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PROXY STATEMENT TABLE OF CONTENTS

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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Piper Sandler Companies
(Name of Registrant as Specified In Its Charter)

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2021 Proxy Statement

Piper Sandler
Companies





		REALIZE THE POWER OF PARTNERSHIP^®

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Letter from our Chairman and CEO

April 8, 2021

Fellow Shareholders:

You are invited to join us for our 2021 annual meeting of shareholders which will take place on Friday, May 21, 2021 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.

The past year brought tremendous challenges and changes to our everyday life. The COVID-19 pandemic touched us all in painful ways, upending life, health, business, schooling, and social gatherings. The pandemic forced us to quickly transition our employees to a work-from-home environment, and, as the severity of the pandemic impacted the markets, we faced the most uncertain and volatile conditions we have experienced since the financial crisis of 2008. In the summer of 2020, George Floyd's death in Minneapolis, our headquarters, resulted in another painful experience for our community and the entire country.

Amidst the challenges of 2020, we remained focused on our clients, and our employees demonstrated their professionalism and dedication to our clients. We not only fully participated in accommodative markets at various points during the year, but we also achieved relative outperformance and market share gains across our platform. If 2019 was the year we laid the groundwork for our future through our transformative acquisition of Sandler O'Neill & Partners, 2020 was the year we demonstrated the strength and durability of the platform we have built and our ability to execute. I'm proud of how our employees helped us realize our long-term growth strategy, as we leveraged our more diversified and resilient platform to serve our clients as they sought advice, capital, and execution at key moments during the year.

We have also worked to respond to the inequities in our communities highlighted to us all by the death of George Floyd. While recognizing the magnitude of work required to begin to address these inequalities, we believe, with determined and collaborative efforts, we can achieve progress within our own company by creating a more diverse and inclusive workforce. We are committed to work together to create the change our employees, clients, and communities deserve.

As we look ahead to 2021 and beyond, we are confident in the momentum we have and the opportunities for growth ahead. Thanks to the continued effort and talents of our employee partners, our diversified platform and our individual franchises are more durable than ever, and Piper Sandler has

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become a destination of choice for high quality talent. Given all of this, we are positioned to continue to perform well across market cycles and drive returns for 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.

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 21, 2021, at 2:00 p.m., Central Time
Virtually at www.virtualshareholdermeeting.com/PIPR2021

To the Shareholders of Piper Sandler Companies:

The 2021 annual meeting of shareholders of Piper Sandler Companies will be held virtually on Friday, May 21, 2021 at 2:00 p.m., Central time, for the following purposes:

1.: The election of nine directors, each for a one-year term.
2.: Ratification of the selection of Ernst & Young LLP as the independent auditor of Piper Sandler Companies for the fiscal year ending December 31, 2021.
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.: 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 2021. 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 Thursday, May 20, 2021 for any shares you hold directly, and by no later than 11:59 p.m., Eastern Time on Tuesday, May 18, 2021 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's common stock at the close of business on March 25, 2021 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 21, 2021

Our proxy statement and 2020 annual report are available at
www.pipersandler.com/proxymaterials.


		By Order of the Board of Directors

		John W. Geelan Secretary

April 8, 2021

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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		14
Majority Voting Standard and Director Resignation Policy		14
Board Involvement in Risk Oversight		15
Meetings of the Non-Employee and Outside Directors		16
Committees of the Board		16
Annual Board Evaluation Process		19
Meeting Attendance		20
Procedures for Contacting the Board of Directors		20
Procedures for Selecting and Nominating Director Candidates		20
Compensation Program for Non-Employee Directors		22
Non-Employee Director Compensation for 2020		23
EXECUTIVE COMPENSATION		24
Compensation Discussion and Analysis		24
Compensation Committee Report		53
Summary Compensation Table		54
Grants of Plan-Based Awards		56
Outstanding Equity Awards at Fiscal Year-End		57
Option Exercises and Stock Vested		58
Nonqualified Deferred Compensation		58
Potential Payments Upon Termination or Change-in-Control		60
CEO Pay Ratio		61
Equity Compensation Plan Information		62
Risk Assessment of Compensation Policies and Practices		63
SECURITY OWNERSHIP		64
Stock Ownership Guidelines		64
Beneficial Ownership of Directors, Nominees and Executive Officers		64
Beneficial Owners of More than Five Percent of Our Common Stock		66
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		67
Compensation Committee Interlocks and Insider Participation		67
Transactions with Related Persons		67
Review and Approval of Transactions with Related Persons		68
AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENT AUDITOR		69
Audit Committee Report		69
Auditor Fees		69
Auditor Services Pre-Approval Policy		70
PROPOSAL TWO—RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR		71
PROPOSAL THREE—ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION		72
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING		74
SHAREHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING		80
HOUSEHOLDING		80
OTHER MATTERS		81
APPENDIX A—RECONCILIATION OF U.S. GAAP FINANCIAL PERFORMANCE FIGURES TO ADJUSTED NON-GAAP FINANCIAL INFORMATION		A-1

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PROXY STATEMENT
2021 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 2021

INTRODUCTION

The Board of Directors of Piper Sandler Companies is soliciting proxies for use at the annual meeting of shareholders to be held virtually on May 21, 2021, 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 8, 2021.

EXECUTIVE SUMMARY

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

Annual Meeting of Shareholders


Date and Time:		Friday, May 21, 2021, at 2:00 p.m., Central time
Website:		www.virtualshareholdermeeting.com/PIPR2021
Record Date:		March 25, 2021

Virtual Annual Meeting

The 2021 annual meeting of shareholders will be a completely virtual meeting conducted via webcast. We have determined that this is the best method to ensure that our shareholders can participate in the annual meeting, especially given considerations related to COVID-19. All shareholders as of the close of business on the record date, or their duly appointed proxies, may attend the virtual annual meeting as well as vote and submit questions during the webcast of the meeting by visiting www.virtualshareholdermeeting.com/PIPR2021.

To participate in the annual meeting, you will need to provide the 16-digit control number included on your proxy card.

If you wish to participate in the annual meeting, please log on to the link included above at least 15 minutes prior to the start of the annual meeting to provide time to register, download the required software, if necessary, and test your internet connectivity. If you access the annual meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate. We believe that a virtual meeting provides greater access to those who may want to attend our annual meeting of shareholders and, therefore, have chosen this over an in-person meeting.

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Executive Summary

We ensure that at our virtual meeting, all attendees are afforded the same rights and opportunities to participate as they would at an in-person meeting. These procedures include the ability for shareholders to ask questions during the course of the meeting, post appropriate questions received during the meeting for review by other participants, review our corresponding answers to such questions on our Investor Relations section of our website at www.pipersandler.com as soon as practicable after the annual meeting, and access technical support staff during the meeting in the event of difficulties arising from the use of the virtual meeting platform.

We evaluate annually the method of holding our annual meeting of shareholders, taking into consideration the above factors as well as the proposed agenda items.

Voting Matters

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

Proposal		Page Reference



1.	Election of Directors	7
	The Board of Directors believes the nine nominees as a group have the experience and skills that are necessary to effectively oversee our company.

2.	Ratification of Selection of Independent Auditor	71
	The Audit Committee of our Board of Directors has selected Ernst & Young LLP to serve as our independent auditor for the year ending December 31, 2021.

3.	Advisory (Non-Binding) Vote on Executive Compensation	72
	The Board of Directors is asking shareholders to provide advisory approval of the compensation of the officers disclosed in this proxy statement, or a say-on-pay vote.

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Executive Summary

How to Participate in the Virtual Meeting



Participate via the internet	Voting during the meeting	Submitting Questions
To attend the virtual meeting, visit www.virtualshareholdermeeting.com/PIPR2021	To vote your shares during the meeting, click on the vote button provided on the screen and follow the instructions provided	Questions may be submitted live during the meeting by typing them in the dialog box provided on the bottom corner of the screen
For technical assistance on the day of the Annual Meeting, call the support line at 844-986-0822 (Toll Free) or 303-562-9302 (International Toll).

Other Ways to Vote Your Shares



Internet	Telephone	Mail
Go to www.proxyvote.com and follow the instructions (have the proxy card or internet notice in hand when you access the website)	Dial 1-800-690-6903 and follow the instructions (have the proxy card in hand when you call)	If you received paper copies of our proxy materials, mark your selection on the enclosed proxy card, date and sign your name, and promptly mail the proxy card in the postage-paid envelope provided

YOUR VOTE IS IMPORTANT!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON MAY 21, 2021

Our Proxy Statement for the 2021 Annual Meeting of Shareholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are available at www.pipersandler.com/proxymaterials

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Executive Summary

2020 Performance Highlights*

In 2020, we demonstrated the strength and resiliency of our platform, with record adjusted net revenues, adjusted net income, and adjusted earnings per share, which reflects strong, broad-based contributions from all of our businesses at various points during the year. Our 2020 performance highlights include:

*: 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 Appendix A to this proxy statement.

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Executive Summary

Board Nominees

Our Board of Directors (the "Board") has nominated nine directors for election at the 2021 annual meeting of shareholders: our chairman and chief executive officer, our head of financial services group, and six other currently serving directors. Six of these nine directors are independent under New York Stock Exchange Rules. The Board has determined that our chairman and chief executive officer, Mr. Abraham, our head of financial services group, Mr. Doyle, and Mr. Sterling are not independent. Other than Mr. Sterling, each nominee was elected by the shareholders at the 2020 annual meeting. Mr. Sterling is standing for election by our shareholders as a director of the company for the first time at this year's annual meeting. Mr. Sterling was elected to serve as a director effective January 4, 2021, and was appointed in accordance with the terms of our merger with Sandler O'Neill & Partners, L.P. ("Sandler"), as the second director (the first being Mr. Doyle) mutually agreed to by the Board and representatives of Sandler. Each director was evaluated by the Nominating and Governance Committee in advance of its recommendation of their respective service as a director. Mr. Abraham was elected to serve as chairman of the Board beginning in May 2019. Mr. Soran has served as our lead director since February 2018.

The following table provides summary information on each director nominee. For more detail, please see pages 7 through 12 of this proxy statement.



Chad R. Abraham	Jonathan J. Doyle	William R. Fitzgerald	Victoria M. Holt	Thomas S. Schreier
Chairman and CEO of Piper Sandler Companies	Vice Chairman and Head of Financial Services Group of Piper Sandler Companies	Former Chairman and CEO of Ascent Capital Group	Former President and CEO of Proto Labs, Inc.	Former Chairman of Nuveen Asset Management

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Executive Summary

Summary of Our Board Composition

Skills and qualifications represented by the director nominees

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PROPOSAL ONE—ELECTION OF DIRECTORS

2021 Nominees for Director

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated nine current members of the Board for election at the 2021 annual meeting. These individuals are Chad R. Abraham, Jonathan J. Doyle, William R. Fitzgerald, Victoria M. Holt, Thomas S. Schreier, Brian R. Sterling, Sherry M. Smith, Philip E. Soran, and Scott C. Taylor. Addison L. Piper and Debbra L. Schoneman, who currently serve on our Board, will not be standing for re-election at the 2021 annual meeting of shareholders, and, as a result, the size of our Board will be decreased from eleven to nine directors. Other than Mr. Sterling, each nominee was elected by the shareholders at the 2020 annual meeting. Mr. Sterling is standing for election by our shareholders as a director of the company for the first time at this year's annual meeting. Mr. Sterling was elected by the Board to serve as a director effective January 4, 2021, and was appointed in accordance with the terms of our merger with Sandler O'Neill & Partners, L.P. ("Sandler"), as the second director (the first being Mr. Doyle) mutually agreed to by the Board and representatives of Sandler.

Each of the nominees was evaluated by the Nominating and Governance Committee in advance of its recommendation of their respective service as a director. Mr. Abraham was elected to serve as chairman of the Board beginning in May 2019. Mr. Soran has served as our lead director since February 2018.

Each of the nominees has agreed to serve as a director if elected. Under our majority voting standard and director resignation policy, each nominee will be elected by a majority of the votes cast with respect to that director'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 "Information Regarding the Board of Directors and Corporate Governance—Majority Voting Standard and Director Resignation Policy" below. Proxies may not be voted for more than nine 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 nine director nominees. Proxies will be voted FOR the election of the nine 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 led 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, finance, and risk management that are necessary to effectively oversee our company. In addition, the Board believes that each of our directors possesses high standards of ethics, integrity and professionalism, sound judgment, community leadership, and a commitment to representing the long-term interests of our shareholders.

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Proposal One: Election of Directors


		Chad R. Abraham, Chairman

Chad R. Abraham Age 52 Director since 2018		*Principal Occupation:* Mr. Abraham has been our chief executive officer since 2018 and chairman of the Board since May 2019. Prior to being appointed chief executive officer, Mr. Abraham previously served as our global co-head of investment banking and capital markets since 2010. He was head of capital markets from 2005 to 2010, and managing director and head of our technology investment banking group from 1999 to 2005. Mr. Abraham began his career at Piper Sandler in 1991 as an investment banking analyst. *Qualifications*: Mr. Abraham has more than 25 years of experience in the investment banking and capital markets industry with Piper Sandler, including as our global co-head of investment banking and capital markets from 2010 to 2017. The Board believes he has the knowledge of our company and its business that is necessary to help formulate and execute our business plans and growth strategies.


		Jonathan J. Doyle

Jonathan J. Doyle Age 56 Director since 2020		*Principal Occupation: Mr. Doyle has been a vice chairman, senior managing principal, and head of our financial services group since January 2020. Mr. Doyle joined our company at the time of our acquisition of Sandler, where he had served as a senior managing principal since January 2012, and partner since January 1995. Mr. Doyle began his career at Marine Midland Bank. Qualifications: Mr. Doyle has more than 25 years of experience in the investment banking and capital markets industry, including as senior managing principal of Sandler for over eight years, where his responsibilities included management of the firm's business operations and long-term growth strategy. The Board believes that Mr. Doyle's extensive industry experience and his knowledge of financial services investment banking provides important perspective and insight to the Board. Other Current Directorships*: • nCino, Inc.

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Proposal One: Election of Directors


		William R. Fitzgerald

William R. Fitzgerald Age 63 Director since 2014 Piper Sandler Board Committees: • Compensation • Governance		*Principal Occupation: Mr. Fitzgerald was chairman of Ascent Capital Group, Inc. from August 2000 through August 2019, and was its chief executive officer from August 2000 through September 2018. Ascent Capital Group (formerly known as Ascent Media Group) was a publicly traded holding company which was ultimately merged with its wholly owned operating subsidiary, Monitronics International, Inc., which offers home and business security alarm monitoring services. In addition, Mr. Fitzgerald previously served as senior vice president of Liberty Media Corporation from July 2000 to December 2012. Mr. Fitzgerald served as executive vice president and chief operating officer for AT&T Broadband (formerly known as Tele-Communications, Inc.) from 1998 to 2000, and as executive vice president, corporate development of TCI Communications, Inc., a wholly-owned subsidiary of Tele-Communications, from 1996 to 1998. Mr. Fitzgerald was previously an investment banking partner with Daniels and Associates (now RBC Capital Markets), and he began his career as a commercial banker at The First National Bank of Chicago. Qualifications: Mr. Fitzgerald brings to the Board significant management experience from his more than 30 years in the media and telecommunications industries, including as CEO of a publicly traded company. In addition, Mr. Fitzgerald's experience as a partner at a middle-market investment bank provides valuable experience to our management and to the Board. Other Previous Directorships Held within the Last Five Years*: • Ascent Capital Group, Inc. (2000 to 2019)


		Victoria M. Holt

Victoria M. Holt Age 63 Director since 2019 Piper Sandler Board Committees: • Governance		*Principal Occupation: Ms. Holt was president and chief executive officer of Proto Labs, Inc., a publicly-traded custom prototype and low-volume production manufacturing company, from February 2014 through her retirement in March 2021. From 2010 through 2013, Ms. Holt was president and chief executive officer of Spartech Corporation, a producer of plastic sheet, compounds, and packaging products, until its sale to PolyOne in 2013. From 2005 to 2010, Ms. Holt was senior vice president of PPG Industries' glass and fiberglass division. Qualifications: Ms. Holt's extensive management experience as a former chief executive officer of a growth-oriented, publicly-traded company provides valuable perspective to the Board and management. In addition, Ms. Holt's experience in the industrials sector is valuable to the company as it is a focus area for our investment banking business. Other Current Directorships: • Waste Management, Inc. Other Previous Directorships Held within the Last Five Years*: • Proto Labs, Inc. (2014 to 2021)

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Proposal One: Election of Directors


		Thomas S. Schreier

Thomas S. Schreier Age 58 Director since 2018 Piper Sandler Board Committees: • Audit • Compensation		*Principal Occupation: Mr. Schreier was the vice chairman of Nuveen Investments, Inc., and chairman of its largest investment adviser, Nuveen Asset Management, from 2011 to 2014, and, following Nuveen's acquisition by TIAA, from 2014 to 2016. Prior to that, Mr. Schreier was the chief executive officer of FAF Advisors from 2001 to 2010, when it was acquired by Nuveen. Earlier in his career, Mr. Schreier was a senior managing director and head of equity research at Piper Sandler from 1999 to 2001. Qualifications*: Mr. Schreier has extensive leadership experience in the financial services sector, including as a senior leader of significant asset management companies. This leadership experience in human capital-based businesses such as ours, as well as his investment banking industry experience, provides significant value to the Board.


		Sherry M. Smith

Sherry M. Smith Age 59 Director since 2016 Piper Sandler Board Committees: • Audit (Chair) • Compensation		*Principal Occupation: Ms. Smith served as executive vice president and chief financial officer of SUPERVALU, INC., a grocery wholesaler and retailer, from 2010 to 2013. Prior to that, she held the role of senior vice president of finance from 2005 to 2010, and senior vice president of finance and treasurer from 2002 to 2005. Qualifications: As a result of her roles at SUPERVALU and the public company boards on which she has served, Ms. Smith has extensive public company financial, accounting, and risk management experience, which provides valuable insight and skills for a director of a publicly traded securities firm such as our company. Other Current Directorships*: • Deere & Company • Tuesday Morning Corporation • Realogy Holdings Corp.

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Proposal One: Election of Directors


		Philip E. Soran

Philip E. Soran Age 64 Director since 2013 Piper Sandler Board Committees: • Governance (Chair)		*Principal Occupation: Mr. Soran served as president, chief executive officer and a director of Compellent Technologies, Inc., a Minnesota-based publicly traded company which he co-founded in March 2002, until its acquisition by Dell Inc. in February 2011. Following the acquisition, he served as the president of Dell Compellent from February 2011 to March 2012. From July 1995 to August 2001, Mr. Soran served as president, chief executive officer and a member of the board of directors of Xiotech, which Mr. Soran co-founded in July 1995. Xiotech was acquired by Seagate in January 2000. Qualifications: Mr. Soran's experience founding and building technology companies provides strategic guidance to the Board and management, and his experience in the technology industry is valuable to the company as it is a focus area for our investment banking business. He also has extensive management experience as a former chief executive officer of a publicly traded company of a similar size to our company. Mr. Soran's perspective as a board member of another publicly traded company also provides valuable insight to the Board. Lead Director: Mr. Soran has been our lead director since February 2018. Other Current Directorships: • SPS Commerce, Inc. Other Previous Directorships Held within the Last Five Years*: • Hutchinson Technology Incorporated (2011 to 2016)


		Brian R. Sterling

Brian R. Sterling Age 60 Director since 2021		*Principal Occupation: Mr. Sterling is a former managing director in the financial services group at Piper Sandler. Mr. Sterling joined Piper Sandler in 2020 in connection with our acquisition of Sandler, where Mr. Sterling had been a principal and co-head of investment banking. Prior to joining Sandler in 2002, Mr. Sterling was a managing director at Merrill Lynch & Co. from 1996 through 2001. Qualifications*: Mr. Sterling has more than 30 years of experience in the investment banking and capital markets industry, including 17 years as co-head of investment banking of Sandler, where his responsibilities included management of the group's employees, business operations, and long-term growth strategy. The Board believes that Mr. Sterling's extensive industry experience and his knowledge of financial services investment banking provides important perspective and insight to the Board.

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Proposal One: Election of Directors


		Scott C. Taylor

Scott C. Taylor Age 56 Director since 2014 Piper Sandler Board Committees: • Audit • Compensation (Chair)		*Principal Occupation: Mr. Taylor served as executive vice president, general counsel, and secretary for NortonLifeLock Inc. (formerly Symantec Corp.), a publicly traded computer security software provider, from August 2008 through January 2020. Mr. Taylor's prior experience includes positions as chief administrative officer, senior vice president and general counsel of Phoenix Technologies Ltd. Prior to that, he was vice president and general counsel of Narus, Inc. Mr. Taylor began his legal career as a corporate attorney at Pillsbury Madison and Sutro LLP (now Pillsbury Winthrop Shaw Pittman LLP). Qualifications: Mr. Taylor brings to the Board significant public company legal and governance expertise developed through his experience as general counsel of two publicly traded companies. In addition, his significant executive experience at leading technology companies provides Mr. Taylor with strong knowledge of the technology industry, which is an area of focus for our investment banking business. Other Current Directorships*: • J2 Global Inc.

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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 at www.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 Sandler must comply with both codes. Both codes are available on the Investor Relations page of our website at www.pipersandler.com, under the heading "Corporate Governance." We will post on our website at www.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 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 at www.pipersandler.com, under the heading "Corporate Governance."

The Board has affirmatively determined, in accordance with our Director Independence Standards that, other than Mr. Sterling, none of our non-employee directors has a material relationship with Piper Sandler and that each of them is independent. When determining the independence of our independent directors, the Board considered the following types of transactions or arrangements: (i) with respect to Ms. Holt, the Board considered an business relationship arising from an ordinary course brokerage account maintained with Piper Sandler on the same terms as other similarly situated clients by Ms. Holt's former primary business affiliation, which was deemed to be immaterial under both the New York Stock Exchange listing standards as well as our Director Independence Standards; and (ii) with respect to each of Messrs Piper and Soran, the Board considered immaterial grants in the amounts of less than $10,000 between Piper Sandler and charitable foundations or other non-profit organizations with which each of those directors is associated. All of these relationships are deemed immaterial under our Director Independence Standards.

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Board of Directors and Corporate Governance

None of Messrs. Abraham, Doyle, or Sterling can be considered an independent director under New York Stock Exchange corporate governance rules because Messrs. Abraham and Doyle are current employees of Piper Sandler, and because Mr. Sterling was an employee of Piper Sandler within the past three years.

Board Leadership Structure and Lead Director

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. Following Mr. Abraham's transition to the role as our chief executive officer, the Board elected Mr. Abraham as our chairman in May 2019. The Board believes that the combination of the roles under Mr. Abraham provides unified leadership for the Board and the company, with one cohesive vision for our organization. As chairman and chief executive officer, Mr. Abraham helps shape the strategy ultimately set by the entire Board and leverages his operational experience to help balance growth and risk management. We believe that the oversight provided by the Board's independent directors, the work of the Board's committees described below, and the coordination between the chief executive officer and the independent directors facilitated by the lead director provides effective oversight of our company's strategic plans and operations.

The Board has 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;
•: sets Board meeting schedules and agendas to ensure that appropriate matters are covered and that there is sufficient time for discussion of all agenda items;
•: monitors information sent to the Board and advises the chairman as to the quality, quantity and timeliness of the flow of information;
•: has authority to call meetings of the independent directors; and
•: if requested by major shareholders, makes himself available for consultation and direct communication.

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

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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 such 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.

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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 Messrs. Abraham, Doyle, and Sterling, Ms. Schoneman, and other members of management do not participate. Our independent directors meet regularly in executive session without any of Messrs. Abraham, Doyle, or Sterling, or Ms. Schoneman, the 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 such 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:

None of Messrs. Abraham, Doyle, Piper, or Sterling or Ms. Schoneman serve on any of the committees of the Board.

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		*Audit Committee*

Members: Sherry M. Smith (Chair) Thomas S. Schreier Scott C. Taylor Number of Meetings in 2020: 12		*Functions*: The Audit Committee's purpose is to oversee the integrity of our financial statements, the independent auditor's qualifications and independence, the performance of our internal audit function and independent auditor, and compliance with legal and regulatory requirements. To this end, the Audit Committee: • Oversees our public financial reporting, and reviews the integrity of our accounting and financial reporting processes and audits of our financial statements, and prepares the Audit Committee Report included in our proxy statement for the annual meeting of shareholders; • Oversees and evaluates the performance of the independent auditor; • Oversees our risk assessment and management framework; • Provides an open avenue of communication among the independent auditor, financial and senior management, the internal auditors and the Board; and • Oversees our major risk exposures in the areas of market risk, credit risk, liquidity risk, legal and regulatory risks, operational risk (including cybersecurity), human capital risks related to misconduct and fraud, and legal and compliance matters. In exercising its authority to oversee, retain, and terminate the independent auditor, the Audit Committee annually reviews the independent auditor's performance and independence, taking into consideration the quality of the Audit Committee's ongoing discussions with the independent auditor, management's perceptions of the independent auditor's expertise and past performance, the appropriateness of fees charged; and the independent auditor's independence qualification, including the independent auditor's provision of any permissible non-audit services and the related fees received for such services, as further described below in the section titled "Audit Committee Report and Payment of Fees to our Independent Auditor—Auditor Fees." The Audit Committee's responsibilities are more fully described in its charter. The Board has determined that all members of the Audit Committee are independent (as that term is defined in the applicable New York Stock Exchange rules and in regulations of the Securities and Exchange Commission (the "SEC")), that all members are financially literate and have the accounting or related financial expertise required by the New York Stock Exchange rules, and that each of Ms. Smith, Mr. Schreier, and Mr. Taylor qualify as an "audit committee financial expert" as defined by regulations of the SEC.

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		*Compensation Committee*

Members: Scott C. Taylor (Chair) William R. Fitzgerald Thomas S. Schreier Sherry M. Smith Number of Meetings in 2020: 7		*Functions: The Compensation Committee's purpose is to oversee the compensation of the company's executive officers as well as other broad-based employee compensation and benefits programs to ensure that our compensation and employee benefit programs are aligned with our compensation philosophy and adequately attract and retain the talent that we rely on as a human-capital business. To that end, the Compensation Committee: • Establishes performance goals for our CEO and oversees the performance goals set by our CEO for our other executive officers and annually evaluates their performance; • Determines the annual compensation of our CEO and other executive officers; • Oversees our executive compensation program, as well as other broad-based incentive, equity-based, retirement or other material employee benefit plans; • Reviews and discusses with management the disclosures regarding executive compensation to be included in our proxy statement for the annual meeting of shareholders, and recommends to the Board inclusion of the Compensation Discussion and Analysis in our proxy statement for the annual meeting of shareholders; and • Oversees major risk exposures relating to compensation, organizational structure, and succession, and whether the company's compensation arrangements are consistent with effective controls and sound risk management. The Compensation Committee's responsibilities are more fully described in its charter. For more information regarding the Committee's process in setting compensation, please see "Compensation Discussion and Analysis—How Compensation Decisions are Made" below. Management Support: The work of the Compensation Committee is supported by our human capital department, primarily through our chief human capital officer, our finance department, primarily through our chief financial officer, and by our legal department, primarily through our general counsel, who all prepare and present information and recommendations for review and consideration by the Compensation Committee. These personnel work closely with the Compensation Committee chair and, as appropriate, our chief executive officer. For more information, refer to the section below titled "Compensation Discussion and Analysis—How Compensation Decisions are Made—Involvement of Executive Officers." Use of Compensation Consultant*: The Compensation Committee has sole authority to engage, retain, and terminate independent compensation consultants, 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." The Board has determined that all members of the Compensation Committee are independent (as that term is defined in applicable New York Stock Exchange rules).

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		*Nominating and Governance Committee*

Members: Philip E. Soran (Chair) William R. Fitzgerald Victoria M. Holt Number of Meetings in 2020: 4		*Functions*: The purpose of the Nominating and Governance Committee ("Governance Committee") is to oversee the make-up and succession of our Board to ensure that our Board continues to have the right mix of skills, qualifications, and diversity to effectively oversee our company. To that end, the Governance Committee: • Identifies and evaluates candidates for nomination as directors, responds to director nominations submitted by shareholders, evaluates the performance and independence of our Board members, and recommends the slate of director nominees for election at the annual meeting of shareholders and candidates to fill vacancies between annual meetings; • Oversees committee membership and structure, and recommends qualified members of the Board for membership on committees; • Reviews and assesses the adequacy of our Corporate Governance Principles, and recommends to the Board sound corporate governance principles and practices; • Oversees administration of our related person transaction policy and reviews the transactions submitted to it pursuant to such policy; • Oversees the annual evaluation process for the chief executive officer, the Board, and Board committees; and • Oversees the Board's committee structures and functions as they relate to risk oversight. The responsibilities of the Governance Committee are more fully described in the Governance Committee's charter. The Board has determined that all members of the Governance Committee are independent (as that term is defined in applicable New York Stock Exchange rules).

Annual Board Evaluation Process

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

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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 nine meetings during 2020. 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 2020, with the directors collectively attending 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 2020 annual meeting of shareholders attended such virtual meeting.

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 Sandler Companies, 800 Nicollet Mall, Suite 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 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 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 Sandler Companies, 800 Nicollet Mall, Suite 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 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. As a result, any shareholder nominees for election to the Board pursuant to our bylaws must be received no earlier than January 21, 2022, and no later than February 20, 2022. Your notice must

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set forth all information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

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

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Compensation Program for Non-Employee Directors

During 2020, in response to the outbreak of COVID-19, the first and second quarter cash retainers paid to our non-employee directors were reduced by 50%. As we gained visibility into our 2020 performance and future financial outlook, our non-employee directors' retainers were restored in the third quarter of 2020.

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


		Annual Compensation for Non-Employee Directors for 2020

Board Service		• $70,000 cash retainer (reduced by 50% for the first and second quarters of 2020 in response to COVID-19) • $90,000 grant of shares of our common stock

Service on a Committee		• Audit—$10,000 cash retainer • Compensation—$5,000 cash retainer • Governance—$5,000 cash retainer

Service as a Committee Chair		• Audit—$25,000 cash retainer • Compensation—$15,000 cash retainer • Governance—$15,000 cash retainer

Additional Retainer		• Lead Director—$30,000 cash retainer

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

In 2020, 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 year. The annual grant of $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 Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (the "Incentive Plan"). With respect to Board service in 2021, the annual cash retainer has been increased from $70,000 to $80,000, the annual grant of shares of our common stock has been increased from $90,000 to $95,000, and observer fees have been eliminated.

Our non-employee directors may participate in the Piper Sandler 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 Sandler for any calendar year. All cash amounts and share grants deferred by a participating director are credited to a recordkeeping account and deemed invested in phantom shares of our common stock as of the date the deferred fees otherwise would have been paid or the shares otherwise would have been issued to the

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director. Any dividends that we pay on shares of our common stock are also credited as additional phantom shares to the directors' recordkeeping accounts based on the closing price per share of our common stock on the New York Stock Exchange on the date the dividend is paid. No shares of common stock are reserved, repurchased or issued until the director'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 $50 up to an aggregate maximum of $5,000 per year. Employees of Piper Sandler who also serve as directors receive compensation for their service as employees, but they do not receive any additional compensation for their service as directors.

Non-Employee Director Compensation for 2020

The following table contains compensation information for our non-employee directors for the year ended December 31, 2020.

	Fees Earned or Paid in Cash

Director	Annual Retainer ($)			Additional Retainer and Meeting Fees ($)			Stock Awards(1)(2) ($)			Total ($)
William R. Fitzgerald		52,596			10,000			90,011			152,607
Victoria M. Holt		52,596			7,000			90,011	⁽³⁾		149,607
Addison L. Piper		52,596			14,000			90,011			156,607
Thomas S. Schreier		52,596			15,000			90,011			157,607
Sherry M. Smith		52,596			30,000			90,011			172,607
Philip E. Soran		52,596	⁽³⁾		46,000	⁽³⁾		90,011	⁽³⁾		188,607
Scott C. Taylor		52,596			25,000			90,011	⁽³⁾		167,607

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

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Compensation Discussion and Analysis

Highlights of 2020 Financial Performance

Our strong 2020 financial results reflected our employees' unwavering focus on our clients throughout the year, with strong relative performance by each of our businesses at various points. We achieved record adjusted net revenues of $1.23 billion, a 50% increase from 2019, which reflected broad-based contributions from all of our businesses during the year as well as the additions of Sandler and Weeden & Co., L.P. ("Weeden") to our platform. We also achieved record adjusted net income of $177.6 million, a 67% increase from 2019, and record adjusted earnings per share of $10.02, a 36% increase from 2019.⁽¹⁾ Our adjusted corporate investment banking revenues for the year were $739 million, putting us close to the goal of $750 million that we have set for our company. We ended 2020 with an adjusted operating margin in excess of 20%, and an adjusted ROE of 18.6%, which was the highest in our company's history. We believe that these results reflect the strong foundation that we have laid in recent years, focused on consistent, profitable market-share growth anchored around leading franchises.

(1): Adjusted net revenues, adjusted net income, adjusted earnings per share, adjusted operating margin, 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 Appendix A to this proxy statement.

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The following were the key aspects of our 2020 financial performance considered by our Compensation Committee (referred to as the "Committee" in this Compensation Discussion and Analysis) when determining executive officer compensation for 2020:


Adjusted Net Revenues ($M)*		Adjusted Earnings Per Share*

Adjusted ROE*		Total Shareholder Returns ("TSR") (as of 12/31/2020)

*: From continuing operations only.

•: We generated record adjusted net revenues of $1.23 billion, demonstrating the strength and resiliency of our platform, and our ability to successfully execute on and integrate our significant acquisitions of Sandler and Weeden.
•: We achieved record adjusted net income of $177.6 million, adjusted earnings per share of $10.02, and an adjusted ROE of 18.8%, demonstrating the operating leverage in our business that we receive from our scale and strong performance, and our discipline in focusing on profitable growth, especially in our higher-margin advisory and capital markets businesses.
•: Our corporate investment banking business achieved $739 million in adjusted net revenues in 2020, which included record corporate financing revenues of $295.3 million.

At the end of 2020, our five-year TSR was at the 84^th percentile among our peer 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.

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Our 2020 Financial Performance

The diversification of our platform was demonstrated by the broad-based contributions from each of our businesses during the year. In the first quarter of 2020, when activity in our investment banking business slowed down as a result of the outbreak of COVID-19, our equities and fixed income institutional brokerage businesses, which had been significantly bolstered through our 2019 acquisitions of Sandler and Weeden, helped our clients to navigate severe market volatility. Then, beginning in the second quarter and continuing through the rest of the year, our capital markets business performed at record levels as clients looked to strengthen their balance sheets and take advantage of an accommodative capital raising environment. Our healthcare team made significant contributions to our equity financing results with market share gains during the year, and our financial services group, who joined us from our acquisition of Sandler, maintained their historically strong market share in excess of 50% for debt financings undertaken by community and regional banks. Lastly, in the fourth quarter, our advisory and public finance businesses rebounded to set quarterly revenue records.

Importantly, our 2020 results reflect strong contributions from two of our strategic acquisitions that we announced in 2019: Sandler and Weeden. Our performance in 2020 demonstrated the value of those strategic investments and our ability to execute. Also in 2020, we completed the acquisitions of two other market-leading franchises: The Valence Group, LLC (the "Valence Group"), a chemicals advisory boutique, and TRS Advisors LLC ("TRS Advisors"), a restructuring boutique. We believe that each of these acquisitions will contribute additional product diversification and resiliency to our platform throughout the market cycle.

Our record financial performance and execution during the year impacted the level of incentive compensation paid to our executive officers for 2020 performance, as more fully discussed below in this Compensation Discussion and Analysis.

Our Response to COVID-19

As COVID-19 spread throughout the world in March 2020, our firm had to respond to a number of challenges. Uncertainty over the economic impact of the pandemic resulted in some of the highest levels of volatility in equity and fixed income markets since the financial crisis of 2008. This volatility and the uncertainty in the market greatly impacted our clients, who then turned to Piper Sandler for advice and execution. At the same time, in response to concerns about the health and well-being of our employees, we quickly implemented work-from-home capabilities across our entire firm, and nearly all of our employees transitioned to a work-from-home environment while they continued to help our clients navigate unprecedented market conditions.

With respect to our own financial actions at that time, we quickly moved to a more conservative position by prudently managing our capital and costs. The steps we took in this regard included cutting base salaries for a significant number of our managing directors, including our Leadership Team, and reducing our dividend in the second quarter of 2020. As confidence in global markets gradually returned throughout the summer and into the fall, and we gained visibility into our financial outlook, we fully restored our quarterly dividend in December 2020. Our special 2020 annual dividend, which was paid in March 2021, was $1.85 per outstanding share of our common stock, bringing the total quarterly and special annual dividends paid with respect to 2020 to $3.10 per share, which was an approximately 38% increase from 2019. Meanwhile, we implemented a number of health and safety measures in our offices, and many of our employees have become comfortable returning to the office.

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To summarize, the steps we took in 2020 in response to the outbreak of COVID-19 were primarily as follows:

Our Response to COVID-19


•		Our Board held special meetings in March and April to discuss with management the Company's response to the COVID-19 pandemic and capital plan.
•		We quickly transitioned to a work-from-home environment for over 90% of our employees in the interest of their health and well-being.
•		Prudently managed capital and costs, reducing our quarterly dividend and implementing base salary cuts for a significant number of our managing directors, including for our Leadership Team, until we gained better visibility into our outlook.
•		Implemented return-to-office safety measures, with the option to continue working from home.

No Compensation Program Changes in Response to COVID-19

As described above, one of our first actions following the widespread outbreak of the COVID-19 pandemic was to reduce the base salaries of a significant number of our managing directors, including our Leadership Team, in an effort to manage costs and our capital position.

Other than cuts to base salaries, we did not make any other changes to our annual or long-term incentive program or executive compensation in response to COVID-19 during 2020. We did not restore our named executive officers' base salaries until January 1, 2021. Due to our strong financial performance during 2020, additional annual cash incentive compensation was earned by our executive officers under our annual incentive plan, which offset the reduction in their 2020 base salaries.

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 2020, collectively as the "named executive officers." In addition to our CEO and CFO, this group includes Debbra L. Schoneman, our president, R. Scott LaRue, our global co-head of investment banking and capital markets, and Jonathan J. Doyle, our head of the financial services group.

Our Transformational Acquisition of Sandler

In January 2020, we completed our acquisition of Sandler, a leading middle-market investment bank focused on the financial services sector. Sandler represented the best-in-class for the quality of their professionals, the depth of their client relationships, and their industry-leading advice. That is why we renamed our collective company Piper Sandler Companies following the acquisition—to reflect the unique opportunity of our new company while acknowledging our deep respect for the Sandler legacy.

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The transaction was our largest acquisition since becoming a public company, and a major milestone in our 125-year history. But it is not size alone that makes it transformational. The deal was a significant step forward in realizing our vision of what we are building—a leading financial advisory and capital markets firm that wins through deep sector expertise, candid advice, and a differentiated, highly productive culture—enabling growth and success for our clients, as well as rewarding careers for our employees.

Sandler now forms our financial services group, with over 300 employees, and is led by Mr. Doyle, one of the two former senior managing principals of Sandler. The results that the Sandler team achieved during 2020 exceeded our expectations and contributed meaningfully to our firm-wide profitability. Even as their advisory services business slowed from the impact of the pandemic, the group's debt capital markets and fixed income franchises performed very strongly, demonstrating our diversified and complementary offering of solutions for clients and the depth and importance of our client relationships and strategic capabilities. We continue to find ways to increase collaboration and synergies between the legacy Piper and Sandler businesses, and believe that the combination will continue to deliver strong returns for our shareholders.

One-Time Employment Agreement with Mr. Doyle

A key to ensuring a successful transaction with Sandler will be the long-term retention of Sandler's human capital. As part of that effort, Sandler's senior leadership transitioned to Piper Sandler and remains an integral and essential part of making the transformational acquisition a success. Mr. Doyle became our vice chairman and head of the financial services group, and we appointed him to the Board in January 2020. His leadership has helped to ensure the success of the integration and that Sandler's business remained stable and productive throughout 2020. Further, Mr. Doyle remains a key producer within the financial services group as he continues to advise clients.

In connection with the acquisition, we made the strategic decision to enter into a special, one-time employment agreement with Mr. Doyle that provides for minimum levels of incentive compensation from 2020 through 2024 while providing us with extensive restrictive covenants, including a five-year non-compete, designed to protect the value paid in the transaction.

Under his employment agreement, Mr. Doyle will receive an annual base salary of $500,000. With respect to both 2020 and 2021, Mr. Doyle's total compensation, consisting of base salary and annual incentive compensation, will be between $7,000,000 and $10,000,000 per year, with his incentive compensation being paid as a mix of 60% cash and 40% performance-based or restricted compensation awards, including long-term performance share units. For the years 2022, 2023, and 2024, Mr. Doyle's annual incentive compensation will be no less than $5,000,000 per year, with his incentive compensation being paid in the same mix of cash and performance-based or restricted compensation awards as is paid to our co-heads of investment banking and capital markets. If Mr. Doyle is terminated by the company without cause, he will receive an annual bonus for the year in which he was terminated, but not for any additional years.

Although it is not our practice to enter into an employment agreement with an executive officer that provides for minimum levels of incentive compensation, our Board believed that doing so in this instance was appropriate in light of the transformational nature of our acquisition of Sandler as well as the following considerations:

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Why We Entered into the One-time Employment Agreement with Mr. Doyle

•

The Employment Agreement was Essential to Completing the Acquisition of Sandler—Although it is not our practice to enter into employment agreements with executive officers offering minimum levels of compensation, Mr. Doyle's one-time employment agreement was essential to completing the acquisition of Sandler. The employment agreement provided Mr. Doyle, who had not previously worked for a public company, with a clear, five-year transition from the private partnership compensation that he had historically received at Sandler, to our public company executive compensation program. This transition provided Mr. Doyle confidence that the compensation that he would receive for his productivity and management of the financial services group would be similar to what he had received historically. At the end of the five-year transition period, Mr. Doyle will fully join our executive compensation program.

Five-Year Transition to Executive Compensation Program

•

Mr. Doyle is a Significant Revenue Producer—Mr. Doyle both manages the 300-employee financial services group and continues to advise clients. In 2020, as in prior years, he was one of that group's top revenue producers. When viewed within the context of the business he produces in addition to his responsibilities for managing the financial services group and serving as a member of our Leadership Team, we believe that Mr. Doyle's compensation is both reasonable and appropriate.

•: Mr. Doyle's Incentive Compensation is Governed by our Compensation Ratio—As part of our acquisition of Sandler, our financial services group, including Mr. Doyle, agreed to operate within the parameters set by our historical compensation ratio (i.e., the portion of our revenues that are paid out to employees in compensation and benefits). In 2020, our firm-wide adjusted compensation ratio including the financial services group was 61.9%, which was unchanged from 2019, prior to our acquisition of Sandler. This agreement means that Mr. Doyle's incentive compensation must take into consideration the limit set by the financial services group's compensation ratio, as well as the compensation that Mr. Doyle has allocated to the employees within his group, including revenue producers. This arrangement is important and favorable to shareholders because it protects our margins, and requires that Mr. Doyle's incentive compensation be dependent upon the performance of our financial services group as a whole.
•: We Secured a Critical Five-year Non-Compete—As part of Mr. Doyle's employment agreement, we required Mr. Doyle to agree to a significant five-year non-compete agreement which prevents him from competing in the investment banking sector until 2025, and in the financial services sector more broadly until 2023. This non-compete agreement was important to the acquisition, as it ensures that Mr. Doyle cannot go to a competitor in the first few critical years following the integration.
•: Mr. Doyle is our largest individual shareholder—Another way that we ensured alignment and retention of Sandler's human capital was by delivering approximately 24% of the consideration for the acquisition in the form of shares of restricted stock which ratably vests over the three years following the closing. Given his ownership of Sandler, Mr. Doyle received 162,155 shares of restricted stock in consideration, as well as an additional $9.9 million, or 124,286 shares, of retention restricted stock which is described below. These grants resulted in Mr. Doyle becoming our largest individual shareholder, further aligning Mr. Doyle with our shareholders generally, and incentivizing him to create long-term value for our company as a whole.

Given these considerations, the Board determined that the decision to enter into Mr. Doyle's employment agreement was, on balance, advantageous to the company, particularly in light of his on going role in the leadership of the financial services group and the company, his significant revenue production, the length of his non-compete, the express connection to the company's compensation ratio, and—most importantly—the strategic and transformational nature of the transaction and its potential to grow and create shareholder value.

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One-Time Retention Restricted Stock Award Granted to Mr. Doyle

Given Mr. Doyle's importance to the successful integration and productivity of the financial services group, we granted Mr. Doyle a $9.9 million restricted stock award on January 3, 2020, in connection with the closing of the acquisition of Sandler. Mr. Doyle's restricted stock award has a substantial vesting period of five years. As long as Mr. Doyle remains an employee of Piper Sandler, his restricted stock award will vest ratably on January 17 of each of 2023, 2024, and 2025, subject to accelerated vesting if Mr. Doyle's employment is terminated without cause or for good reason. Therefore, although the full amount of Mr. Doyle's special $9.9 million retention restricted stock award is represented as 2020 compensation in this year's Summary Compensation Table included below, Mr. Doyle will only realize the full value of the award if he remains an employee of Piper Sandler until 2025.

Mr. Doyle's Retention Restricted Stock Award Will Not Begin to Vest Until 2023

Shareholder Engagement on Mr. Doyle's Employment Agreement

Although we entered into the one-time employment agreement with Mr. Doyle because the Board believed that the arrangement, and the Sandler acquisition as a whole, was in our Company's best interests, we did so with the knowledge that many of our shareholders would be focused on the agreement and the rationale for entering into it. Given this, we reached out to our 10 largest shareholders to explain the importance of Mr. Doyle's employment agreement and to discuss our executive compensation program as a whole during 2020. Included in these discussions was our management as well as the independent chair of the Compensation Committee whenever requested by the shareholder. Throughout these discussions, we provided our shareholders with the context surrounding the agreement, namely:

•: Mr. Doyle's employment agreement is a one-time situation that was essential to completing the most transformational acquisition in our 125-year history, and to transition Mr. Doyle from a private partnership compensation model to a public company compensation model.
•: Mr. Doyle's compensation should be viewed in light of the value of the Sandler acquisition, as well as the amount of revenue that Mr. Doyle is individually responsible for producing.
•: Mr. Doyle's incentive compensation is included in and limited by the financial services group's overall compensation ratio, which maintains our margins, and we believe is favorable to our shareholders.
•: Mr. Doyle's agreement to a five-year non-compete in return for the employment agreement is significant, and helps ensure the success of our acquisition of Sandler.

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In summary, we sought to impress upon our shareholders that it is not our practice to enter into employment agreements with our executive officers, and that Mr. Doyle's employment agreement is a one-time situation unique to our acquisition of Sandler. The feedback that we received from our shareholders was constructive. They expressed an understanding of our rationale for entering into the employment and its context within the Sandler acquisition, and emphasized the importance of our continued disclosures and our explanation of our rationale to shareholders.

Executive Compensation Program

In 2020, 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		2020 base salaries were reduced by 43% to 48% to manage costs in response to the COVID-19 pandemic. Salaries provide a market-competitive amount of cash compensation for each executive that is not variable.
Annual Incentive Compensation		Our annual incentive program directly aligns our named 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. The amount of PSUs awarded to each named executive officer is based on the amount of annual incentive compensation paid to the named executive officer.

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For compensation earned for individual performance in 2020 and paid or granted in February 2021, our named executive officers' total incentive compensation was paid or granted as follows:

2020 Incentive Compensation Program (paid or granted in February 2021)

* In accordance with his employment agreement, Mr. Doyle received 27% of his performance or restricted compensation in the form of a PSU award, and 73% in time-vested compensation (including shares of Piper Sandler restricted stock and MFRS).

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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 incentives directly 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 awards directly tied to (1) adjusted ROE, a key operating performance metric, and (2) returns generated for our shareholders as measured by relative TSR;	X	No repricing of underwater stock options;
ü	Stock ownership guidelines for executive officers and directors, supplemented with an anti-hedging policy;	X	No excessive perquisites;
ü	"Double trigger" change-in-control provision for all equity awards;	X	No 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;	X	No tax gross-ups on perquisites, severance, or change in control payments;
ü	On-going shareholder outreach by our Compensation Committee and management to solicit feedback on compensation and governance;	X	No executive pensions or additional benefit accruals under nonqualified executive retirement programs; and
ü	Independent compensation consultant provides input into the Compensation Committee's compensation determinations;	X	No unearned dividends paid on unvested equity awards.
ü	Peer group reviews are conducted annually by our Compensation Committee to ensure the ongoing relevance of each peer; and
ü	Cap on cash incentives limits the portion of the CEO's, CFO's and president's incentive awards that may be paid in cash.

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Our Compensation Philosophy and Objectives

Our executive compensation program is designed to drive and reward corporate performance annually and over the long term, as measured by increasing shareholder value. Compensation also must be internally equitable and externally competitive 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 earned only 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 is 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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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 lead director 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 incentive 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 2020 was equal to five 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.

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 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.

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, there are a limited number of other companies that are directly comparable to Piper Sandler. Our peer group includes companies primarily consisting of investment

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banks with revenues and market capitalizations similar to ours. Our 2020 peer group, which we use to benchmark our 2020 compensation against generally, consisted of the following companies:


2020 Peer Group
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.		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 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 for purposes of measuring the relative TSR metric of the PSU awards.

Compensation Consultant

The Committee engaged FW Cook as its independent compensation consultant for 2020. 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 2020 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 Sandler. After considering the foregoing, as well 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.

Say-on-Pay

At our 2020 annual meeting of shareholders, our say-on-pay proposal received "for" votes that represented approximately 97.0% of the aggregate number of shares that voted "for" and "against" the proposal, which was substantially similar to our 2019 results. We believe that this result reflects

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endorsement of the Committee's handling of executive compensation matters. The Company regularly reaches out to its largest institutional shareholders to seek their input and perspectives on our executive compensation program.

Clawback Policy

The Board 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 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.

2020 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 2020 executive compensation program. Importantly, this Supplemental Compensation Table differs from the Summary Compensation Table appearing later in this proxy statement.

For example, the "Restricted Compensation Incentive" column in the table below shows the restricted shares of our common stock that were earned as part of the annual incentive compensation program for 2020 performance, but were granted in February 2021. In contrast, the Summary Compensation Table appearing later in this proxy statement shows for 2020 the restricted shares of our common stock that were granted in February 2020, meaning that they were earned as part of the annual incentive compensation program for 2019 performance.

Similarly, the Supplemental Compensation Table below shows in the "Long-Term PSU Award" column the PSUs granted to our executive officers in February 2021. In contrast, the Summary Compensation Table appearing later in this proxy statement shows for 2020 the PSUs granted in February 2020, meaning that they were earned as part of the compensation program for 2019 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.

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Supplemental Compensation Table

			Incentive Compensation

			Incentive Compensation						Total Including One-Time Grant
Name		Base Salary	Cash Incentive(1)	Restricted Compensation Incentive(2)	Long-Term PSU Award(3)	Incentive Total		One-Time Grants(4)	Total Including One-Time Grant
Chad R. Abraham	2020	$283,333	$2,750,000	$2,214,000	$1,978,000	$	6,942,000	—	$7,225,333
Chairman and CEO	2019	$550,000	$1,650,000	$1,675,000	$1,675,000	$	5,000,000	—	$5,550,000
	2018	$550,000	$1,420,000	$1,065,000	$1,065,000	$	4,100,000	$1,200,010	$5,300,010
Debbra L. Schoneman	2020	$266,667	$2,120,000	$636,000	$777,000	$	3,533,000	—	$3,799,667
President	2019	$500,000	$1,225,000	$612,500	$612,500	$	2,450,000	—	$2,950,000
	2018	$500,000	$850,000	$425,000	$425,000	$	2,200,000	$800,015	$3,000,015
Timothy L. Carter	2020	$241,667	$1,175,000	$352,000	$431,000	$	1,958,000	—	$2,199,667
CFO	2019	$425,000	$637,500	$318,750	$318,750	$	1,275,000	—	$1,700,000
	2018	$425,000	$370,000

Sherry M. Smith

Philip E. Soran

Brian R. Sterling

Scott C. Taylor

Former Executive VP and CFO of SUPERVALU
Chair Audit

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

Former Managing Director of Piper Sandler Companies, former Co-Head of Investment Bankng at Sandler & O'Neill & Partners, L.P.

Former Executive VP and General Counsel of NortonLifeLock Inc.
Chair Compensation