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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Piper Sandler Companies

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Letter from our Chairman and CEO

[MISSING IMAGE: ph_chadabrahamnew-bw.jpg]

April 12, 2024

Fellow Shareholders:

You are invited to join us for our 2024 annual meeting of shareholders which will take place on Thursday, May 23, 2024 at 2:00 p.m. Central Time. The meeting will be held virtually via webcast. The Notice of Annual Meeting of Shareholders and the proxy statement that follow describe the business to be conducted at the meeting.

In 2023, the financial markets continued to experience a number of the same themes from 2022: higher interest rates, persistent inflation, and tightened lending standards, all of which contributed to macroeconomic uncertainty and muted client activity across most of our businesses. Despite these headwinds, we finished the year with adjusted net revenues of $1.33 billion, adjusted net income of $166.4 million, and adjusted earnings per share of $9.28, and we returned $155 million of capital to shareholders through share repurchases and dividends.

I believe that our performance in 2023 continued to demonstrate the strength of the scaled and diversified platform that we have built over the past five years. Despite tough market conditions which saw overall middle-market mergers and acquisitions activity decline 32% from 2022, our advisory services revenues declined only 9%, highlighting the market share gains that we have achieved. Similarly, our equity capital raising revenues from sub-$5 billion market cap companies increased 46% in 2023, as compared to a 17% increase in the market fee pool. That relative outperformance indicates to me that we continue to execute on our long-term strategy of building a differentiated platform of market-leading franchises that deliver expertise and value to our clients in all market conditions. I also believe that our solid execution and the operating discipline that we have demonstrated over the past two years have positioned us to capitalize as markets turn more accommodative and to continue to deliver long-term value to you, our shareholders.

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

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

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We are thankful that you have chosen to be our shareholders, and we look forward to continuing to serve our clients and provide 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 23, 2024, at 2:00 p.m., Central Time
Virtually at www.virtualshareholdermeeting.com/PIPR2024

To the Shareholders of Piper Sandler Companies:

The 2024 annual meeting of shareholders of Piper Sandler Companies will be held virtually on Thursday, May 23, 2024 at 2:00 p.m., Central Time, for the following purposes:

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

Ratification of the selection of Ernst & Young LLP as the independent auditor of Piper Sandler Companies for the fiscal year ending December 31, 2024.

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

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

We believe that a virtual annual meeting of shareholders provides greater access to those who may want to attend and, therefore, have chosen this over an in-person meeting for 2024. 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 Time on Wednesday, May 22, 2024 for any shares you hold directly, and by no later than 11:59 p.m., Eastern Time on Monday, May 20, 2024 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 our common stock at the close of business on March 26, 2024 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 23, 2024

Our proxy statement and 2023 annual report are available at
www.pipersandler.com/proxymaterials.

By Order of the Board of Directors

John W. Geelan
Secretary

April 12, 2024

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PROXY STATEMENT
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	INTRODUCTION					1
	EXECUTIVE SUMMARY					1
	PROPOSAL ONE—ELECTION OF DIRECTORS					7
	INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE					13
	Codes of Ethics and Business Conduct					13
	Director Independence					13
	Board Leadership Structure and Lead Director					13
	Majority Voting Standard and Director Resignation Policy					14

SEC Form DEF 14A filed by Piper Sandler Companies