor solicit any clients of our combined company;



•

Mr. Doyle's annual incentive compensation will be included in the total fixed compensation ratio of the financial services group, which he will be expected to manage to a level that is consistent with our historical overall compensation ratio;



•

In light of his leadership role and his expected level of individual production, we believe that the level of compensation to be paid to Mr. Doyle through 2024 will be appropriate and consistent with our peers when compared to the impact that we expect our acquisition of Sandler to have on our financial results; and



•

After 2024, Mr. Doyle will be fully integrated into our executive compensation program and the Committee granted a one-time non-qualified stock option award towill have complete discretion in determining his annual incentive compensation.

Given these factors, we ultimately determined that the risks of Mr. AbrahamDoyle's employment agreement were balanced, particularly in light of his significant revenue production history, the length of his non-compete, the Company's compensation ratio, and—most importantly—the strategic and Ms. Schoneman related to their promotions to the roles of CEO and President, respectively. The options were awarded with a strike price of $99.00, which represented a 10% premium to the closing price of a share of our common stock on the grant date. The grant date fair valuetransformational nature of the awards madetransaction given Sandler's market-leading business and our long-term strategy to Mr. Abrahamgrow and Ms. Schoneman were $1,200,010 and $800,015, respectively. The options vest in three equal parts on the third, fourth, and fifth anniversariescreate shareholder value.

Table of the date of grant as long as the recipient remains an employee of the company. The options must be exercised within ten years of the date of grant.Contents

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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

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provisions regarding the payment of compensation in the event of a termination of employment or a change-in-control of our company, as follows:

•

All awards granted under the Incentive Plan contain a "double trigger" provision that provides that awards that are 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.

Compensation Policies

Executive Stock Ownership and Prohibition on Hedging

We have adopted stock ownership guidelines to ensure that our executives maintain a meaningful equity stake in the company, which aligns management's interests with those of our shareholders. The guidelines also help to drive long-term performance and strengthen retention. Our stock ownership guidelines generally require that our executive officers own a specific multiple of their annual base salary in shares of our common stock. The ownership multiple is nineeight times the base salary for our CEO, fourthree times the base salary for each of our President, CFO, and business line heads, and twoone times the base salary for every other executive officer. Whether an executive officer meets the guidelines is determined at the beginning of each year by multiplying his or her share ownership (not including unvested stock awards) by the average daily closing price of our shares of common stock on the New York Stock Exchange for the prior year. If an executive officer is not in compliance with the stock ownership guidelines, then he or she must retain at least 50% of the equity awarded to them as executive officers

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through ourthe Incentive Plan, or acquired upon exercise of stock options, net of taxes and exercise costs. The guidelines apply upon becoming an executive officer and remain in effect while the individual serves as an executive officer. Furthermore, all

All of our employees, including our executive officers, includingas well as our named executive officers,non-employee directors are prohibited from hedging, or entering into any short positions or derivative transactions substantially equivalent to short positions (including protective puts), with respect to any shares of Piper Jaffray Companiesour common stock, even shares they can freely sell.

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Equity Grant Timing Policy

In 2006, we established a policy pursuant to which equity grants to employees will be made only once each quarter, on the 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 thereafter). This policy covers grants made by the Committee as well as grants made by our CEO to employees other than executive officers pursuant to authority delegated to him by the Committee. We established this policy to provide a regular, fixed schedule for equity grants that eliminates the exercise of discretion with respect to the grant date of employee equity awards.

Policy on Qualifying Compensation for Deductibility

In connection with the enactment of the Tax Cuts and Jobs Act of 2017 ("Tax(the "Tax Reform Act") in December 2017, Section 162(m) of the Internal Revenue Code (the "Code") precludes us from taking a federal income tax deduction for compensation paid in excess of $1 million to our "covered employees" (which as of 2018 includes the CEO, CFO and our three other most highly-compensatednamed executive officers). Prior to 2018, this deduction limitation did not apply to qualified "performance-based" compensation and a company's CFO was not considered to be a "covered officer." Consequently, compensation paid in 2018 and later years to our covered employees, including our named executive officers, in excess of $1 million willis not be deductible unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as of November 2, 2017.

The Committee generally intends to continue to comply with the requirements of Section 162(m) as it existed prior to the Tax Reform Act with respect to performance-based compensation in excess of $1 million payable under outstanding awards granted before November 2, 2017, under the Incentive Plan in order to qualify them for the transitional relief. However, no assurance can be given that the compensation associated with these awards will qualify for the transitional relief, due to ambiguities and uncertainties as to the application and interpretation of newly revised Section 162(m) and the related requirements for transitional relief.

Although deductibility for compensation amounts paid in excess of $1 million for federal corporate tax purposes willis no longer be available, going forward, the Committee will continue to emphasize performance-based compensation that aligns with its pay-for-performance compensation philosophy. Therefore, it is not anticipated that the changes to Section 162(m) willdid not significantly impact the design of our executive compensation program as described in this Compensation Discussion and Analysis.

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Executive Compensation

Compensation Committee Report

The Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on the foregoing review and discussions, has recommended to the Board of Directors the inclusion of the Compensation Discussion and Analysis in the company's 20182019 year-end disclosure documents.

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

Summary Compensation Table

The following table contains compensation information for the fiscal years noted in the table for our named executive officers.

Name and Principal Position		Year			Salary ($)			Stock Awards(1) ($)			Option Awards(1) ($)			Non-Equity Incentive Plan Compensation(2) ($)			All Other Compensation(3) ($)			Total ($)				Year			Salary ($)			Stock Awards(1) ($)			Option Awards(1) ($)			Non-Equity Incentive Plan Compensation(2) ($)			All Other Compensation(3) ($)			Total ($)
Chad R. Abraham		​	2018		​	550,000		​	1,577,790		​	1,200,010		​	1,952,500		​	109,567		​	5,389,867			​	2019		​	550,000		​	1,578,174		​	—		​	2,487,500		​	26,727		​	4,642,401
CEO		​	2017		​	425,000		​	964,161		​	—		​	3,163,438		​	86,407		​	4,639,006			​	2018		​	550,000		​	1,577,790		​	1,200,010		​	1,952,500		​	109,564		​	5,389,867
​		​	2016		​	425,000		​	1,116,898		​	—		​	2,654,375		​	53,635		​	4,249,908			​	2017		​	425,000		​	964,161		​	—		​	3,163,438		​	86,407		​	4,639,006
Debbra L. Schoneman			2018			500,000			844,470			800,015			1,062,500			47,479			3,254,464				2019			500,000			629,871			—			1,531,250			18,078			2,679,199
President			2017			500,000			622,735			—			1,437,500			40,839			2,601,074				2018			500,000			844,470			800,015			1,062,500			47,479			3,254,464
			2016			500,000			642,543			—			997,313			22,896			2,162,752				2017			500,000			622,735			—			1,437,500			40,839			2,601,074
Timothy L. Carter CFO(4)		​	2018		​	425,000		​	129,780		​	—		​	462,500		​	11,912		​	1,029,192
Frank E. Fairman(5)			2018			425,000			508,860			—			182,000			45,519			1,161,379
Head of Public Finance			2017			425,000			660,888			—			1,020,250			45,944			2,152,082
			2016			425,000			624,632			—			1,609,675			17,580			2,676,887
John W. Geelan General Counsel(4)		​	2018		​	300,000		​	129,240		​	—		​	372,438		​	13,804		​	815,482
Timothy L. Carter																								​	2019		​	425,000		​	274,239		​	—		​	796,875		​	9,797		​	1,505,911
CFO(4)																								​	2018		​	425,000		​	129,780		​	—		​	462,500		​	11,912		​	1,029,192
James P. Baker Global Co-Head of Investment Banking and Capital Markets(4)																									2019			425,000			255,044			—			1,573,438			2,885,380			5,138,862
R. Scott LaRue			2018			425,000			1,098,720			—			2,368,438			420,290			4,312,448			​	2019		​	425,000		​	1,191,963		​	—		​	2,765,938		​	23,629		​	4,406,530
Global Co-Head of			2017			425,000			874,188			—			2,202,813			97,435			3,599,436			​	2018		​	425,000		​	1,098,720		​	—		​	2,368,438		​	420,290		​	4,312,448
Investment Banking and Capital Markets			2016			425,000			1,118,898			—			2,334,375			409,805			4,288,078			​	2017		​	425,000		​	874,188		​	—		​	2,202,813		​	97,435		​	3,599,436

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(1)

The entries in the "Stock Awards" and "Option Awards" columns reflect the aggregate grant date value of the restricted stock, PSUs, and stock option awards computed in accordance with FASB ASC Topic 718. SEC rules do not permit inclusion in a given year of stock awards attributable to a particular year's performance, as is the case for salary and non-equity incentive plan amounts. For example, the restricted stock and PSU grants disclosed for 20182019 were made in February 2018,2019, and were related to 20172018 performance. See Note 1920 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20182019 for the assumptions used in the valuation of the awards granted during 20182019 in accordance with FASB ASC Topic 718. The grant

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date fair value of the restricted stock, stock options, and PSUs granted during February 20182019 if target performance and maximum performance is achieved are as follows:

		Restricted Stock Awards (granted in February 2018 for 2017 performance) ($)			PSUs (granted in February 2018 for 2017 performance)						One-Time Promotional Stock Option Award (granted in February 2018) ($)				Restricted Stock Awards (granted in February 2019 for 2018 performance) ($)			PSUs (granted in February 2019 for 2018 performance)
Name					Target ($)			Maximum ($)										Target ($)			Maximum ($)
Chad R. Abraham		​	537,210		​	1,040,580		​	1,560,870		​	1,200,010			​	532,556		​	1,045,618		​	1,568,427
Debbra L. Schoneman			287,550			556,920			835,380			800,015				212,561			417,310			626,002
Timothy L. Carter		​	44,190		​	85,590		​	128,430		​	—			​	92,554		​	181,685		​	272,527
Frank E. Fairman			173,250			335,610			503,460			—
John W. Geelan		​	44,010		​	85,230		​	127,890		​	—
James P. Baker																255,044			—			—
R. Scott LaRue			374,130			724,590			1,086,840			—			​	402,207		​	789,756		​	1,184,672

(2)

The amounts in this column include for the applicable year (i) the cash compensation earned under our annual incentive program and (ii) the portion of the annual incentive compensation earned during the year and paid in restricted compensation in the form of restricted investment fund shares under our MFRS planPlan (which was 50% of the restricted compensation for 20182019 annual incentive compensation). The following amounts earned for 20182019 performance were paid to the named executive officers in the form of restricted investment fund shares in February 2019:2020: Mr. Abraham: $532,500;$837,500; Ms. Schoneman: $212,500;$306,250; Mr. Carter: $92,500;$159,375; Mr. Fairman: $31,000; Mr. Geelan: $44,188;Baker: $267,188; and Mr. LaRue: $402,188.$469,688. The mutual fund restricted shares vest in three equal annual installments from the date of grant.

(3)

All other compensation for 20182019 consists of the following:

Form of All Other Compensation ($)		Chad R. Abraham			Debbra L. Schoneman			Timothy L. Carter			Frank E. Fairman			John W. Geelan			R. Scott LaRue				Chad R. Abraham			Debbra L. Schoneman			Timothy L. Carter			James P. Baker			R. Scott LaRue
Club membership dues		​	—		​	—		​	—		​	2,400		​	—		​	—
401(k) matching contributions			7,704			7,704			7,704			7,704			7,704			7,704			​	7,974		​	7,974		​	7,974		​	7,974		​	7,974
Life and long-term disability insurance premiums		​	837		​	837		​	837		​	1,611		​	603		​	1,197				837			837			837			837			1,197
Employer Health Savings Account Contribution			—			500			338			—			500			—			​	—		​	500		​	—		​	—		​	500
Dividends from Mutual Fund Restricted Share Program		​	25,328		​	11,400		​	462		​	5,228		​	1,428		​	25,783
Dividends from restricted PJC common stock			61,264			27,038			2,571			28,576			3,569			53,308
Dividends from restricted shares of our common stock																						17,916			8,767			986			59,380			13,598
Other		​	14,434		​	—		​	—		​	—		​	—		​	332,298			​	—		​	—		​	—		​	2,817,189		​	—

The "Other" amounts identified in the table above reflect (i) a special one-time payment of $311,306$2,817,189 to Mr. LaRueBaker under the Simmons Incentive Pool, as reimbursement for local tax differencesfurther discussed above in the section titled "Compensation Discussion and related expenses, including a related tax gross-up amount of $147,307, that he received in connection with a domestic relocation within the U.S. made at the company's request (ii) a benefit of $20,295 received during the year by Mr. LaRue related to tax consulting and audit services that were paid for by the company, (iii) a payment of $13,252 to Mr. Abraham and of $697 to Mr. LaRue related to their proportionate share of a venture capital fund carried interest held by the company as part of a compensation program implemented prior to our spin-off from U.S. Bancorp on December 31, 2003, and (iv) a benefit of $1,182 to Mr. Abraham for the cost of a flight for his spouse accompanying him to an industry roundtable event.Analysis—Other Compensation."

(4)

Messrs.Mr. Carter and Geelan werewas not a named executive officersofficer for 20162017, and Mr. Baker was not a named executive officer for 2017 or 2017.2018. Accordingly, the table above includes the compensation of both individuals only for the yearapplicable years in which they were one of our named executive officers.

(5)

Mr. Fairman's position as head of public finance was reclassified as a non-executive officer position during 2018.

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Executive Compensation

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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, 2018.2019.

								Estimated Future Payments Under Non- Equity Incentive Plan Awards(1)
																				All Other Stock Awards: Number of Shares of Stock or Units (#)(4)			All Other Option Awards: Number of Securities Underlying Options (#)(5)
																													Grant Date Fair Value of Stock and Option Awards ($)(6)										Estimated Future Payments Under Non-Equity Incentive Plan Awards(1)												All Other Stock Awards: Number of Shares of Stock or Units (#)(4)			All Other Option Awards: Number of Securities Underlying Options (#)						Grant Date Fair Value of Stock and Option Awards ($)(5)
											Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2)(3)															Exercise Price of Option Awards ($/share)																Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2)(3)															Exercise Price of Option Awards ($/share)
					Compensation Committee Approval Date																										Grant Date Fair Value of Stock and Option Awards ($)(6)					Compensation Committee Approval Date																										Grant Date Fair Value of Stock and Option Awards ($)(5)
Name		Grant Date									Estimated Future Payments Under Non- Equity Incentive Plan Awards(1)			Target			Maximum																Grant Date									Estimated Future Payments Under Non-Equity Incentive Plan Awards(1)			Target			Maximum
Chad R. Abraham		​	—		​	—		​	1,952,500					​	—		​	—		​	—		​	—		​	—		​	—			​	—		​	—		​	2,487,500					​	—		​	—		​	—		​	—		​	—		​	—
​		​	2/15/2018		​	2/6/2018		​	—					​	11,562		​	17,343		​	—		​	—		​	—		​	1,040,580			​	2/15/2019		​	2/13/2019		​	—					​	14,054		​	21,081		​	—		​	—		​	—		​	1,045,618
​		​	2/15/2018		​	2/6/2018		​	—					​	—		​	—		​	5,969		​	—		​	—		​	537,210			​	2/15/2019		​	2/13/2019		​	—					​	—		​	—		​	7,158		​	—		​	—		​	532,556
​		​	2/15/2018		​	2/6/2018		​	—					​	—		​	—		​	—		​	49,000		​	99.00		​	1,200,010
Debbra L. Schoneman			—			—			1,062,500						—			—			—			—			—			—				—			—			1,531,250			—			—			—			—			—			—			—
			2/15/2018			2/6/2018			—			3,094			6,188			9,282			—			—			—			556,920
			2/15/2018			2/6/2018			—			—			—			—			3,195			—			—			287,550				2/15/2019			2/13/2019			—			2,805			5,609			8,414			—			—			—			417,310
			2/15/2018			2/6/2018			—			—			—			—			—			32,667			99.00			800,015				2/15/2019			2/13/2019			—			—			—			—			2,857			—			—			212,561
Timothy L. Carter		​	—		​	—		​	462,500		​	—		​	—		​	—		​	—		​	—		​	—		​	—			​	—		​	—		​	796,875		​	—		​	—		​	—		​	—		​	—		​	—		​	—
​		​	2/15/2018		​	2/6/2018		​	—		​	476		​	951		​	1,427		​	—		​	—		​	—		​	85,590			​	2/15/2019		​	2/13/2019		​	—		​	1,221		​	2,442		​	3,663		​	—		​	—		​	—		​	181,685
​		​	2/15/2018		​	2/6/2018		​	—		​	—		​	—		​	—		​	491		​	—		​	—		​	44,190			​	2/15/2019		​	2/13/2019		​	—		​	—		​	—		​	—		​	1,244		​	—		​	—		​	92,554
Frank E. Fairman			—			—			182,000			—			—			—			—			—			—			—
James P. Baker																																		—			—			1,573,438			—			—			—			—			—			—			—
			2/15/2018			2/6/2018			—			1,865			3,729			5,594			—			—			—			335,610				2/15/2019			2/13/2019			—			—			—			—			—			—			—			—
			2/15/2018			2/6/2018			—			—			—			—			1,925			—			—			173,250				2/15/2019			2/13/2019			—			—			—			—			3,428			—			—			255,044
John W. Geelan		​	—		​	—		​	372,438		​	—		​	—		​	—		​	—		​	—		​	—		​	—
R. Scott LaRue																																	​	—		​	—		​	2,765,938		​	—		​	—		​	—		​	—		​	—		​	—		​	—
​		​	2/15/2018		​	2/6/2018		​	—		​	474		​	947		​	1,421		​	—		​	—		​	—		​	85,230			​	2/15/2019		​	2/13/2019		​	—		​	5,308		​	10,615		​	15,923		​	—		​	—		​	—		​	789,756
​		​	2/15/2018		​	2/6/2018		​	—		​	—		​	—		​	—		​	489		​	—		​	—		​	44,010			​	2/15/2019		​	2/13/2019		​	—		​	—		​	—		​	—		​	5,406		​	—		​	—		​	402,207
R. Scott LaRue			—			—			2,368,438			—			—			—			—			—			—			—
			2/15/2018			2/6/2018			—			4,026			8,051			12,076			—			—			—			724,590
			2/15/2018			2/6/2018			—			—			—			—			4,157			—			—			374,130

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(1)

The amounts in this column reflect the (i) the cash compensation earned under our annual incentive program for 20182019 performance and (ii) the portion of the annual incentive compensation earned for 20182019 performance and paid in restricted compensation in the form of restricted investment fund shares under our MFRS planPlan (which was 50% of the restricted compensation for 2018 annual incentive compensation). These amounts correspond to the amounts disclosed under "Non-Equity Incentive Plan Compensation" for 20182019 in the Summary Compensation Table above.

(2)

The amounts in this column reflect the number of PSUs granted to the named executive officers on February 15, 2018,2019, which will be earned and vest based on our adjusted ROE and our TSR as measured on a relative basis compared to a broad index of financial services companies over a 36-month performance period. The number of PSUs granted to each named executive officer was determined by dividing a dollar value for the executive's award by the fair market value of a PSU, rounded up to the nearest whole PSU. The fair market value of each PSU granted on February 15, 2018,2019, was $92.93.$75.78. The 50% portion of the award that vests based on relative TSR was determined to have a fair market value of $47.93$38.58 per PSU, and was determined by using a Monte Carlo simulation, which assumed a risk-free interest rate of 2.40 percent 2.50%and expected stock price volatility of 34.8 percent.31.9%. The remaining 50% of the award that vests based on adjusted ROE was determined to have a fair market value of $45.00$37.20 per PSU, and was determined based on the $90.00$74.40 closing price of a share of our common stock on the New York Stock Exchange on February 15, 2018.2019. The number of PSUs reflected in the table above represents the threshold, target, and maximum number of shares of common stock that may be issued pursuant to the PSU awards depending on the performance metrics that are achieved. If the performance metrics that are achieved for the adjusted ROE and/or the relative TSR measures exceed the target amounts, then the maximum number of shares of common stock that can be earned under the PSU awards are 150% of the target number of shares.

(3)

The February 20182019 PSUs do not provide any voting rights, but do provide the recipient with dividend equivalent rights, which will be paid out in cash at the end of the performance period only on those shares that are ultimately earned and vested under the award. For a more complete description of the PSUs, see "Compensation Discussion and Analysis—Long-Term PSU Awards."

(4)

The amounts in this column reflect restricted PJCcompany common stock awards granted to the named executive officers in February 20182019 based on their 20172018 performance. The shares of restricted stock were granted to these officers on February 15, 2018.2019. All of the restricted stock was granted under the Incentive Plan and will vest in three equal installments on February 16th of each of 2019, 2020, 2021, and 2021,2022, assuming the award recipient complies with the terms and conditions of the applicable award agreement. The restricted stock awards are subject to forfeiture prior to vesting following certain terminations of employment or in the event the award recipient is terminated for cause, misappropriates confidential company information, participates in or is employed by a talent competitor of Piper Jaffray,Sandler, or solicits employees, customers or clients of Piper Jaffray,Sandler, all as set forth in more detail in the applicable award agreement. Recipients have the right to vote all shares of Piper JaffraySandler restricted stock they hold. All shares of restricted PJCPiper Sandler common stock granted prior to 2019 will receive dividends on the restricted stock at the same time and rate as paid to our other shareholders. The number of shares of restricted stock awarded to each named executive officer for 20172018 performance was determined by dividing specified dollar amounts representing a percentage of the individual's total annual incentive compensation for 20172018 by $90.00,$74.40, the closing price of our common stock on the New York Stock Exchange on the February 15, 20182019 grant date.

(5)

The amounts in this column reflect the one-time promotional stock option grant made to Mr. Abraham and Ms. Schoneman in February 2018 in connection with their promotions to CEO and President, respectively. The number of stock options granted to each Mr. Abraham and Ms. Schoneman was determined by dividing a dollar value for the executive's award by the fair market value of a stock option, rounded up to the nearest whole stock option. The stock options were granted with an option exercise price of $99.00, which represented a 10% premium above the $90.00 closing price of a share of our common stock on the New York Stock Exchange on February 15, 2018. The fair market value of each stock option granted was $24.49. This fair market value was determined by using a Black-Scholes valuation, which assumed a risk-free interest rate of 2.82 percent and expected option life of 7 years.The stock options vest in three equal installments on February 15 of each of 2021, 2022, and 2023.

(6)

The grant date fair value is generally the amount the company would expense in its financial statements over the award's service period under FASB ASC Topic 718.

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Executive Compensation

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, 2018.2019.

		Option Awards												Stock Awards													Option Awards												Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable(1)			Option Exercise Price ($)			Option Expiration Date			Number of Shares of Stock That Have Not Vested(2) (#)			Market Value of Shares of Stock That Have Not Vested(3) ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)				Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable(1)			Option Exercise Price ($)			Option Expiration Date			Number of Shares of Stock That Have Not Vested(2) (#)			Market Value of Shares of Stock That Have Not Vested(3) ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
Chad R. Abraham		​	—		​	49,000		​	99.00		​	2/15/2028		​	19,636		​	1,292,835		​	23,977		​	1,578,646			​	—		​	49,000		​	99.00		​	2/15/2028		​	14,296		​	1,142,823		​	27,955		​	2,234,723
Debbra L. Schoneman			—			32,667			99.00			2/15/2028			8,666			570,570			24,809			1,633,425				—			32,667			99.00			2/15/2028			6,350			507,619			15,365			1,228,279
Timothy L. Carter		​	—		​	—		​	—		​	—		​	824		​	54,253		​	951		​	62,614			​	—		​	—		​	—		​	—		​	1,637		​	130,862		​	3,393		​	271,237
Frank E. Fairman			—			—			—			—			9,159			603,029			16,144			1,062,921
John W. Geelan		​	—		​	—		​	—		​	—		​	1,144		​	75,321		​	7,155		​	471,086
James P. Baker																												—			—			—			—			7,466			596,833			—			—
R. Scott LaRue			—			—			—			—			17,086			1,124,943			20,466			1,347,482			​	—		​	—		​	—		​	—		​	10,967		​	876,702		​	21,045		​	1,682,338

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(1)

The stock options vest in three equal installments on February 15 of each of 2021, 2022, and 2023.

(2)

The shares of restricted stock vest on the dates and in the amounts set forth in the table below, so long as the award recipient complies with the terms and conditions of the applicable award agreement.

Vesting Date		Chad R. Abraham		Debbra L. Schoneman		Timothy L. Carter		Frank E. Fairman		John W. Geelan		R. Scott LaRue		Chad R. Abraham		Debbra L. Schoneman		Timothy L. Carter		James P. Baker		R. Scott LaRue
February 16, 2019		12,498		5,173		431		5,960		650		11,525
February 16, 2020		5,148		2,428		229		2,557		331		4,175		7,534		3,380		643		3,472		5,977
February 16, 2021		1,990		1,065		164		642		163		1,386		4,376		2,017		579		2,851		3,188
February 16, 2022														2,386		953		415		1,143		1,802

(3)

The values in these columns are based on the $65.84$79.94 closing sale price of a share of our common stock on the New York Stock Exchange on December 31, 2018.2019.

(4)

The numbers in this column reflect the number of PSUs awarded in May 2016 and February of 2017, 2018, and 20182019 that will vest on May 14, 2019, and December 31February 28 of 2020, 2021, and 2021,2022, respectively, to the extent earned in accordance with the performance metrics over the three-year performance period. Under the awards granted in May 2015, theseThese performance metrics include absolute and relative total shareholder return. With respect to the February 2017 and 2018 awards, these performance metrics includeare adjusted ROE and relative total shareholder return. The number of PSUs shown for the February 2017 and 2018 awards represents the target number of shares of common stock that may be issued pursuant to such award depending on the performance metrics that are achieved.

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Executive Compensation

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Option Exercises and Stock Vested

The following table sets forth certain information concerning stock options exercised and restricted stock and PSU awards vested during the year ended December 31, 2018.2019.

		Option Awards(1)				Stock Awards					Option Awards(1)				Stock Awards
Name		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(2) ($)			Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(2) ($)
Chad R. Abraham		—		—		23,808		2,036,243			—		—		22,534		1,716,273
Debbra L. Schoneman		—		—		18,249		1,490,847			—		—		20,226		1,564,426
Timothy L. Carter		—		—		419		37,519			—		—		431		32,067
Frank E. Fairman		—		—		14,073		940,599
John W. Geelan		—		—		4,612		365,207
James P. Baker											—		—		37,885		2,986,114
R. Scott LaRue		—		—		23,440		2,003,344			—		—		11,525		1,643,881

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(1)

There were no stock options exercised by our named executive officers during 2018.2019.

(2)

The value realized upon vesting of the stock awards is based on the $89.40 and $89.80$74.40 closing sale price of a share of our common stock on the New York Stock Exchange on February 16, and 20, 2018, respectively,2019, the datesdate on which restricted stock awards granted in previous years vested, or the first trading dateday during which the New York Stock Exchange was open followingimmediately preceding the date on which the award vested. In addition, 84.8%100% of the PSUs that were granted to our executive officers in May 20152016 vested following the certification by our Committee that certain total shareholder return metrics were met, and each PSU that vested was settled in a share of our common stock. The value realized upon settlement of the PSUs is based on the $77.25$78.36 closing sale price of a share of our common stock on the New York Stock Exchange on May 21, 2018.17, 2019. Mr. Baker vested with respect to 35,556 shares on May 15, 2019, related to a special employment inducement award granted to him in 2016 in connection with our acquisition of Simmons & Company International. Mr. Baker was one of 31 employees at Simmons who received an inducement award at the time of the acquisition.

Nonqualified Deferred Compensation

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

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

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The following table summarizes information with respect to the participation of the named executive officers in the Deferred Compensation Plan for the year ended December 31, 2018.2019.

Name		Executive Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)(1)		Aggregate Withdrawals/Distributions in Last Fiscal Year ($)		Aggregate Balance at Last Fiscal Year End ($)(2)		Executive Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)(1)		Aggregate Withdrawals/Distributions in Last Fiscal Year ($)		Aggregate Balance at Last Fiscal Year End ($)
Chad R. Abraham		—		—		$405,259		$1,551,222		—		—		$822,063		$979,387
Debbra L. Schoneman		—		—		$219,857		$1,061,175		—		—		$356,945		$913,591
Timothy L. Carter		—		—		—		—		—		—		—		—
Frank E. Fairman		—		—		—		—
John W. Geelan		—		—		—		—
James P. Baker										—		—		—		—
R. Scott LaRue		—		—		—		$7,091,338		—		—		—		$8,474,409

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(1)

None of the named executive officers had any aggregate earnings on their deferred compensation in 2018.2019. The company does not report aggregate earnings or withdrawals in the Summary Compensation Table as part of each named executive officer's compensation because the company does not pay guaranteed, above-market or preferential earnings on deferred compensation.

(2)

The amounts reported in this column for each named executive officer include total amounts deferred from non-equity annual incentive compensation and the returns of each named executive officer on those amounts deferred based on the performance of their notional investment selections. All of these amounts include the following amounts reported in the Summary Compensation Table for prior years: Mr. Abraham: $1,697,000; Ms. Schoneman: $1,104,938; and Mr. LaRue: $5,962,000.

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Potential Payments Upon Termination or Change-in-Control

The following table sets forth quantitative information with respect to potential payments to be made to each of the named executive officers or their beneficiaries upon termination in various circumstances, assuming termination on December 31, 2018.2019. In the following table, unless indicated otherwise, all equity is listed at its dollar value as of December 31, 2018.2019.

		Type of Termination														Type of Termination
Name		Change-in-Control Not Followed by Employment Termination ($)		Involuntary Termination Within 24 Months Following a Change-in-Control ($)		Voluntary Termination ($)		Involuntary Termination Under Severance Plan ($)		Other Involuntary Termination Not for Cause ($)		Death or Disability ($)		Involuntary Termination for Cause ($)		Change-in-Control Not Followed by Employment Termination ($)		Involuntary Termination Within 24 Months Following a Change-in-Control ($)		Voluntary Termination ($)		Involuntary Termination Under Severance Plan ($)		Other Involuntary Termination Not for Cause ($)		Death or Disability ($)		Involuntary Termination for Cause ($)
Chad R. Abraham
Severance(1)		—		—		—		275,000		—		—		—		—		—		—		275,000		—		—		—
Restricted Compensation(2)(3)		—		2,709,784		2,709,784		2,709,784		2,709,784		2,709,784		—		—		2,502,473		2,502,473		2,502,473		2,502,473		2,502,473		—
PSUs(4)		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—
Stock Options(2)(5)		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Debbra L. Schoneman
Severance(1)		—		—		—		250,000		—		—		—		—		—		—		250,000		—		—		—
Restricted Compensation(2)(3)		—		1,203,687		1,203,687		1,203,687		1,203,687		1,203,687		—		—		1,828,271		1,828,271		1,828,271		1,828,271		1,828,271		—
PSUs(4)		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—
Stock Options(2)(5)		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Timothy L. Carter
Severance(1)		—		—		—		212,500		—		—		—		—		—		—		212,500		—		—		—
Restricted Compensation(2)(3)		—		131,330		131,330		131,330		131,330		131,330		—		—		289,077		289,077		289,077		289,077		289,077		—
PSUs(4)		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—
Frank E. Fairman
Severance(1)		—		—		—		212,500		—		—		—
Restricted Compensation(2)(3)		—		1,277,491		1,277,491		1,277,491		1,277,491		1,277,491		—
PSUs(4)		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—
John W. Geelan
James P. Baker
Severance(1)		—		—		—		150,000		—		—		—		—		—		—		212,500		—		—		—
Restricted Compensation(2)(3)		—		155,858		155,858		155,858		155,858		155,858		—		—		1,994,768		1,994,768		1,994,768		1,994,768		1,994,768		—
PSUs(4)		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—
R. Scott LaRue
Severance(1)		—		—		—		212,500		—		—		—		—		—		—		212,500		—		—		—
Restricted Compensation(2)(3)		—		2,358,461		2,358,461		2,358,461		2,358,461		2,358,461		—		—		1,905,443		1,905,443		1,905,443		1,905,443		1,905,443		—
PSUs(4)		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—		Indeterminable		Indeterminable		—		Indeterminable		—		Indeterminable		—

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(1)

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

(2)

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

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(3)

Under the applicable award agreements, all of the restricted stock and mutual fund restricted shares awards will continue to vest following a termination of employment only so long as the termination was not for cause and the employee does not violate certain post-termination restrictions. Vesting is also accelerated upon a company-determined severance event. The amounts in the table reflect

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these terms and conditions and assume compliance with any post-termination vesting requirements that are within the named executive officers' control.

(4)

With respect to the PSU awards, made in May 2016, under the applicable award agreements, each PSU automatically will become one share of restricted stock on the closing date of a change-in-control, and each resulting share of restricted stock will remain restricted until the end of the applicable 36-month performance period. With respect to the PSU award made in February 2017 and February 2018, under the applicable award agreement, if the change-in-control occurs within the first 12-months of the performance period, each PSU automatically will become one share of restricted stock as if the performance under the award would have been achieved at the target level. If the change-in-control occurs within the second or third year of the performance period, each PSU automatically will become one share of restricted stock based on the actual performance achieved as if the date of the change-in-control were the last day of the performance period. If the named executive officer remains continuously employed by us after the closing of the change-in-control through the end of the 36-month performance period, all shares of restricted stock arising from the PSUs will vest on the last day of the performance period. If the named executive officer's employment is terminated after the closing of the change-in-control and prior to the end of the performance period (i) by us without cause, (ii) by the named executive officer for good reason, (iii) in connection with the named executive officer's death or disability or (iv) under such circumstances qualifying as a retirement, all unvested shares of restricted stock arising from the PSUs will vest on the date of termination of the named executive officer's employment with us. Because the number of PSUs that would become shares of restricted stock in the event of a change-in-control depends on the date of the change-in-control, the total amounts are not determinable at this time. If the named executive officer's employment with us terminates because of a company-determined severance event or the named executive officer's, death, disability, or qualifying retirement prior to a change-in-control, then the named executive officer will earn the same number of PSUs that would otherwise be earned pursuant to the award agreement but for the named executive officer's termination or retirement. The 36-month performance period for the PSUs awarded in 2016 ends on May 14, 2019, and the 36-month performance for the PSUs awarded in 2017 and 2018 ends on December 31, 2019, and December 31, 2020, respectively. Therefore, any PSUs that might vest in connection with a named executive officer's termination as a result of a company-determined severance event, or his or her retirement, death or disability is not determinable at this time.

(5)

Under the applicable stock option award agreements, the stock options shall vest ratably on the third, fourth, and fifth anniversary of the date of grant, which was February 15, 2018. If the named executive officer is terminated by the company without cause following the second anniversary of the date of grant, then the portion of the stock option that was scheduled to vest on the next anniversary of the date of grant shall immediately vest in full and may be exercised until February 15, 2028. None of the stock options had any value as of December 31, 2018.2019.

CEO Pay Ratio

We reasonably estimate that the ratio of our CEO's annual total compensation to the annual total compensation of our median employee for our fiscal year ended December 31, 2019 was approximately 25:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.

The 2019 median employee is the same employee that we used to determine the 2018 CEO pay ratio. This employee was substituted in 2018 due to a change in the 2017 median employee's compensation which was not a result of a change in our broader compensation practices. We believe that the 2019 median employee remains representative of our median employee because we did not have any meaningful changes in our employee population or employee compensation arrangements in 2019. We determined the 2019 median employee's annual total compensation for 2019, including any perquisites and other benefits, in the same manner that we determined the annual total compensation of our named executive officers for purposes of the Summary Compensation Table disclosed above.

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approximately 31:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K.

The 2017 median employee that we identified in connection with the proxy statement that we prepared for our 2018 annual shareholders' meeting experienced a change in circumstances in 2018 which resulted in that employee receiving significantly higher total compensation in 2018 as compared to 2017. Because the change in the 2017 median employee's compensation was not a result of a change in our broader compensation practices, we believe that the use of the same 2017 median employee to determine the 2018 CEO pay ratio would result in a significant and unrepresentative change to our pay ratio disclosure. Therefore, consistent with SEC rules, we chose to substitute for the 2017 median employee an employee that had been immediately adjacent to the 2017 median employee. This substituted 2018 median employee had substantially similar 2017 W-2 compensation to that of the 2017 median employee. We believe the substitution of this employee as our 2018 median employee is reasonable because we did not otherwise have any meaningful changes in our employee population or employee compensation arrangements in 2018. We then determined the 2018 median employee's annual total compensation for 2018, including any perquisites and other benefits, in the same manner that we determine the annual total compensation of our named executive officers for purposes of the Summary Compensation Table disclosed above.

The annual total compensation of our 20182019 median employee was determined to be $179,011,$185,719, which we then compared to the annual total compensation of our CEO disclosed above in the Summary Compensation Table of $5,389,867.$4,642,401. The elements included in the CEO's annual total compensation are fully discussed above in the footnotes to the Summary Compensation Table.

Risk Assessment of Compensation Policies and Practices

In early 2019, our management prepared a company-wide inventory and review of our compensation policies and practices for both executive officers and for employees generally, which management discussed with the Compensation Committee. In connection with this review and discussion, we determined that our compensation policies and practices are not reasonably likely to have a material adverse effect on our company.

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Equity Compensation Plan Information

The following table summarizes, as of December 31, 2018, the number of shares of our common stock to be issued upon exercise of outstanding options granted under our equity plans as of December 31, 2018. The table also includes the weighted-average exercise price of options and the number of shares remaining available for future issuance under the plans for all awards.

Plan Category		Number of shares to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of shares remaining available for future issuance under equity compensation plans (excluding shares in first column)
Equity compensation plans approved by shareholders		81,667		$99.00		793,190	(1)
Equity compensation plans not approved by shareholders(2)		—		—		—

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(1)

Based on the 8,200,000 shares currently authorized for issuance under the Incentive Plan. 703,454 shares of restricted stock and 196,565 performance-based restricted share units were issued and outstanding as of December 31, 2018. All of the shares available for future issuance under the Incentive Plan as of December 31, 2018 may be granted in the form of restricted stock, restricted stock units, options or another equity-based award authorized under the plan.

(2)

In 2015, we established the Piper Jaffray Companies 2016 Employment Inducement Award Plan ("Simmons Inducement Plan") in anticipation of the acquisition of Simmons & Company International ("Simmons"). The New York Stock Exchange permits the adoption of an equity compensation plan without shareholder approval if awards under the plan are to be a material inducement to prospective employees to accept employment. Accordingly, we adopted the Simmons Inducement Plan to induce employees of Simmons to accept employment with the company in connection with the acquisition. On May 15, 2016, we issued 286,776 shares of restricted stock to 24 employees who had been associated with Simmons. These shares vest three years from the date of grant. As of December 31, 2018, 254,058 of these shares of restricted stock were issued and outstanding. On August 5, 2016, we terminated the Simmons Inducement Plan as to future grants. No additional shares will be granted under the Simmons Inducement Plan.

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Security Ownership

SECURITY OWNERSHIP

Stock Ownership Guidelines

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

Beneficial Ownership of Directors, Nominees and Executive Officers

The following table shows how many shares of our common stock were beneficially owned as of March 21, 201920, 2020 by each of our directors and executive officers named in the Summary Compensation Table contained in this proxy statement, and by all of our directors and executive officers as a group. The table also includes the number of shares of phantom stock that were deemed owned as of this date by each of our non-employee directors. Unless otherwise noted, the shareholders listed in the table have sole voting and investment power with respect to the shares owned by them.

Name of Beneficial Owner		Shares of Piper JaffraySandler Common Stock*		Phantom Shares**
Chad R. Abraham		60,72475,816(1)		—
Andrew S. DuffJames P. Baker		185,49584,885(2)		—
Timothy L. Carter		5,5809,222(3)		—
Frank E. FairmanJonathan J. Doyle		50,321286,441(4)		—
William R. Fitzgerald		—		15,74317,530
John W. GeelanVictoria M. Holt		—		1,418
R. Scott LaRue		11,23578,780(5)		—
B. Kristine JohnsonAddison L. Piper		14,26126,826(6)		1,8853,922
R. Scott LaRue Debbra L. Schoneman		59,64063,185(7)		—
Addison L. PiperThomas S. Schreier		25,6772,563(8)		3,777
Debbra L. Schoneman		46,037(9)		—
Thomas S. Schreier		1,267(10)		—
Sherry M. Smith		1,1582,307(11)(9)		4,9445,132
Philip E. Soran		6,831(12)(10)		4,9067,873
Scott C. Taylor		8,410(13)(11)		733
Michele Volpi		12,342(14)		—3,204
All directors and executive officers as a group (16(14 persons)		585,629661,220(15)(12)		31,98839,079

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*

None of the individuals identified in this table owns more than 1% of Piper JaffraySandler common stock outstanding with the exception of Mr. DuffDoyle with 1.3%1.7%. As a group, our directors and executive officers hold 3.8% of Piper Sandler common stock. (These percentages are calculated using our

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hold 4.1% of Piper Jaffray common stock. (These percentages are calculated using our outstanding shares as of March 21, 2019.20, 2020.) The holders of restricted stock identified in the footnotes below have no investment power with respect to the restricted stock.

**

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

(1)

Includes 7,534 shares of restricted stock that will vest on February 16, 2020, 4,3767,603 shares of restricted stock that will vest on February 16, 2021, 2,3865,613 shares of restricted stock that will vest on February 16, 2022, 3,228 shares of restricted stock that will vest on February 16, 2023, and 46,42859,372 shares of common stock held directly.

(2)

Includes 7,303 shares of restricted stock that will vest on February 16, 2020, 2,4983,880 shares of restricted stock that will vest on February 16, 2021, 102,173 shares of restricted stock that will vest on February 16, 2022, 1,030 shares of restricted stock that will vest on February 16, 2023, 51,398 shares of common stock held by his two children,family trusts, and 175,68426,404 shares of common stock held directly.

(3)

Includes 643 shares of restricted stock that will vest on February 16, 2020, 5791,193 shares of restricted stock that will vest on February 16, 2021, 4151,029 shares of restricted stock that will vest on February 16, 2022, 615 shares of restricted stock that will vest on February 16, 2023, and 3,9436,385 shares of common stock held directly.

(4)

Includes 2,694162,155 shares of restricted stock that Mr. Doyle received as consideration for his equity interests in Sandler O'Neill which will vest ratably on February 16, 2020, 781January 3 of 2021, 2022, and 2023, and 124,286 shares of restricted stock which Mr. Doyle received for employment retention in connection with our acquisition of Sandler O'Neill that will vest ratably on January 17 of 2023, 2024, and 2025.

(5)

Includes 4,998 shares of restricted stock that will vest on February 16, 2021, 1393,612 shares of restricted stock that will vest on February 16, 2022, and 46,707 shares of common stock held directly.

(5)

Includes 5291,810 shares of restricted stock that will vest on February 16, 2020, 361 shares of restricted stock that will vest on February 16, 2021, 198 shares of restricted stock that will vest on February 16, 2022,2023, and 10,147 shares of common stock held directly.

(6)

Includes 8,731 shares of common stock held directly, 1,200 shares of common stock held in an individual retirement account, and 4,330 shares of common stock held in a family trust.

(7)

Includes 5,977 shares of restricted stock that will vest on February 16, 2020, 3,188 shares of restricted stock that will vest on February 16, 2021, 1,802 shares of restricted stock that will vest on February 16, 2022, and 48,67368,360 shares of common stock held in a revocable living trust of which Mr. LaRue is trustee and both Mr. LaRue and Mr. LaRue's spouse are beneficiaries.

(8)(6)

Includes 24,62725,776 shares of common stock held directly, and 1,000 shares of common stock held in an individual retirement account. The amount for Mr. Piper also includes 50 shares of common stock held by Mr. Piper's spouse, as to which he disclaims beneficial ownership because he does not have voting or dispositive power over the shares.

(9)(7)

Includes 3,380 shares of restricted stock that will vest on February 16, 2020, 2,0173,197 shares of restricted stock that will vest on February 16, 2021, 9532,133 shares of restricted stock that will vest on February 16, 2022, 1,181 shares of restricted stock that will vest on February 16, 2023, and 39,68756,674 shares of common stock held directly.

(10)(8)

All shares beneficially owned by Mr. Schreier are held directly.

(11)(9)

All shares beneficially owned by Ms. Smith are held directly.

(12)(10)

All shares beneficially owned by Mr. Soran are held directly.

(13)(11)

All shares beneficially owned by Mr. Taylor are held directly.

(14)

All shares beneficially owned by Mr. Volpi are held directly.

(15)(12)

Includes 28,06054,051 shares of restricted stock that will vest on February 16, 2020, 13,800January 3, 2021, 21,502 shares of restricted stock that will vest on February 16, 2021, 5,89354,052 shares of restricted stock that will vest on January 3, 2022, 15,028 shares of restricted stock that will vest on February 16, 2022, 54,052 shares of restricted stock that will vest on January 3, 2023, 41,428 shares of restricted stock that will vest on January 17, 2023, 8,134 shares of restricted stock that will vest on February 16, 2023, 41,429 shares of restricted stock that will vest on January 17, 2024, 41,429 shares of restricted stock that will vest on January 17, 2025, and 537,876330,118 shares of common stock held directly, by family members, by family trusts or by an individual retirement account.

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Beneficial Owners of More than Five Percent of Our Common Stock

Based on filings made under Section 13(g) of the Securities Exchange Act of 1934, the persons known by us to be beneficial owners of more than 5% of our common stock, as of March 21, 2019,20, 2020, were as follows:

Name of Beneficial Owner		Shares of Piper JaffraySandler Common Stock		Percent of Class
BlackRock, Inc.
55 East 52nd Street New York, NY 10055		2,248,5182,237,233(1)		15.8%15.6%
The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, PA 19355		1,478,8441,536,061(2)		10.4%10.7%

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(1)

This information is based on a Schedule 13G/A filed with the Securities and Exchange CommissionSEC on January 31, 2019,February 4, 2020, by BlackRock, Inc. ("BlackRock"). BlackRock reported sole voting power as to 2,172,9312,202,416 shares and sole dispositive power as to 2,248,5182,237,233 shares.

(2)

This information is based on a Schedule 13G/A filed with the Securities and Exchange CommissionSEC on February 11, 2019,12, 2020, by The Vanguard Group, Inc.("Vanguard"). Vanguard reported that it has sole voting power as to 14,70813,082 shares, shared voting power as to 3,5883,288 shares, sole dispositive power as to 1,461,9331,521,076 shares, and shared dispositive power as to 16,91114,985 shares.

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Section 16(a) Beneficial Ownership Reporting Compliance

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors to file initial reports of ownership of our securities and reports of changes in ownership with the Securities and Exchange Commission. Based on our knowledge and on written representations from our executive officers and directors, we believe that all Section 16(a) filing and disclosure requirements applicable to our executive officers and directors for 2018 have been satisfied.

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Certain Relationships and Related Transactions

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Compensation Committee Interlocks and Insider Participation

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

Transactions with Related Persons

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

We engage in ordinary course trading, brokerage and similar transactions with BlackRock and The Vanguard Group, both of whom are 5% or greater shareholders of the company. The transactions we conduct with these firms are negotiated on an arms-length basis and contain customary terms and conditions.

From time to time, we permit our employees, including executive officers, and directors who are accredited investors to personally invest in private funds managed by Piper Jaffray or our asset management subsidiariesSandler to support marketing efforts for these funds. To encourage employee participation in these private funds, they may be offered to employees, including executive officers, on a reduced or no management fee basis. No distributions, consisting of profits and other income and/or return of amounts initially invested, exceeded $120,000 from funds managed by Piper Jaffray or our asset management subsidiariesSandler were made to our executive officers or directors during 2018,2019, except for a distribution from our merchant banking fund to Mr. LaRue in the amount of $129,779 and Mr. Soran in the amount of $492,024$383,149 following a liquidity event achieved by the fund. With respect to registered funds advised or sub-advised by our asset management subsidiaries, executive officers and directors may invest their personal funds in these funds on substantially the same terms and conditions as other similarly-situated investors in these funds who are neither directors nor employees.

Review and Approval of Transactions with Related Persons

To minimize actual and perceived conflicts of interests, the Board has adopted a written policy governing our company's transactions where the aggregate amount involved is reasonably expected to exceed $120,000 and any of the following persons has or may have a direct or indirect interest: (a) our executive

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Certain Relationships and Related Transactions

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officers or directors (including nominees), (b) shareholders who own more than 5% of our common stock, (c) immediate family members of any executive officer or director (including nominees), and (d) the primary business affiliation of any person described in (a), (b) or (c). Unless exempted from the policy, related person transactions must be submitted for review by ourthe Nominating and Governance

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Certain Relationships and Related Transactions

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

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Audit Committee Report

AUDIT COMMITTEE REPORT AND PAYMENT OF FEES
TO OUR INDEPENDENT AUDITOR

Audit Committee Report

The primary function of our Audit Committee is oversight of our financial reporting process, publicly filed financial reports, internal accounting and financial controls, and the independent audit of the consolidated financial statements. The consolidated financial statements of Piper JaffraySandler Companies for the year ended December 31, 20182019 were audited by Ernst & Young LLP, independent auditor for the company.

As part of its activities, the Committee has:

1.

Reviewed and discussed with management and the independent auditor the company's audited financial statements;



2.

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



3.

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

Management is responsible for the company's system of internal controls and financial reporting process. Ernst & Young LLP is responsible for performing an independent audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board and for issuing a report thereon. Our Audit Committee's responsibility is to monitor and oversee these processes. Based on the foregoing review and discussions and a review of the report of Ernst & Young LLP with respect to the consolidated financial statements, and relying thereon, we have recommended to the Board of Directors of Piper JaffraySandler Companies the inclusion of the audited consolidated financial statements in Piper Jaffray'sthe company's Annual Report on Form 10-K for the year ended December 31, 2018,2019, for filing with the Securities and Exchange Commission.SEC.

Audit Committee of the Board of Directors of Piper JaffraySandler Companies
Sherry M. Smith,Chairperson
Thomas S. Schreier
Scott C. Taylor

Auditor Fees

Ernst & Young LLP served as our independent auditor for 2019 and 2018. The following table presents fees for professional audit services for the audit of our annual consolidated financial statements for 2019

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Auditor Fees

Ernst & Young LLP served as our independent auditor forand 2018, and 2017. The following table presents fees for professional audit services for the audit of our annual consolidated financial statements for 2018 and 2017, as well as fees for the review of our interim consolidated financial statements for each quarter in 20182019 and 20172018 and for all other services performed for 20182019 and 20172018 by Ernst & Young LLP.

		2018		2017		2019		2018
Audit Fees		$1,349,000		$1,247,900		$1,639,500		$1,349,000
Audit-Related Fees(1)		$176,100		$221,200		$169,500		$176,100
Tax Fees		$0		$0		$0		$0
All Other Fees(2)		$64,995		$325,880		$3,350		$64,995
​	​	​	​	​	​	​	​	​
Total		$1,590,095		$1,794,980		$1,812,350		$1,590,095
​	​	​	​	​	​	​	​	​
​		​	​	​
​		​	​	​

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(1)

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. Specifically, the services provided for 20182019 and 20172018 included services relating to IRA Keogh agreed-upon procedures, employee benefit plan audits, audit procedures related to accounting records required to respond to or comply with financial, accounting, or regulatory matters, internal control reviews and assistance with internal control reporting requirements, including the security custody surprise audit count, and the issuance of an independent auditor's report on controls placed in operation and tests of operating effectiveness. The services provided also include audit services provided to consolidated investment funds of our alternative asset management business and certain of our merchant banking funds. In addition to the amounts disclosed in the table above, certain nonconsolidated private investment funds of Advisory Research, Inc. ("ARI"), our primaryformer asset management business, engageengaged Ernst & Young LLP to provide audit services for the funds.funds in 2018. The total amounts paid by the ARI funds to Ernst & Young LLP for these audit services was $202,000 in 2018 and $339,735 in 2017.2018.

(2)

Other fees include our subscription fee for online research provided by Ernst & Young LLP. In addition, in 2018, we engaged Ernst & Young LLP to provide due diligence consulting services in connection an investment being evaluated by one of our merchant banking funds, and paid $10,000 for these services. In additionAlso in 2018, we paid $50,000 in fees related to accounting advisory services. In 2017, we engaged Ernst & Young LLP to provide consulting services related to our risk assessment and risk management program, and paid $9,000 for these services. In addition, in 2017, we paid $316,880 in fees related to accounting advisory services. All of these amounts and the services provided were pre-approved by our Audit Committee in accordance with our pre-approval policy (described below) that applies to any non-audit services that Ernst & Young LLP is engaged to provide. Lastly, $4,995 of this amount in 2017 and 2018 relates to a subscription fee for online research provided by Ernst & Young LLP.

Auditor Services Pre-Approval Policy

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

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

OurThe Audit Committee has determined that the provision of the non-audit services described in the table above was compatible with maintaining the independence of our independent auditor. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the auditor's independence. On February 22, 2018,28, 2019, the Audit Committee pre-approved certain services to be provided by our independent auditor relating to engagements occurring on or after that date, and pre-approved any additional audit or audit-related services as disclosed above as necessary during the year.

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PROPOSAL TWO—RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

The Audit Committee of the Board has selected Ernst & Young LLP to serve as our independent auditor for the year ending December 31, 2019.2020. While it is not required to do so, the Board is submitting the selection of Ernst & Young LLP for ratification in order to ascertain the views of our shareholders with respect to the choice of audit firm. If the selection is not ratified, the Audit Committee will reconsider its selection. Representatives of Ernst & Young LLP are expected to be present at the annual meeting, will be available to answer shareholder questions and will have the opportunity to make a statement if they desire to do so.

The Board of Directors recommends that you vote FOR ratification of the selection of Ernst & Young LLP as the independent auditor of Piper JaffraySandler Companies and our subsidiaries for the year ending December 31, 2019.2020. Proxies will be voted FOR ratification of this selection unless otherwise specified.

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

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

In 2018,2019, we achieved strong performance, with our second-highestrecord adjusted net revenues, adjusted net income, and adjusted earnings per share, on record, based on awhich reflects strong, broad-based contributions from all of our businesses combined with strong operating discipline. Our 2019 performance by our advisory services business and the strongest performance by our equity financing business since 2007. The performances by our advisory services and equity financing businesses helped to offset challenging market conditions for our public finance, institutional brokerage, and asset management businesses during the year.highlights include:

20182019 Operating Performance Highlights

Despite the strength that our platform demonstrated during the year, the decline in our operating results in 2018 from a record achievements in 2017 had a significant impact on our named executive officers' 2018 incentive compensation, which was down 23.8% from 2017. The following are some of the key highlights of our 2018 executive compensation program:

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

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20182019 Executive Compensation Program Highlights

•

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



•

Total incentives are directly tied to our adjusted pre-tax operating income, a measurement of our profitability.

		Adjusted Pre-Tax Operating Income		Named Executive Officers' Annual Incentive Awards* (cash, time-vested restricted compensation, and PSUs)

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*

The year-over-year annual incentive comparisoncomparisons includes Messrs. Abraham, Fairman,Carter, and LaRue and Ms. Schoneman, and does not include Messrs. Carter and Geelan,Mr. Baker, who werewas not a named executive officersofficer in 2017.2018. The annual incentive amounts donot include the stock option grants made in February 2018 to Mr. Abraham and Ms. Schoneman, which were one-time grants related to their promotions to CEO and President, respectively.

•

For 20182019 performance, total incentive compensation paid to our named executive officers in annual incentives and long-term PSU awards decreasedincreased by 23.8%16.8%, reflecting the declineincrease in our adjusted pre-tax operating income caused by challenging market conditions forfrom the record performance of our public finance, institutional brokerage,advisory services business, which achieved revenues of $440.7 million during 2019, and asset management businesses. These challenging conditions were partially off-set by the strong performancesperformance of our equity financing andbusiness along with the improved performance of our advisory services business.institutional brokerage businesses as compared to 2018.

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

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

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

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PROPOSAL FOUR—APPROVAL OF THE AMENDMENT TO THE PIPER SANDLER COMPANIES AMENDED AND RESTATED 2003 ANNUAL AND LONG-TERM INCENTIVE PLAN

The Board of Directors recommends that you vote FOR approval of the amendment to the Amended and Restated 2003 Annual and Long-Term Incentive Plan.

In the event that the proposal is not approved, we do not anticipate that we can complete the equity award grant for 2020 annual incentive compensation to be granted in February 2021. If sufficient shares are not available, we would be forced to increase the cash or mutual fund restricted share component of our annual incentive compensation to make up for the missing equity component. We believe this would not be in our shareholders' best interests as it would remove incentives aligning our employees and our senior leaders with shareholders to drive firm-wide performance and create long-term shareholder value.

The Board has unanimously approved, upon the recommendation of the Compensation Committee, an amendment to the Incentive Plan to increase the number of shares of our common stock that may be issued thereunder by 1,200,000. This amendment is subject to the approval of our shareholders at the 2020 annual meeting. The last time we obtained shareholder approval to increase the shares authorized was in 2015, when such approval increased the shares authorized to the current level of 8,200,000. We expect that shareholder approval of the amendment would allow us to continue granting equity awards to our employees for approximately two to three years based on historical granting practices and the recent trading price of our shares of common stock.

The Board of Directors recommends that you vote FOR this proposal. Proxies will be voted FOR the approval of the amendment to the Incentive Plan.

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Proposal Four: Approval of the Amendment to the Incentive Plan

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Highlights of the Proposal

What is the purpose of this proposal?	​	​ Based on our historical grant practices and the dramatic growth in the number of our revenue-generating employees following our acquisition of Sandler, in the event that the proposal is not approved, we do not anticipate that we can complete the equity award grant for 2020 annual incentive compensation to be granted in February 2021. If sufficient shares are not available, we would be forced to increase the cash or mutual fund restricted share component of our annual incentive compensation to make up for the missing equity component. We believe this would not be in our shareholders' best interests as it would remove incentives aligning our employees and our senior leaders with shareholders to drive firm-wide performance and create long-term shareholder value.
	​	As a human capital-based business that must competitively compensate, retain, and align our highly skilled and productive revenue-generating employees, our Incentive Plan is a key component of our firm-wide compensation program, as we grant shares primarily in the form of time-vested restricted stock for annual incentive compensation as well as for hiring and retention efforts. Because we rely on revenue-generating employees for our business, our use of restricted stock for annual incentive compensation and for hiring and retention efforts is necessarily broad, as evidenced by the fact that approximately 21% of our employees have received a grant of shares from our Incentive Plan over the past three years.
	​	It has been five years since we last sought shareholder approval for additional shares to be authorized under our Incentive Plan. Shareholder approval of this proposal would allow us to continue to grant equity to our employees for approximately two to three years, i.e., through the annual incentive compensation grant in February 2022 or 2023, consistent with our past practices and the recent trading price of our shares of common stock.

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Proposal Four: Approval of the Amendment to the Incentive Plan

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How does the company offset the dilution caused by the equity plan?	​	Over the long-term, we have sought to address shareholder concerns about dilution through share repurchases. Over the past five years, we have repurchased 5,123,991 shares of our common stock (and an additional 1,340,229 have been returned to the Incentive Plan through forfeiture or tax withholdings over the same time period).These share repurchases haveoffset all of the equity that we have granted during that period, including equity granted under our Incentive Plan, special employment inducement award plans, and as restricted stock used as a portion of deal consideration in connection with our acquisition of Simmons, as demonstrated by the table below:
	​	Year	​	All Shares Granted	​	Shares Repurchased During Fiscal Year	​	Weighted Average Basic Common Shares Outstanding
	​	2015	​	929,933	​	2,459,400	​	14,368,000
	​	2016	​	2,504,170(1)	​	1,536,226	​	12,674,000
	​	2017	​	318,559	​	36,936	​	12,807,000
	​	2018	​	453,911	​	681,233	​	13,234,000
	​	2019	​	507,442	​	410,196	​	13,555,000
	​	Total	​	4,714,015	​	5,123,991	​	N/A
	​	We remain committed to managing dilution over the long term, and our Board approved a new two-year, $150 million authorization under our share repurchase program which became effective on January 1, 2020. The amount of repurchases in future years will depend on a number of factors, including our choices with respect to our capital allocation strategy and market conditions.
How does the company's use of equity compare to its peers?	​	The rate at which a company grants equity compared to the number of outstanding shares of company stock is referred to as the company's "burn rate." Some shareholders view the burn rate as a helpful measure to compare the rates at which peer companies have granted equity. The more equity that a company grants in relation to the total number of its shares of common stock outstanding, the higher that company's burn rate will be.
	​	Over the past three years, our average burn rate has been 3.2%, which isbelow the median of the peer group that we used for compensation purposes in 2019, according to an analysis prepared by our independent compensation consultant, FW Cook.
	​	3.2%			​	4.4%
	​	Our average burn rate from 2017 to 2019.			​	The median 2017 to 2019 average burn rate of our compensation peer group.

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(1)

This figure includes 1,174,865 shares of restricted stock granted as deal consideration in connection with our acquisition of Simmons.

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Proposal Four: Approval of the Amendment to the Incentive Plan

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How will the additional 1.2 million shares affect current shareholders?	​	Aggregate potential dilution is intended to be a measure of the total potential shareholder dilution posed by an equity plan. Based on the total number of outstanding unvested equity awards and potential future awards under our existing equity plan as of March 20, 2020, if the Incentive Plan is approved by shareholders, the potential dilution associated with the Incentive Plan will be 21.3%, which is near the median of our compensation peer group of companies according to an analysis prepared by FW Cook.
	​	​ Importantly, this potential dilution includes two special employment inducement award plans that we adopted in connection with our acquisitions of Weeden & Co. and Sandler. Excluding those inducement plans, the potential dilution associated with the Incentive Plan will be 14.0%.

	​	21.3% Our potential dilution including the amended Incentive Plan and the special employment inducement award plans, as of March 20, 2020. 14.0% Our potential dilution including the amended Incentive Plan, butexcluding the special employment inducement award plans, as of March 20, 2020.	​	21.1% Themedian potential dilution of our peer group (calculations generally reflect data as of our peer companies' 2019 fiscal year-ends, the most recent period for which complete information is publicly available).
	​	Additionally, share repurchases have offset the amount of equity we have granted to employees during the past five years, as mentioned above, further reducing the dilutive effect of our equity grants.

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Proposal Four: Approval of the Amendment to the Incentive Plan

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How does the company use equity?	​	We use equity with our revenue-generating employees and senior leaders in accordance with our compensation philosophy and objectives.Our most significant use of equity arises from our annual incentive compensation, which is earned based on revenue already generated, where we grant a portion of our revenue-generating employees' and senior leaders' annual incentive compensation in restricted equity awardsin lieu of cash. Over the past three years, these restricted equity awards for annual incentives have been granted to approximately 21% of our employees, and have made up 59% of the restricted equity compensation we have granted over that time.
	​	Below is an overview of how we have used equity over the past three fiscal years:
	​	Annual Incentives	​	Hiring and Retention	​	PSUs & Options
	​		​		​
	​	59% of the equity awards that we have granted have beenin lieu of cash for annual incentives based on performance and profitability, with approximately21% of our employees receiving such awards.	​	24% of the equity awards that we have granted have been used in connection with hiring and retention of revenue-generating employees,including retention related to the acquisition of Weeden & Co.	​	17% of the equity awards that we have granted have been to senior leaders for our performance-based long-term incentive award program or a one-time option grant in 2018.

Will any other term of the Incentive Plan change if this amendment is approved?	​	If this proposal is approved by shareholders, an additional 1,200,000 shares will be authorized and the term of the Incentive Plan will be extended from May 2025 to May 2030. As discussed above, we expect to need shareholder approval to amend the Incentive Plan again to add additional shares before the Incentive Plan is scheduled to expire.
	​	The Incentive Plan will also be updated to include the following amendments: • An annual limitation on awards granted and total compensation paid to non-employee directors of $600,000.

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Proposal Four: Approval of the Amendment to the Incentive Plan

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	​	• An annual limitation on awards granted to an employee, officer, consultant, independent contractor, or advisor in the amount of 500,000 shares. • A prohibition on the payment of dividend equivalents on stock options and stock appreciation rights and a requirement that any dividends and dividend equivalents accrued on unvested awards may not be paid until all conditions or restrictions relating to the underlying shares of the award have been satisfied, waived, or lapsed. • Various conforming amendments to reflect the amendments to Section 162(m) made by the Tax Reform Act.
	​	The Incentive Plan and our compensation policies will continue to retain the following features: • No "evergreen" provision (which would automatically increase the number of shares). • Double-trigger change-in-control provisions. • No hedging of equity-based awards permitted by our employees (including executive officers) and directors. • No repricing or below-market grants of stock options and stock appreciation rights (SARs) permitted. • All incentive awards to executive officers under the Incentive Plan will be subject to recovery under our clawback policy.
Why does the Board of Directors recommend that I vote FOR this proposal?	​	Without your approval of this proposal, we do not anticipate having sufficient equity to complete our anticipated annual incentive compensation grant in February 2021. The ability to issue equity is fundamental to our compensation philosophy and core objectives for the following reasons: • Pay for performance—We pay for performance. Our employees' annual incentives are based on our profitability. We grant a portion of our revenue-generating employees' and senior leaders' annual incentives in the form of restricted equityin lieu of cash for services already performed and profits already generated. On average over the past three years, these restricted equity awards for services already performed and revenue already generated have been granted to approximately 21% of our employees, and have made up 59% of the equity awards we have granted over that time.

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Proposal Four: Approval of the Amendment to the Incentive Plan

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	​	• Sustain and strengthen the franchise—We operate in a highly competitive industry and our results are driven in large part by the talents, expertise, and efforts of our revenue-generating employees. Our compensation program, including our ability to grant equity awards, is the primary means by which we attract and recruit new employees. In addition, nearly all of our equity awards are restricted, which means they generally vest ratably over three years' time only so long as the employee remains employed by us or refrains from working for a deemed talent competitor. These restrictions provide a powerful retention tool with respect to the revenue-generating employees upon whom the future growth and success of our company depend. • Align risk and reward—We are committed to using a mix of compensation to create an environment that encourages increased profitability for the company without undue risk taking. Our use of equity compensation in lieu of cash allows us to tie a portion of our revenue-generating employees' compensation to our company's long-term results, performance, and financial strength. • Align employees with shareholders—By providing our revenue-generating employees with an ownership stake in our company, our use of equity compensation incentivizes these employees to create long-term value for our shareholders.
	​	Your approval of this proposal would allow us to continue to grant equity to our employees in connection with our annual incentive compensation, long-term incentive awards, and hiring and retention efforts for approximately two to three years, consistent with our past practices and the recent trading price of our shares of common stock. We believe that two to three years' time provides our shareholders the opportunity to regularly vote on our equity plan and allows us to respond to evolving compensation practices.

The material features of the Incentive Plan are provided below in the section titled "Description of the Incentive Plan." A copy of the Incentive Plan as proposed to be amended is attached as Appendix A. The summary of the Incentive Plan provided in this proxy statement is qualified in its entirety by reference to the text of the Incentive Plan provided in Appendix A.

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Proposal Four: Approval of the Amendment to the Incentive Plan

Shares Available under the Incentive Plan

As of March 20, 2020, we had approximately 456,587 shares available for grant under our existing Incentive Plan. This figure reflects the 664,055 shares we had available for future issuance under the Incentive Plan as of December 31, 2019, minus 247,078 shares granted in the form of restricted stock for annual incentive awards or for hiring or retention to employees or directors through March 20, 2020, minus 56,066 shares granted in the form of long-term PSU awards, plus 95,676 shares returned to the Incentive Plan in connection with tax withholding upon vesting or cancellation. We currently expect to grant up to an additional 95,000 shares during 2020 in connection with our anticipated recruiting and retention efforts, leaving approximately 361,587 shares available for the February 2021 grant, assuming we do not make any other equity award grants during 2020. Given the dramatic growth in the number of our revenue-generating employees following our acquisition of Sandler, we do not believe that these shares will be sufficient to complete our annual incentive compensation grant in February 2021. Therefore, the additional 1,200,000 shares for which we are seeking approval is necessary in order to allow us to continue our compensation program using the same mix of cash and equity as we have in recent annual grants and which we believe have generated superior shareholder value.

Historical Equity Award Granting Practices

Although burn rate is just one factor that we believe shareholders should consider when assessing the Incentive Plan, we believe that our three-year average burn rate of 3.2%, which isbelow the median of our peer group, is reasonable, and demonstrates that we have been disciplined and have maintained sound equity compensation practices in light of our compensation philosophy and objectives.

Over the long-term, we have sought to address shareholder concerns about dilution through share repurchases. However, the parameters under which we choose to repurchase shares are set in light of our overall capital allocation strategy, and the rate or timing of any share repurchases can be affected by market conditions. Over the past five years, we have repurchased 5,123,991 shares of our common stock (and an additional 1,340,229 have been returned to the Incentive Plan through forfeiture or tax withholdings over the same time period).These share repurchases haveoffset all of the equity that we have granted during that period, including equity granted under our Incentive Plan, special employment inducement award plans, and as restricted stock used as a portion of deal consideration in connection with our acquisition Simmons, as demonstrated by the table below:

Year		All Shares Granted			Shares Repurchased During Fiscal Year			Weighted Average Basic Common Shares Outstanding
2015		​	929,933		​	2,459,400		​	14,368,000
2016			2,504,170	(1)		1,536,226			12,674,000
2017		​	318,559		​	36,936		​	12,807,000
2018			453,911			681,233			13,234,000
2019		​	507,442		​	410,196		​	13,555,000
Total			4,714,015			5,123,991			N/A

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(1)

Figure includes 1,174,865 shares of restricted stock granted as deal consideration in connection with our acquisition of Simmons.

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Proposal Four: Approval of the Amendment to the Incentive Plan

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The rate at which a company grants equity compared to the number of outstanding shares of company stock is referred to as the company's "burn rate." Burn rate is a direct measure of how a company utilizes the share reserves that are approved by shareholders. We calculate burn rate by dividing (a) the number of shares subject to equity awards granted during the period by (b) the weighted average basic common shares outstanding during the period. Our burn rate for all equity awards has averaged 3.2% over the past three fiscal years. The following table provides an overview of our grant history over the past three years under our Incentive Plan and the 2019 Employment Inducement Award Plan that we adopted in connection with our acquisition of Weeden & Co. in 2019:

		2019			2018			2017			Three-Year Average
Annual Equity Grants		​			​			​			​
Restricted Equity Granted under the Incentive Plan for Annual Incentive Compensation			247,294			267,423			198,981			237,900
Equity Granted for Long-Term Incentive Program (PSUs)		​	39,758		​	53,796		​	35,981		​	43,179
One-time Stock Option Grant			—			81,667			—			27,223
Equity Granted in Connection with Hiring or Retention		​	118,042		​	43,071		​	49,768		​	70,294
Equity Granted to Non-Employee Directors			4,596			7,954			33,829			15,460
Equity Granted for Retention in Acquisition of Weeden & Co.(1)		​	97,752		​	—		​	—		​	N/A
Total Equity Granted			507,442			453,911			318,559			426,638
Weighted Average Basic Common Shares Outstanding		​	13,555,000		​	13,234,000		​	12,807,000		​	N/A
Burn Rate(2)			3.7	%		3.4	%		2.5	%		3.2	%(3)

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(1)

The equity granted for retention in connection with our acquisition of Weeden & Co. was granted outside of our Incentive Plan under a special 2019 Employment Inducement Award Plan. The grants made under this plan were made to Weeden & Co. employees in the form of restricted stock, which vest only if the employee remains employed by the company through the applicable vesting dates. Although granted outside of our Incentive Plan, we have included these shares in this table to give a perspective on our overall equity usage.

(2)

This figure is calculated by dividing the "Total Equity Granted" figure by the corresponding "Weighted Average Basic Common Shares Outstanding" figure. This figure is not adjusted for forfeitures or cancellation of awards, which would further reduce the burn rate if taken into account.

(3)

Determined by taking the average of the burn rates over the three years shown.

Because we have not yet made all of the grants we anticipate making in 2020, we have omitted 2020 grant activity from the table above. However, in February 2020, equity compensation awards to employees consisted of 247,078 shares of restricted stock and 56,066 PSU shares. We currently expect to grant up to an additional 95,000 shares during 2020 in connection with our anticipated recruiting and retention efforts. In addition, on January 3, 2020, in connection with the closing of our acquisition of

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Sandler, the company granted 1,214,937 shares under the 2020 Employment Inducement Award Plan to employees of Sandler in the form of restricted stock that will vest only if the recipient remains an employee of the company through the applicable vesting date. We also granted 1,534,465 shares of restricted stock outside of any equity plan to employee-shareholders of Sandler as a portion of the deal consideration that they received in the acquisition, which vests ratably over three years.

Some shareholders find it important to compare a company's burn rate with that of its peers as a way of measuring the rate at which a company is granting equity. The following table summarizes, as of December 31, 2019, our annual burn rate as compared with the peer group we use for compensation purposes as described in the "Compensation Discussion and Analysis" section above, including Canaccord Genuity Group Inc., Jefferies Financial Group Inc., Cowen Group, Inc., Lazard Ltd., Evercore Partners Inc., Moelis & Co., FTI Consulting, Inc., Oppenheimer Holdings Inc., Greenhill & Co., PJT Partners, Inc., Houlihan Lokey, Inc., and Stifel Financial Corp. The peer group data was compiled by FW Cook, the independent compensation consultant to the Compensation Committee, based on publicly available data as of December 31, 2019.

		Burn Rate: Shares Granted as % of Weighted Average Basic Common Shares Outstanding(1)
Name		2019			2018			2017			3-Year Average
Piper Sandler Companies			3.7	%		3.4	%		2.5	%		3.2	%
Peer Group—75th Percentile			7.1	%		6.6	%		6.4	%		6.6	%
Peer Group—Median			6.3	%		3.9	%		4.6	%		4.4	%
Peer Group—25th Percentile			2.8	%		2.2	%		1.9	%		2.4	%

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(1)

Data as of December 31, 2019. The burn rate is calculated by dividing (a) the number of shares subject to equity awards granted during the period under equity plans by (b) the weighted average basic common shares outstanding during the period. The three-year average 75^th, median, and 25^th percentile figures for the peer group represents the figures determined using each peer group company's three-year average burn rate, and are not the average of the figures shown in the table.

Expected Dilution

We recognize that some shareholders focus on the potential dilutive effect of a company's equity plan. Aggregate potential dilution is intended to be a measure of the total potential shareholder dilution posed by an equity plan, which we calculate on a "fully-diluted" basis by dividing (a) outstanding equity grants plus shares available for future grant, by (b) the total common shares outstanding plus outstanding equity grants plus shares available for future grants.

Based on the total number of outstanding unvested equity awards and potential future awards under our existing equity plan and the number of shares of common stock that are issued and outstanding as of March 15, 2020, the total of the potential shareholder dilution resulting from issuing all shares authorized under the Incentive Plan, if approved, would be 21.3%. This potential dilution is aligned with the median of our peer group of 21.1%, based on calculations generally reflecting information as of our peer companies' 2019 fiscal year-ends, the most recent period for which complete information is publicly available for most of our peers.

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Importantly, the potential dilution of 21.3%includes two special employment inducement award plans that we adopted in connection with our strategic growth acquisitions of Weeden & Co. (the "2019 Employment Inducement Award Plan") and Sandler (the "2020 Employment Inducement Award Plan"). We adopted both of these plans at the closing of the relevant acquisition in order to make a special, one-time grant of time-vested restricted stock to key revenue-generating employees of Weeden & Co. and Sandler, respectively. These time-vested restricted stock grants will vest only if the recipient continues to be an employee of our company through the applicable vesting period, which is intended to allow us to realize the benefits of our acquisitions of Weeden & Co. and Sandler. The number of shares granted to employees of Sandler was particularly significant given Sandler's size, and the transformational nature of that acquisition, which is fully discussed above in the section titled "Compensation Discussion and Analysis—Our Transformational Acquisition of Sandler O'Neill & Partners."

A summary of the shares granted under the 2019 Employment Inducement Award Plan and the 2020 Employment Inducement Award Plan are below:

		# of Shares of Restricted Stock Awarded			# of Employees that Received an Award			Length of Time of Employment Required for the Award to Vest
2019 Employment Inducement Award Plan			97,752			42		3 to 4 years
(Weeden & Co.)
​	​	​	​	​	​	​	​	​
2020 Employment Inducement Award Plan			1,214,937			103		18 months / 3 to 5 years
(Sandler)

Excluding the 2019 Employment Inducement Award Plan and the 2020 Employment Inducement Award Plan, the potential dilution associated with the Incentive Plan will be 14.0%. A summary of the potential dilution associated with the Incentive Plan as compared with our peer group follows:

21.3% Our potential dilution including the amended Incentive Plan and all special employment inducement award plans, as of March 15, 2020. 14.0% Our potential dilution including the amended Incentive Plan, but excluding the 2019 and 2020 Employment Inducement Award Plans, as of March 15, 2020.		21.1% The median potential dilution of our peer group (calculations generally reflect data as of our peer companies' 2019 fiscal year-ends, the most recent period for which complete information is publicly available).

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Below is a summary of the potential dilution associated with the proposed amendment to the Incentive Plan.The shares listed in the table are as of March 20, 2020.

		Share Amounts
Incentive Plan
Shares Available for Issuanceunder the Incentive Plan as of March 20, 2020		456,587
Issued but Unvested Restricted Shares under the Incentive Plan		607,691
Issued but Unvested PSUs under the Incentive Plan		146,048
Issued but Unexercised Stock Options under the Incentive Plan (with a $99.00 exercise price)		81,667
Requested Shares		1,200,000
Total Potential Unvested or Unexercised Equity Awards under the Incentive Plan		2,491,993
​	​	​
2019 Employment Inducement Award Plan
Shares Available for Issuanceunder the 2019 Employment Inducement Plan as of March 20, 2020		27,248
Issued but Unvested Restricted Shares under the 2019 Employment Inducement Plan		97,752
Total Potential Unvested or Unexercised Equity Awards under the 2019 Employment Inducement Award Plan		125,000
​	​	​
2020 Employment Inducement Award Plan
Shares Available for Issuanceunder the 2020 Employment Inducement Award Plan as of March 20, 2020		309,578
Issued but Unvested Restricted Shares under the 2020 Employment Inducement Plan		1,213,694
Total Potential Unvested or Unexercised Equity Awards under the 2020 Employment Inducement Award Plan		1,523,272
​	​	​
Total Potential Unvested or Unexercised Equity Awards under the Incentive Plan, 2019 Employment Inducement Award Plan, and 2020 Employment Inducement Award Plan as March 15, 2020		4,140,265
Common Shares Issued and Outstanding as of March 20, 2020(1)		15,279,267
Total Shares(2)		19,419,532
Potential Dilution including Additional Shares Authorized Under the Incentive Plan(3)		21.3%
Potential Dilution including Additional Shares Authorized Under the Incentive Plan, but excluding the 2019 Employment Inducement Award Plan and 2020 Employment Inducement Plan(4)		14.0%

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(1)

This figure does not include issued but unvested restricted shares of stock under the Incentive Plan, 2019 Employment Inducement Award Plan, or 2020 Employment Inducement Award Plan. It does include 1,534,465 shares of restricted stock to employee-

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shareholders of Sandler as a portion of the deal consideration that they received in the acquisition since these shares were not granted from one of our equity plans.

(2)

This figure is the sum of the "Total Potential Unvested or Unexercised Equity Awards" figure and the "Common Shares Issued and Outstanding" figure.

(3)

This percentage is calculated by dividing "Total Shares" by "Total Potential Unvested or Unexercised Equity Awards under the Incentive Plan, 2019 Employment Inducement Award Plan, and 2020 Employment Inducement Award Plan as March 15, 2020."

(4)

This percentage is calculated by subtracting "Total Potential Unvested or Unexercised Equity Awards under the 2019 Employment Inducement Award Plan" and "Total Potential Unvested or Unexercised Equity Awards under the 2020 Employment Inducement Award Plan" from "Total Shares," and dividing that figure by "Total Potential Unvested or Unexercised Equity Awards under the Incentive Plan" figure.

We believe we have demonstrated our commitment to sound equity compensation practices. Our management and our Board are mindful of the expense of, and potential for dilution posed by, equity awards, and strive to maintain both at appropriate levels in light of our compensation philosophy and objectives, and in the case of incentive plans established in connection with acquisitions, our long-term growth strategy. In addition, we have sought to address shareholder concerns about dilution through share repurchases, and we remain committed to managing dilution over the long-term. Our Board approved a new two-year, $150 million authorization under our share repurchase program effective beginning on January 1, 2020. The amount of repurchases in future years will depend on a number of factors, including our capital allocation strategy and market conditions.

The following table summarizes our average Aggregate Potential Dilution (as defined below) as compared with our peer group. Our Aggregate Potential Dilution is as of December 31, 2019 (and does not include any additional shares authorized by shareholder approval of the Incentive Plan). Peer group data were compiled by FW Cook and the calculations generally reflect information as of our peer companies' 2019 fiscal year-ends, the most recent period for which complete information is publicly available for most of our peers.

		Aggregate Potential Dilution(1)(2)
Name		Grants Outstanding			Available for Future			Total
Piper Sandler Companies			5.3	%		13.2	%		18.5	%(3)
Peer Group – 75th Percentile			16.0	%		16.8	%		27.4	%
Peer Group – Median			12.5	%		7.7	%		21.1	%
Peer Group – 25th Percentile			9.3	%		3.8	%		16.8	%

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(1)

All figures, including those of Piper Sandler Companies, is as of December 31, 2019.

(2)

"Aggregate Potential Dilution" is calculated by dividing (x) outstanding grants plus shares currently available for future grant by (y) total basic common shares outstanding at fiscal year-end plus outstanding grants plus shares available for future grants.

(3)

Aggregate Potential Dilution would be 21.3% as of March 20, 2020, if calculated to include the additional 1,200,000 shares that would be available for future grants if the Incentive Plan is approved as shown above, and including all outstanding awards and shares available for grant under the 2019 Employment Inducement Award Plan and 2020 Employment Inducement Award Plan.

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Equity Compensation Plan Information

The following table summarizes the number of shares of our common stock to be issued upon exercise of outstanding options granted under our equity plans as of December 31, 2019. The table also includes the weighted-average exercise price of options and the number of shares remaining available for future issuance under the plans for all awards.

Plan Category		Number of shares to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights			Number of shares remaining available for future issuance under equity compensation plans (excluding shares in first column)
Equity compensation plans approved by shareholders		​	81,667		$	99.00		​	664,055(1[nc_te,h])
Equity compensation plans not approved by shareholders(2)			—			n/a			1,552,248

(1)

Based on the 8,200,000 shares currently authorized for issuance under the plan, which does not reflect our request of shareholders to approve an authorization of an additional 1,200,000 shares. In addition to the 81,667 shares to be issued upon the exercise of outstanding options to purchase our common stock, 596,473 shares of restricted stock and 114,315 performance-based restricted share units were issued and outstanding as of December 31, 2019. All of the shares available for future issuance under the plan as of December 31, 2019, may be granted in the form of restricted stock, restricted stock units, options or another equity-based award authorized under the plan.

(2)

In 2019, we established the Piper Sandler Companies 2019 Employment Inducement Award Plan in connection with our acquisition of Weeden & Co., and the Piper Sandler Companies 2020 Employment Inducement Award Plan in anticipation of our acquisition of Sandler, which closed on January 3, 2020. The New York Stock Exchange permits the adoption of an equity compensation plan without shareholder approval if awards under the plan are to be a material inducement to prospective employees to accept employment. Accordingly, we adopted these plans to induce employees of Weeden & Co. and Sandler to accept employment with the company in connection with the respective acquisition. On August 2, 2019, we issued 97,752 shares of restricted stock to 42 employees who had been associated with Weeden & Co., and on January 3, 2020, we issued 1,217,423 shares of restricted stock to 103 employees who had been associated with Sandler. All of these shares vest on their applicable vesting dates only if the recipient remains an employee of our company through the vesting date. As of December 31, 2019, the 97,752 of these shares of restricted stock issued from the 2019 Employment Inducement Award Plan were issued and outstanding, and no shares had been issued under the 2020 Employment Inducement Award Plan as our acquisition of Sandler had not been completed by that date.

Purpose of the Incentive Plan

Equity compensation is fundamental to our compensation philosophy and core objectives of pay for performance, sustaining and strengthening the franchise, aligning risk and reward, and aligning employees with shareholders.

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Pay for Performance

We pay for performance. Our employees' annual incentive compensation is based on performance and profitability, and a portion of our senior leaders and revenue-generating employees' annual incentive compensation is paid in the form of restricted equityin lieu of cash. These restricted equity awards are for services already performed and revenue already generated.

Our employees' annual incentive compensation is generally based on the performance and profitability of the employee and that employee's business. Those employees that are most responsible for generating revenue, or who hold the most senior positions within the company, are granted a portion of their annual incentive compensation in the form of equity awards each year. In recent years, we have granted restricted equity awards, on average, to approximately 21% of our employees as part of their annual incentive compensation. These grants have represented approximately 59% of the total shares granted to employees during that time period. With respect to the other shares granted over that time, fully 17% of the total shares granted were made in the form of PSUs or stock options.

We believe that the restricted equity awards granted to all of our revenue-generating employees in connection with annual incentive compensation, as well as the PSU and option awards granted to a select group of our most senior leaders, and the potential these awards hold for appreciation through an increase in our stock price, fully support our pay-for-performance philosophy and provide further incentive for our employees to focus on creating long-term shareholder value.

Sustain and Strengthen the Franchise

We operate in a highly competitive industry and our results are largely attributable to the talents, expertise, efforts, and dedication of our revenue-generating employees. Our compensation program is the primary means by which we attract and recruit new employees, as well as retain our most experienced and skilled employees. On average, those employees that received equity awards in connection with the most recent annual incentive compensation grant have been with us for over 10 years.

We believe that our strong performance and record adjusted financial results in 2019 are indicative of the talents, expertise, efforts, and dedication of our employees upon whom our future growth and success rely, and our success at attracting, recruiting, developing, and retaining those employees.

Our ability to issue equity is an essential component of our compensation program. Market-competitive grants of equity make our company a more attractive platform for the revenue-generating employees and firms that we seek to add as part of our strategic growth efforts. Approximately 24% of the total of the shares granted during the last three fiscal years were in connection with hiring and other retention of revenue-generating employees outside of our annual incentive program and PSU grants, including a special one-time retention grant we made in connection with our acquisition of Weeden & Co.

Without the ability to issue equity, we believe that we would become a less attractive destination for high-performing employees and productive firms. In addition, nearly all of our equity awards, including

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those for annual incentive compensation and hiring and retention purposes, are restricted, which means they generally vest ratably over three years' time only so long as the employee remains employed by us or refrains from working for a talent competitor of ours. These restrictions materially contribute to our retention of our senior leaders and the revenue-generating employees upon whom the future growth and success of our company depend. We are fortunate to have some of the most experienced and skilled employees in our industry, and we use equity compensation as one means of retaining the human capital that is so essential to our long-term performance. We believe our success at retaining employees and building an ownership culture is evidenced by the tenure of our employee base, including those employees that receive equity awards under the Incentive Plan. By way of example, those employees that received an equity award as part of their annual incentive compensation in February 2020 have on average been with the company for over 10 years.

Align Risk and Reward

We are committed to using a mix of compensation to create an environment that encourages increased profitability for the company without undue risk taking. Our use of equity compensationin lieu of cash allows us to tie a portion of our senior leadership's and revenue-generating employees' compensation to our company's long-term results, performance, and financial strength.

We believe that the use of equity compensation, which provides our employees with an ownership stake in our company, is essential to our goal of incentivizing appropriate risk-taking among our employees and management. By granting our senior leaders and revenue-generating employees a meaningful amount of equity compensation, we believe that we encourage these employees to accept appropriate levels of risk in order to create long-term shareholder value. Furthermore, we believe that our use of restricted stock awards rather than stock options further aligns our employees' risk tolerances with those of our shareholders, because the economic risks and opportunities these awards present to our employees are aligned with shareholders both when our stock price increases as well as when it decreases, and such risks and opportunities do not depend on when an employee joined the company or received stock options.

In addition to the vesting restrictions placed on nearly all of our equity awards, our executive officers are subject to stock ownership guidelines and an anti-hedging policy as described above in the section titled "Compensation Discussion and Analysis—Compensation Policies—Executive Stock Ownership and Prohibition on Hedging." The equity awards granted to our executive officers are also subject to our clawback policy, which provides us the right to recover incentive compensation paid in the form of equity under certain circumstances when the officer engages in intentional misconduct. The stock ownership guidelines and clawback policy work together to tie a meaningful portion of our executive officers' net worth to the company's stock price and deter excessive risk-taking or wrongful conduct, and therefore provide a continuing incentive for our executive officers to work towards our long-term results and financial strength.

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Align Employees with Shareholders

A key element of our compensation philosophy and objectives is to align our employees' interests with the interests of our shareholders. By providing our senior leaders and revenue-generating employees with an ownership stake in our company, our use of equity compensation incentivizes these employees, who have the most control over firm-wide performance, to create long-term value for our shareholders.

Unlike compensation awards that consist solely of cash, equity awards help to directly align the interests of our employees with those of shareholders. To greater align an employee with the strategic success of our company and the interests of our shareholders, we believe that the higher the compensation level of the employee, the higher the proportion of their compensation that should be paid in longer-term equity versus cash. Of the annual incentive compensation that is awarded to employees that participate in the Incentive Plan, we generally grant between 6% and 40% in the form of restricted equity compensation, with our more highly compensated employees generally receiving a percentage near the top of that range and our CEO receiving 60% in the form of restricted equity. Of their restricted equity award, the employee may elect to receive up to 50% in restricted shares of selected investment funds. The remainder is received in restricted shares of our common stock granted from our Incentive Plan that generally vest ratably over three years, providing the employee with a longer-term ownership stake in our company.

In addition to grants of equity made to our senior leaders and revenue-generating employees in connection with annual incentive payments, we also selectively grant equity awards in connection with our hiring and retention efforts, and we make grants of PSUs to our executive officers and senior leaders under our long-term incentive award program that are earned based on our total shareholder return over a three-year period.

Employee stock ownership is intended promote the success and enhance the value of our company by aligning the personal interests of our employees with the company's shareholders by providing such persons with an incentive for outstanding performance and long-term value creation. We believe our past equity award practices have greatly contributed to our growth and success to date and should continue to contribute to our success in the future. Our Board believes that shareholder approval of the Incentive Plan will further align the goals of our employees and non-employee directors with those of the shareholders.

Description of the Incentive Plan.

A copy of the Incentive Plan as proposed to be amended is attached as Appendix A. The following information summarizes the Incentive Plan as proposed to be amended and is qualified in its entirety by reference to the full text of the Incentive Plan as provided in Appendix A.

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Summary of Key Terms

Plan Term		May 15, 2020 to May 15, 2030.
Shares Currently Authorized		8,200,000 shares.
		Shares used by a participant as full or partial payment to us of the purchase price relating to an award, including in connection with the satisfaction of tax obligations relating to an award, will again be available for granting awards.
Amendment to Increase Shares		Increase of 1,200,000 shares.
Shares Available for Grant		There are approximately 456,587 shares available for grant as of March 20, 2020.
Expected Share Usage		Based on the number of shares currently available and expected grants to be made in the next 12 months in connection with 2020 recruiting, retention, director compensation and annual incentive compensation,we believe we will need additional shares to complete our annual incentive grants to employees in February 2021 consistent with past practices and based on the recent trading price of our shares of common stock.
Vesting		Vesting is determined by the Compensation Committee, but in recent years employee awards have generally had three-year annual ratable vesting.
Prohibitions		The Incentive Plan prohibits the grant of stock options at a price below fair market value as well as the repricing of stock options without shareholder approval.

Purpose

The purpose of the Incentive Plan is to promote the interests of our company and our shareholders by making us competitive in attracting, retaining, and motivating officers, employees, directors and consultants, to offer these persons incentives directly linked to the performance and profitability of our businesses and increases in shareholder value, and to provide these persons an opportunity to acquire an ownership interest in Piper Sandler.

Eligibility

Our current and prospective directors, officers, employees and consultants, as well as those of our affiliates, are eligible to participate in the Incentive Plan. As of March 1, 2020, there were approximately 1,565 officers and employees of the company and its affiliates, seven non-employee directors of the company, and an indeterminate number of consultants who would be eligible to receive awards under the Incentive Plan.

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Administration

The Incentive Plan is administered by the Compensation Committee of our Board of Directors, which has broad authority to administer the plan. This authority includes the power to (i) delegate certain administrative responsibilities with respect to the Incentive Plan to directors and certain officers selected in the Compensation Committee's discretion, and (ii) determine the eligible individuals to whom and the time or times at which awards will be granted, the number of shares subject to awards to be granted to any eligible individual, the life of any award and any terms and conditions of the grant that are not contained in the Incentive Plan. Each grant under the Incentive Plan is confirmed by and subject to the terms of an award agreement.

Authorized Shares

The number of authorized shares under the Incentive Plan was last increased in 2015. There are approximately 456,587 shares available for grant under the company's existing Incentive Plan as of March 20, 2020. We currently expect to grant up to an additional 95,000 shares during 2020 in connection with our anticipated recruiting and retention efforts, and, as a result, we are requesting a 1,200,000-share increase to ensure we have sufficient shares to cover our annual incentive grants to employees in February 2021 and for the next two to three years consistent with our historical practices and based on our current stock price. We typically grant awards to employees (including officers) based on performance and retention objectives, in addition to any other objectives that our Compensation Committee may determine to be relevant. With respect to our directors, our grants are compensatory and will be in the amounts described above under "Information Regarding the Board of Directors and Corporate Governance—Compensation Program for Non-Employee Directors."

Grants of shares that may be issued under the Incentive Plan may be authorized but unissued shares or shares reacquired and held in our treasury. In general, we use treasury shares to the extent available before issuing new shares in connection with awards. The Incentive Plan includes an annual limitation on awards granted to an employee, officer, consultant, independent contractor or advisor in the amount of 500,000 shares. The Incentive Plan also includes an annual limitation on awards granted and total compensation paid to non-employee directors of $600,000.

If an award entitles the holder to receive or purchase shares, the number of shares covered by the award or to which the award relates will be counted on the date of grant of the award against the aggregate number of shares available for granting awards under the Incentive Plan. Any shares that are used by a participant as full or partial payment to us of the purchase price relating to an award, including in connection with the satisfaction of tax obligations relating to an award, will again be available for granting awards under the Incentive Plan. In addition, if any shares covered by an award or to which an award relates are not purchased or are forfeited, or if an award otherwise terminates without delivery of any shares, then the number of shares counted against the aggregate number of shares available under the Incentive Plan to the extent of any such forfeiture or termination will again be available for granting awards under the Incentive Plan. Shares issued under awards granted in substitution for awards previously granted by an entity that is acquired by or merged with our company or an affiliate shall not be counted against the aggregate number of shares available for awards under the Incentive Plan.

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Adjustments

In the event of certain types of corporate transactions or restructurings, such as stock splits, mergers, consolidations, separations, spin-offs, liquidations, reorganizations or other distributions of stock or property of our company, including an extraordinary stock or cash dividend, but excluding regular cash dividends, the Compensation Committee or our Board shall make adjustments to the aggregate number and kind of shares reserved for issuance under the Incentive Plan, in the maximum share limitations upon stock options, stock appreciation rights and other awards to be granted to any individual, in the number, kind and exercise price of outstanding stock options and stock appreciation rights, in the number and kind of shares subject to other outstanding awards granted under the Incentive Plan, and may also make any other equitable substitutions or adjustments that the Compensation Committee or Board determines to be appropriate; however, any adjustments made to an award that is considered to be deferred compensation under Section 409A of the Code must comply with Section 409A.

Restricted Stock and Restricted Stock Units

Shares of restricted stock and restricted stock units ("RSUs") will be subject to such restrictions as the Compensation Committee may impose, which may lapse separately or in combination at such time or times, in installments or otherwise as the Compensation Committee may deem appropriate. The grant or vesting of restricted stock and RSUs may be performance-based, time-based or both. For example, awards may, at the Compensation Committee's discretion, be conditioned upon a participant's completion of a specified period of service, or upon the achievement of one or more performance goals established by the Compensation Committee, or upon any combination of service-based and performance-based conditions. A restricted stock or RSU award that is conditioned in whole or in part upon the achievement of one or more financial or other company-related performance goals (including goals specific to the participant's individual performance, other than performance of service alone) is generally referred to as a performance share or PSU award.

The provisions of restricted stock and RSUs, including any applicable performance goals, need not be the same with respect to each participant. With respect to restricted stock awards, other than restrictions on transfer, the restriction regarding dividends set forth in the next sentence, and any other restrictions the Compensation Committee may impose, the participant will have all the rights of a shareholder holding the class or series of stock that is the subject of the award. Any dividends and dividend equivalents accrued on unvested restricted stock and RSUs may not be paid until all conditions or restrictions relating to the underlying shares of the award have been satisfied, waived, or lapsed.

Stock Options

The Compensation Committee may grant stock options to eligible individuals. Only non-qualified stock options are permitted to be granted under the Incentive Plan. The exercise price per share purchasable under a stock option will be determined by the Compensation Committee, but cannot be less than 100% of the fair market value of a share of our common stock on the date of grant of the option, unless it is a substitute award for an option granted by an acquired entity. As of March 20, 2020, the closing sale price of a share of our common stock on the New York Stock Exchange was $36.84. The term of each stock option will be fixed by the Compensation Committee at the time of grant, but in no event may it be more than ten years from the grant date. The Compensation Committee will determine the time or times at

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which a stock option may be exercised in whole or in part and the method or methods by which, and the form or forms in which, payment of the exercise price may be made.

Stock Appreciation Rights

The Compensation Committee may grant stock appreciation rights to eligible individuals. Each stock appreciation right will confer upon the holder upon exercise the right to receive, as determined by the Compensation Committee, cash or a number of shares whose fair market value is equal to the excess of (a) the fair market value of one share of our common stock on the date of exercise over (b) the grant price of the stock appreciation right as determined by the Committee. The grant price may not be less than 100% of the fair market value of one share on the date of grant of the stock appreciation right unless it is a substitute award for a stock appreciation right granted by an acquired entity. Subject to the terms of the Incentive Plan, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any stock appreciation right will be as determined by the Compensation Committee, but in no event may the term of a stock appreciation right be longer than ten years.

Other Stock-Based Awards

Other awards that are denominated or payable in, valued by reference to, or otherwise based on common stock may also be granted under the Incentive Plan, either alone or in conjunction with other awards. No such stock-based awards will contain a purchase right or an option-like exercise feature.

Transferability of Awards

Awards are non-transferable other than by will or the laws of descent and distribution. However, in the discretion of the Compensation Committee, non-qualified stock options may be transferred for no consideration to the holder's family members.

Tax Withholding

A participant must pay us, or make arrangements satisfactory to us regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld in connection with the grant, vesting, exercise or settlement of an award. Our obligations under the Incentive Plan are conditional on such payment or arrangements, and we may, to the extent permitted by law, take such action as may be necessary to withhold or collect all applicable payroll, withholding, income and other taxes from a participant. The Compensation Committee may permit a participant to satisfy tax obligations by (a) electing to have us withhold a portion of the shares or other property otherwise to be delivered in connection with an award having a fair market value equal to the amount of such taxes or (b) delivering to us shares or other property with a fair market value equal to the amount of such taxes. Any such election must be made on or before the date that the amount of tax to be withheld is determined.

Change in Control

If a change-in-control of our company occurs, then the consequences will be as described in this paragraph unless the Compensation Committee provides otherwise in an applicable award agreement.

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If any outstanding award is continued, assumed or replaced by us or the surviving or successor entity in connection with the change-in-control, and if within 24 months after the change-in-control a participant's employment or other service is terminated without cause, then (i) each of the participant's outstanding options and stock appreciation rights will become exercisable in full and remain exercisable for the remaining term of the award, (ii) each of the participant's other forms of awards that are unvested will fully vest, and (iii) any performance goals applicable to the participant's performance-based awards will be deemed to have been satisfied at the target level of performance. If any outstanding award is not continued, assumed or replaced in connection with the change-in-control, then the same consequences as specified in clauses (i) through (iii) of the previous sentence will occur in connection with a change-in-control unless and to the extent the Compensation Committee elects to terminate such awards in exchange for a payment with respect to each award in an amount equal to the excess, if any, between the fair market value of the consideration that would otherwise be received in the change of control transaction for the same number of shares over the aggregate exercise price (if any) for the shares subject to such award (or, if there is not any such excess, such award may be terminated without payment).

For purposes of the Incentive Plan, a "change-in-control" of our company generally occurs if (i) a person or group acquires 20% or more of our outstanding common stock or voting power; (ii) certain changes occur in the composition of a majority of the Board of Directors; (iii) we are involved in a merger or consolidation or sell all or substantially all of our assets (unless more than 50% of the common stock and voting power of the surviving or successor entity is owned by our shareholders immediately prior to the business combination transaction, no person has a 20% or greater interest in the common stock or voting power of the surviving or successor entity, and a majority of the board of the surviving or successor entity consists of individuals who were members of our Board prior to the transaction); or (iv) a complete liquidation or dissolution of our company occurs. "Cause" for termination generally refers to (i) continued failure to substantially perform the participant's duties with us after written demand for substantial performance is delivered to the participant, (ii) conviction of a crime (including a misdemeanor) that, in our determination, impairs the participant's ability to perform his or her duties with us, (iii) violation of any of our policies that we deem material, (iv) violation of any securities law, rule or regulation that we deem material, (v) engagement in conduct that, in our determination, exposes the us to civil or regulatory liability or injury to our reputation, (vi) engagement in conduct that would subject the participant to statutory disqualification pursuant to Section 15(b) of the Securities Exchange Act of 1934 and the regulations promulgated thereunder, or (vii) gross or willful misconduct, as determined by us.

Amendments and Termination

Our Board of Directors may at any time amend, alter or discontinue the Incentive Plan, but shareholder approval is required for any amendment that could increase the number of shares granted under the Incentive Plan and as otherwise may be required by applicable stock exchange rules.

The Compensation Committee generally may amend the terms of any award but may not decrease the exercise price of an outstanding stock option or take any other action that would constitute a "repricing" of an "underwater" stock option or stock appreciation right unless the amendment is approved by shareholders. Further, the Compensation Committee may not amend an award in a way that impairs the rights of any holder without the holder's consent unless the amendment is necessary to comply with applicable laws, stock exchange rules or any company compensation recovery policy.

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In the event an award is granted to an individual who is employed outside the United States and is not compensated from a payroll maintained in the United States, the Compensation Committee may, in its sole discretion, modify the provisions of the grant as they pertain to such individual in order to comply with applicable foreign law.

Term of the Incentive Plan

If the amendment to the Incentive Plan is approved by shareholders, the Incentive Plan will terminate on May 15, 2030, which is the tenth anniversary of the approval date of the Incentive Plan, as amended, or on any earlier date determined by the Board.

Registration

We have registered shares of common stock that currently may be issued under the Incentive Plan on seven registration statements on Form S-8. The amount of shares registered includes shares of common stock currently available for issuance under the Incentive Plan as well as shares of common stock forfeited by plan participants or used to satisfy tax obligations of plan participants and again available for issuance pursuant to the terms of the Plan. If this proposal is approved, we intend to register on Form S-8 the additional 1,200,000 shares to be issued under the Incentive Plan as well as shares that are again available for grant due to forfeitures and tax withholdings.

Tax Consequences of Awards

The tax consequences of awards granted under the Incentive Plan can be complex and depend, in large part, on the surrounding facts and circumstances. This section provides a brief summary of certain significant federal income tax consequences of awards under the Incentive Plan under existing U.S. law. This summary is not a complete statement of applicable law and is based upon the Code, as well as administrative and judicial interpretations of the Code, as in effect on the date of this description. If federal tax laws, or interpretations of such laws, change in the future, the information provided here may no longer be accurate. This section does not consider state, local or foreign tax consequences, nor does it discuss the effect of gift, estate or inheritance taxes.

Non-Qualified Stock Options.    If a participant is granted a non-qualified stock option under the Incentive Plan, the participant will not recognize taxable income upon the grant of the option. Generally, the participant will recognize ordinary income at the time of exercise in an amount equal to the difference between the fair market value of the shares acquired at the time of exercise and the exercise price paid. The participant's basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock on the date the option was exercised. Any subsequent gain or loss will be taxable as a capital gain or loss. We generally will be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income.

Other Awards.    The current federal income tax consequences of other awards authorized under the Incentive Plan generally follow certain basic patterns. Stock appreciation rights are taxed and deductible in substantially the same manner as non-statutory options. An award of nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition by a participant in an amount equal to the fair market value of the shares received (determined as if the shares were not subject to any risk of

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forfeiture) at the time the restrictions lapse and the shares vest, unless the participant has elected under Section 83(b) of the Code to accelerate income recognition and the taxability of the award to the date of grant. RSU awards generally result in income recognition by a participant at the time payment of cash or shares under the award is made in an amount equal to the amount paid in cash or the then-current fair market value of the shares received, as applicable. Compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, we generally will have a corresponding deduction at the time the participant recognizes income, subject to Section 162(m) with respect to covered employees.

Dividends and Dividend Equivalents.    If a restricted stock award permits dividends to accrue while the restricted stock is subject to a substantial risk of forfeiture, such dividends will be paid if and when the underlying stock vests and will also be taxed as ordinary income, unless the participant has elected under Section 83(b) of the Code to accelerate income recognition and the taxability of the award to the date of grant. If a RSU permits dividend equivalent amounts to accrue while the RSU is subject to a substantial risk of forfeiture, such dividend equivalent amounts will be paid if and when the underlying stock units are paid in cash or shares and will also be taxed as ordinary income.

Limitations on the Company's Income Tax Deduction.    Subject to the usual rules concerning reasonable compensation, including our obligation to withhold or otherwise collect certain income and payroll taxes, we generally will be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income from awards made under the Incentive Plan. However, Section 162(m) denies a deduction to any publicly-held corporation for compensation paid to certain "covered employees" in a taxable year to the extent that compensation to such covered employee exceeds $1,000,000.

Special Rules for Executive Officers Subject to Section 16 of the Exchange Act.    Special rules may apply to individuals subject to Section 16 of the Exchange Act. In particular, unless a special election is made under Section 83(b) of the Code, shares received through the exercise or settlement of an award may be treated as restricted as to transferability and subject to a substantial risk of forfeiture for a period of up to six months after the date of exercise. Accordingly, the amount of any ordinary income recognized and the amount of our income tax deduction will be determined as of the end of that period

Section 409A.    The foregoing discussion of tax consequences of awards under the Incentive Plan assumes that the award discussed is either not considered a "deferred compensation arrangement" subject to Section 409A of the Code, or has been structured to comply with its requirements. If an award is considered a deferred compensation arrangement subject to Section 409A but fails to comply, in operation or form, with the requirements of Section 409A, the affected participant would generally be required to include in income when the award vests the amount deemed "deferred," would be required to pay an additional 20% income tax, and would be required to pay interest on the tax that would have been paid but for the deferral. The Incentive Plan will be administered in a manner intended to comply with Section 409A.

Plan Benefits

As of the date of this proxy statement, the Compensation Committee has not approved any awards under the Incentive Plan as proposed to be amended and restated. Because all awards under the Incentive Plan are discretionary with the Compensation Committee, neither the number nor types of future Incentive Plan awards to be received by or allocated to particular participants or groups of participants is presently determinable. Information regarding awards made under the existing version of the Incentive Plan during 2019 to our named executive officers is provided under the caption "Grants of Plan-Based Awards" in this proxy statement

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Who is entitled to vote at the meeting?

The Board has set March 21, 201920, 2020 as the record date for the annual meeting. If you were a shareholder of record at the close of business on March 21, 2019,20, 2020, you are entitled to vote at the meeting. As of the record date, 14,228,80117,198,404 shares of common stock, representing all of our voting stock, were issued and outstanding and, therefore, eligible to vote at the meeting.

What are my voting rights?

Holders of our common stock are entitled to one vote per share. Therefore, a total of 14,228,80117,198,404 votes are entitled to be cast at the meeting. There is no cumulative voting.

How many shares must be present to hold the meeting?

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

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



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

What is a proxy?

It is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We refer to this as your "proxy vote." Two executive officers have been designated as proxies for our 20192020 annual meeting of shareholders. These executive officers are John W. Geelan and Timothy L. Carter.

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

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

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

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

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

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

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

How do I submit my proxy?

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

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through the Internet usingwww.proxyvote.com;



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



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

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

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

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

Can I vote my shares in person at the meeting?

If you are a shareholder of record, you may vote your shares in person at the meeting by completing a ballot at the meeting. Even if you currently plan to attend the meeting, we recommend that you submit your proxy as described above so your vote will be counted if you later decide not to attend the meeting. If you submit your vote by proxy and later decide to vote in person at the annual meeting, the vote you submit at the meeting will override your proxy vote.

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

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

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

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FOR all nineten of the nominees for director;



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FOR the ratification of the selection of Ernst & Young LLP as the independent auditor of Piper JaffraySandler Companies for the year ending December 31, 2019;2020;



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FOR the advisory (non-binding) approval of the compensation of our officers included in this proxy statement; and



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FOR the amendment to the Incentive Plan.

Your vote is important. We urge you to vote, or to instruct your broker, bank, trust or other nominee how to vote, on all matters before the annual meeting. If you are a street name holder and fail to instruct the shareholder of record how you want to vote your shares on a particular matter, those shares are considered to be "uninstructed." New York Stock Exchange rules determine the circumstances under which member brokers of the New York Stock Exchange may exercise discretion to vote "uninstructed" shares held by them on behalf of their clients who are street name holders. Other than the ratification of the selection of Ernst & Young LLP as our independent auditor for the year ending December 31, 2019,2020, the rules do not permit member brokers to exercise voting discretion as to the uninstructed shares on any matter included in the notice of meeting. With respect to the ratification of the selection of Ernst & Young LLP as our independent auditor for the year ending December 31, 2019,2020, the rules permit member brokers (other than our broker-dealer subsidiary, Piper JaffraySandler & Co.) to exercise voting discretion as to the uninstructed shares. For matters with respect to which the broker, bank or other nominee does not have voting discretion or has, but does not exercise, voting discretion, the

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