DEF 14A

DEF 14A 1 d125243ddef14a.htm DEF 14A DEF 14A

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

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

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

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Rule 240.14a-12

Stifel Financial Corp.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):



☒		No fee required

☐		Fee paid previously with preliminary materials.

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

LOGO

LETTER FROM OUR CHAIRMAN & CEO

501 North Broadway

St. Louis, Missouri 63102

April 29, 2022

Fellow Shareholders:

We cordially invite you to participate in the 2022 Annual Meeting of Shareholders of Stifel Financial Corp., which will be held virtually on June 13, 2022 at 9:30 a.m., Central Time. We hope that you will be able to participate.

Enclosed you will find a notice setting forth the business expected to come before the meeting and instructions for accessing this Proxy Statement and our Annual Report for the year ended December 31, 2021 on the Internet and for submitting proxy votes online. The notice also contains instructions on how to request a printed set of proxy materials.

Your vote is very important to us. Whether or not you plan to participate in the virtual-only meeting directly, we hope that your shares are represented and voted.

I expand on our performance, strategy, and outlook in my Annual Report Shareholder Letter, which I hope you will read. Also, I am proud of the significant strides we have made in our ESG initiatives in the past few years, and invite you to learn more about them by reading our inaugural Environmental, Social & Governance report, which is available at stifel.com.

Thank you for your investment in Stifel. I look forward to welcoming our shareholders to the Annual Meeting.

Sincerely,

LOGO

Ronald J. Kruszewski

Chairman of the Board and Chief Executive Officer

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Proxy Statement for the 2022 Annual Meeting of Shareholders

TABLE OF CONTENTS


LETTER FROM OUR CHAIRMAN & CEO			1
TABLE OF CONTENTS			2
NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS			3
Performance Highlights			4

Shareholders’ Say on Pay: Outreach and Shareholder Input			7

ESG: Environmental, Social and Governance			8

Corporate Governance Highlights			9

Diversity Is an Important Factor in Consideration of Potential and Incumbent Directors			11
ITEM 1. ELECTION OF DIRECTORS			12
Our Directors			12

Our Corporate Governance Principles			18

Committees of the Board of Directors			19

Other Governance Matters			21
COMPENSATION DISCUSSION & ANALYSIS			22
Committee Process and Determinations			22

Company Performance			24

Executive Compensation Determinations for 2021			29

2021 Compensation Determinations for Named Executive Officers			30

Key Pay Practices			34

Committee Commitments and Principles			34

Key Executive Compensation Program Elements			38

Pay Structure and Risk Mitigation			40

Summary Compensation Table Treatment of Timing of Compensation			45

Use of Non-GAAP Measures			45


SUMMARY COMPENSATION TABLE			46
Grants of Plan-Based Awards			47

Stock Unit Awards and Grant Date Fair Value under ASC 718			48

Additional Information about Compensation Paid to the Named Executive Officers			48

Outstanding Equity Awards at Fiscal Year-End			49

Option Exercises and Stock Units Vested or Converted			50

Post-Employment Payments Discussion			51

Non-Employee Director Compensation			52

Certain Relationships and Related Transactions			53

CEO Pay Ratio			54

Compensation Committee Report On Executive Compensation			55
ITEM 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY)			55
ITEM 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			56
BENEFICIAL OWNERSHIP			58
Ownership of Directors and Executive Officers			58

Beneficial Owners with more than Five Percent of our common stock			59

Beneficial Ownership by Employees			60
QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING			60
OTHER MATTERS			63

LOGO

Proxy Statement for the 2022 Annual Meeting of Shareholders

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS



TIME AND DATE:	Monday, June 13, 2022 at 9:30 a.m., Central Time

VIRTUAL-ONLY ACCESS:	As in recent years, the 2022 Annual Meeting of Shareholders will be virtual-only. Anyone may enter the meeting as a guest in listen-only mode, only shareholders as of the record date and holders of valid proxies may attend and participate in the meeting, vote electronically and submit questions before and during the meeting by visiting www.meetnow.global/MD6XKL5 at the meeting date and time. If you plan to attend the virtual meeting, please refer to Questions & Answers about the Annual Meeting on page 60 for details.

ITEMS OF BUSINESS:		Board Recommendation	Page Reference
	u Election of Directors, each as nominated by the Board of Directors (the “Board”)	For	12
	u An advisory vote to approve executive compensation (Say on Pay)	For	55
	u Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022	For	56
	u Transaction of such other business as may properly come before our 2021 Annual Meeting of Shareholders
RECORD DATE:	You are entitled to vote if you were a shareholder at the close of business on April 14, 2022
VOTING BY PROXY:	Your vote is very important. By April 29, 2022, we will have sent to certain of our shareholders a Notice of Internet Availability of Proxy Materials (“Notice”). The Notice includes instructions on how to access our Proxy Statement and 2021 Annual Report to Shareholders and vote online or by telephone, no later than close of business on June 10, 2022. If you received a paper copy of the proxy card, you may mail your proxy vote in the provided envelope.

For additional information about our Annual Meeting, see the Questions & Answers about the Annual Meeting, beginning on page 60.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 13, 2022: Our Proxy Statement and 2021 Annual Report are available at: stifel.com/investor-relations/annual-reports

By Order of the Board of Directors,

Mark P. Fisher, Corporate Secretary

April 9, 2022

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Proxy Statement for the 2022 Annual Meeting of Shareholders

PERFORMANCE HIGHLIGHTS

We encourage you to read the following Performance Highlights as background to this Proxy Statement. Throughout this Proxy Statement, performance measures are GAAP-based unless otherwise noted. We explain why we use certain non-GAAP measures on page 45. All common share information in this Proxy Statement, including historic information, is adjusted for the December 2020 3-for-2 stock split.

LOGO

Continued Strong Performance in 2021

Record annual net revenues of over $4.7 billion, an increase of 26% over 2020.

26th consecutive annual increase in net revenues.

Record net revenues and pre-tax margins in both Global Wealth Management and the Institutional Group.

Record non-GAAP net income available to common shareholders of $840 million, or $7.08 per diluted common share.

Non-GAAP Return on Common Equity of 21% and Return on Average Common Shareholder’s Equity (ROTCE) of 31%;

Returned $354 million to shareholders through dividends, net settlement of restricted stock units and share repurchases.

Increased book value per common share by $5.72 or 16% to $41.63.

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Proxy Statement for the 2022 Annual Meeting of Shareholders

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Proxy Statement for the 2022 Annual Meeting of Shareholders

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Proxy Statement for the 2022 Annual Meeting of Shareholders

SHAREHOLDERS’ SAY ON PAY: OUTREACH AND SHAREHOLDER INPUT

Shareholders overwhelmingly support our compensation program

Last year, more than 98% of shareholders voting supported

Similarly strong support in recent years

Senior management and the Committee are committed to a high level of shareholder outreach and response to input

Ongoing communication with shareholders throughout the year

Compensation-focused dialog with top 20 institutional shareholders, over 60% of outstanding shares

Regular interface with our employees, over 27% of outstanding shares

We have responded to feedback in recent years – some of our responsive actions have been

Greater utilization of performance-based awards

Clearly articulated goals

Fuller disclosure

Some of our institutional shareholders publish proxy voting guidelines, including the following:



Institutional Shareholder Guidelines	Stifel Response	Cross-Reference

Incentive plans should reflect strategy and incorporate long-term shareholder value drivers, including metrics and timeframes.	Our Committee has developed a facts-based, performance-focused framework by which it assesses executive officer performance and sets compensation against clearly stated and measured Company and business goals. Our Performance-Based Restricted Stock Units (PRSUs) are primarily based on measuring objective, clearly stated performance goals.	Page 23, Incentive Assessment Framework Results Page 40, Performance-Based Restricted Stock Units, PRSUs

Performance results should generally be achieved over a 3- to 5-year time horizon.	PRSUs are measured over a 4-year period and vest over a 5-year period. Both periods are longer than is typical in the market, which we believe results in stronger retention.	Page 40, Performance-Based Restricted Stock Units, PRSUs

Peer group evaluation should be used to maintain awareness of pay levels and practices.	Our peer group was identified by Compensation Advisory Partners LLC (CAP), our independent compensation consultant. CAP provided the Committee with market data on executive compensation trends and executive officer compensation levels, and assisted the Committee with evaluation of pay-for-performance alignment.	Page 37, Independent Compensation Committee Consultant and Identification of Peer Group

Disclose the rationale behind the selection of pay vehicles and how these fit with intended incentives.	Our key executive compensation program elements include fixed and variable compensation, and we have disclosed the rationale behind the selection of pay vehicles and how they fit with intended incentives in detail in the sections referenced to the right.	Page 38, Key Executive Compensation Program Elements Page 39, Committee’s Perspective on Compensation Elements Page 29, Executive Compensation Determinations for 2021

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Proxy Statement for the 2022 Annual Meeting of Shareholders

ESG: ENVIRONMENTAL, SOCIAL AND GOVERNANCE

At Stifel, we have a long history of outstanding commitment and service to our clients, shareholders, associates, and the communities in which we operate. We believe that incorporating Environmental, Social & Governance (ESG) principles into our firm is essential to our role as a responsible corporate citizen. In assessing our performance, we look to our corporate values to guide us, as they align with the goals of the ESG movement.

Beginning this year, we are publishing a Stifel ESG Report, available on the sustainability pages of our website, www.stifel.com/sustainability, along with sections of our website that contain expanded discussion of and information regarding our ESG performance. In particular, we detail our responses to the Investment Banking and Brokerage Standard accounting metrics of Sustainability Accounting Standards Board (SASB).

Being a responsible corporate citizen involves both our approach to our operations, as well as our interactions with the communities where we do business. From an operating standpoint, we are committed to offering our clients the highest standards of professionalism and instilling them with confidence in our systems and organization. To achieve these standards, we focus on attracting associates that embrace an entrepreneurial spirit and providing them with an environment that fosters, cultivates, and preserves a culture of diversity and inclusion.

In our communities, we believe that through engagement and the promotion of a culture of philanthropy within our organization, we will not only build a stronger business but also a better environment. We gauge our ESG performance by how well we, as a business, uphold these practices by managing ourselves in an environmentally sensitive, socially aware manner with principled governance.

Since our founding in 1891, we have focused on our corporate culture as well as supporting our local communities and we believe that the recent trends toward greater focus on ESG further highlights the strength of our company. In 2021, we committed to increased transparency regarding our ESG programs and incorporating some of the most accepted ESG frameworks into our disclosures. In April 2022, we published our initial Environmental, Social, & Governance Report. This document, along with the dedicated ESG resources on our website, www.stifel.com, detail our corporate approach to these important issues that include, among others:

P Updated Diversity Data;

P Risk Management;

P ESG in Products & Services;

P Cybersecurity;

P Employee Training & Benefits;

P Corporate Philanthropy; and

P Estimated Greenhouse Gas Emissions

We believe that our new ESG report illustrates our ongoing commitment to ESG principals as well as our desire to continually improve. As a diversified financial services firm, we believe that increased transparency on issues such as diversity and inclusion, ethics and integrity, risk management, and incorporation of ESG in our business policies is not only good for our business but, more importantly, the right thing to do.



Environmental, Social, and Governance Programs and Efforts in 2021

$1.92 Billion	13,500 tons	45 Green Chips	39% Diverse	$1.8 Billion	33,000 hours

Stifel Public Finance underwrote $1.92 Billion in Community Reinvestment Act bonds for low- and middle-income school districts and affordable housing.	Stifel funded programs to offset 13,500 metric tons of carbon through reducing emissions and developing renewable energy resources.	Green Chip Awards were given to 45 Employees or Teams who worked to reducee the environmental impact of their work and workplace practices.	Our Investment Banking internship program participants included 39% diversity.	1919 Investment Counsel manages $1.8 Billion AUM for Socially Responsible Clients.	Stifel employees completed approximately 33,000 hours of compliance- and ethics-related training.

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Proxy Statement for the 2022 Annual Meeting of Shareholders

CORPORATE GOVERNANCE HIGHLIGHTS

Key Facts about our Board

We strive to maintain a well-rounded and diverse Board that balances financial industry expertise with independence, and that balances the institutional knowledge of longer-tenured directors with the fresh perspectives brought by newer directors. As summarized below, our directors bring to our Board a variety of skills and experiences developed across a broad range of industries, both in established and growth markets, and in each of the public, private and not-for-profit sectors.



Number of Continuing Board Members with Key Skills

9	7	7	6	8	8	9	9	7	10	9	8

Audit, Tax & Acct’g	Cyber- security	Digital	Banking	Wealth Mgmt.	Insti- tutional Banking	General Mgmt.	Gov’t, Regs. & Pub. Policy	Market- ing and Brand- ing	Risk Mgmt.	Talent & HR Mgmt.	Tech- nology



Number of Continuing Board Members with Key Experiences

8	5	6	8	5	10	10	10

CEO, President or COO	CFO or other Financial Expert	ESG	Complex Regulated Industries	Government Service	Private Company Management & Governance	Public Company Management & Governance	Not for Profit

Key Board Statistics

Number of Continuing

Directors

Independence of

Continuing Directors

Board

8 of 10

Audit Committee

All

Compensation Committee

All

Corporate Governance & Nominations Committee

All

Risk Management Committee

All



80%	9 years	68	38%	63%

Independence of Continuing Directors	Average Tenure of Continuing Directors	Average Age of Continuing Directors	Continuing Independent Directors Diverse by Race, Gender, or Sexual Orientation	Continuing Independent Directors with 5 or Fewer Years’ Tenure

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Proxy Statement for the 2022 Annual Meeting of Shareholders


Continuing Directors of Stifel Financial Corp.

	Name Age	Independence Year Commencing	Occupation and Career Highlights	Committee Membership and Board Leadership	Other Public Boards

Adam T. Berlew

Independent

2019

Executive Director,
Google Cloud AI & Industry Solutions

Risk Management; Compensation

Kathleen L. Brown

Independent

2016

Partner,
Manatt, Phelps and Phillips, LLP

Lead Director;
Corporate Governance & Nominations

Michael W. Brown

Independent

2010

Retired, Vice President & CFO,

Microsoft Corporation

Audit, Chair

Robert E. Grady

Independent

2010

Advisory Partner, Summit Partners Former Partner, The Carlyle Group

Compensation; Risk Management, Chair; Corporate Governance & Nominations

Ronald J. Kruszewski

Not

Independent

1997

Chairman & CEO,

Stifel Financial Corp.

Chairman

Daniel J. Ludeman

Independent

2019

Former President and CEO,

Wells Fargo Advisors

Audit;
Risk Management

Maura A. Markus

Independent

2016

Retired, President, COO &
Board Director,

Bank of the West

Audit;
Corporate Governance & Nominations, Chair

David A. Peacock

Independent

2017

Director and COO, Continental Grain Co., Former President, Anheuser-Busch

Compensation, Chair;
Corporate Governance & Nominations

Thomas W. Weisel

Not

Independent

2010

Sr. Managing Director, Stifel Financial Corp.; Chairman & CEO,

Thomas Weisel Partners Group, Inc.

Michael J. Zimmerman

Independent

2013

Vice Chairman,

Continental Grain Company

Audit, Deputy Chair

LOGO

Proxy Statement for the 2022 Annual Meeting of Shareholders

A Foundation of Sound Governance and Shareholder Outreach

Independent Lead Director, periodically rotated

Annual CEO evaluation by our all-independent Compensation Committee

Ongoing shareholder engagement and demonstrated responsiveness to shareholder input

The Board and its committees may engage independent advisors in their discretion

Annual election of directors

Executive sessions of independent, non-employee directors

Substantial share ownership by each of our named executive officers well in excess of our share ownership requirements

Robust risk control, led by the Board and senior executives, buttressed by processes and committees, embraced throughout the Company

Board Tenure of Continuing Directors

LOGO

Proxy Statement for the 2022 Annual Meeting of Shareholders

ITEM 1. ELECTION OF DIRECTORS

What is being voted on: Election to the Board of our director nominees, each for a one-year term.

Board recommendation: FOR each of our director nominees, based on a review of individual qualifications and experience and contributions to our Board.

OUR DIRECTORS

Board of Director Nominees’ Qualifications and Experience

Our director nominees have a great diversity of experience and bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of shareholders.

Core Qualifications and Experience

u Integrity, business judgment and commitment

u Demonstrated management ability

u Extensive experience in the public, private or not-for-profit sectors

u Leadership and expertise in their respective fields

u Financial literacy

u Strategic thinking

u Reputational focus

Diversity of Skills and Experiences

u Audit, Tax and Accounting

u Cybersecurity

u Digital

u Financial Services: Banking

u Financial Services: Global Wealth Management

u Financial Services: Institutional

u General Management

u Government, Regulation and Public Policy

u Marketing and Branding

u Risk Management

u Talent and HR Management

u Technology

u CEO, President or COO

u CFO or other Financial Expert

u ESG

u Complex Regulated Industries

u Government Service

u Private Company Management/Governance

u Public Company Management/Governance

u Not for Profit

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Proxy Statement for the 2022 Annual Meeting of Shareholders

u Adam T. Berlew

Director since 2019, age 55

Committee Service:

Compensation,

Risk Management

Mr. Berlew brings more than 25 years of expertise in cloud, tech and telecom market evaluation, marketing, M&A, product management, portfolio management, process development, financial structuring and talent development.

LOGO

Career Highlights

u Executive Director, Google (2017 – present)

u Cloud AI & Industry Solutions (2021 – present)

u Americas Cloud Marketing (2017 – 2021)

u VP, Global Customer Engagement Marketing, Brocade Communications Systems (2015 – 2017)

u VP, Global Marketing and Americas Field Marketing,
Equinix (2012 – 2015)

u SVP, Strategy and Corporate Development, Triumphant, Inc.
(2009 – 2012)

Additional Professional Experience, Community Involvement and Education

u Technology Advisory Board, Gridline Communications Corp.

u Board Member, US Luge Olympic Committee
(2014 – present)

u M.B.A., The Wharton School, University of Pennsylvania.

u B.A., Brown University

Other Public Company Directorships Within the Past 5 Years: Lazard Growth Acquisition Corp. I (NASDAQ: LGACU)

u Kathleen L. Brown

Director since 2016, age 76

Lead Director

Committee Service:

Corporate Governance & Nominations

Ms. Brown brings 19 years of experience as a senior executive in the banking and financial services industry and 17 years of public-sector experience to the Board. Through her public service and service as an executive and director of leading financial service companies, Ms. Brown brings substantial knowledge and expertise to the Board of Director’s deliberations.

LOGO

Career Highlights

u Partner, Manatt, Phelps and Phillips, LLP, focused on business counseling, government and regulatory affairs, particularly as they relate to the healthcare, energy, real estate and financial services industries (2013 – present)

u Five Points Holdings, LLC: Director; Chair of Conflicts Committee; member of Audit Committee (2016 – present).

u Sempra Energy, Director and member Nominating and Governance Committee and Environmental, Health, Technology and Safety Committee (2013 – 2021).

u Sustainable Dev. Acq. Corp., Director (2021 – present).

u Meridiam Infrastructure North America, Advisory Board Member (2019 – present).

u Goldman Sachs, Inc. (2001 – 2013): Chairman, Midwest Investment Banking (2010 – 2013); MD and Head, Western Region Public-Sector and Infrastructure Group (2003 – 2010); Senior Advisor, Private Wealth Management (2001 – 2003).

u Bank of America (1995 – 2000), numerous positions, including National Co-President, Private Bank and President, Southern California, Private Bank.

u State of California, State Treasurer (1990 – 1994)

Additional Professional Experience, Community Involvement and Education

u Chair, Mayor’s Fund Los Angeles (2013 – present)

u Advisory Council Member, The Bill Lane Center for the American West, Stanford University (2021 – present)

u Advisory Council Member, Stanford Center on Longevity, Stanford University (2012 – present)

u Renew Financial, Director (2016 – 2019)

u Forestar Group, Director (2007 – 2016)

u National Park Foundation, Board Member (2012 – 2018)

u Presidential Commission on Capital Budgeting, Co-Chair (1996 – 1997)

u CALPERS, Trustee and CALSTRS, Trustee (1990 – 1995)

u Los Angeles Board of Public Works, Commissioner
(1987 – 1989)

u Los Angeles Board of Education, Member (1975 – 1980)

u J.D., Fordham University Law School

SEC Form DEF 14A filed by Stifel Financial Corporation