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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Piper Sandler Companies

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

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

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Letter from our Chairman and CEO

April 11, 2025

Fellow Shareholders:

You are invited to join us for our 2025 annual meeting of shareholders which will take place on Thursday, May 22, 2025 at 2:00 p.m. Central Time. The meeting will be held virtually via webcast. The Notice of Annual Meeting of Shareholders and the proxy statement that follow describe the business to be conducted at the meeting.

In 2024, our financial results reflected our company’s second strongest year ever, with our second-highest adjusted net revenues of $1.54 billion, adjusted net income of $228.2 million, and adjusted earnings per share of $12.69, each a non-GAAP financial measure. Our success during the year was driven by increased contributions across our firm. I am proud of our performance given the continued headwinds that many of our businesses faced as a result of market uncertainty. Our strong results speak to our ability to continue to execute and serve our clients across the market cycle, and our profitability demonstrates our continuing commitment to operating discipline. During the year, we returned $140 million of capital to shareholders through share repurchases and dividends. In addition, we continue to invest for future growth, and I believe that we are well positioned to serve our clients in the year ahead.

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 22, 2025, at 2:00 p.m., Central Time
Virtually at www.virtualshareholdermeeting.com/PIPR2025

To the Shareholders of Piper Sandler Companies:

The 2025 annual meeting of shareholders of Piper Sandler Companies will be held virtually on Thursday, May 22, 2025 at 2:00 p.m., Central Time, for the following purposes:

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

Ratification of the selection of Ernst & Young LLP as the independent auditor of Piper Sandler Companies for the fiscal year ending December 31, 2025.

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

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

We believe that a virtual annual meeting of shareholders provides greater access to those who may want to attend and, therefore, have chosen this over an in-person meeting for 2025. In order to vote on the matters brought before the meeting, you may submit your proxy vote by telephone or internet, as described in the Notice of Internet Availability of Proxy Materials and the following proxy statement, by no later than 11:59 p.m., Eastern Time on Wednesday, May 21, 2025 for any shares you hold directly, and by no later than 11:59 p.m., Eastern Time on Monday, May 19, 2025 for any shares you hold in a retirement plan. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. The envelope is addressed to our vote tabulator, Broadridge Financial Solutions, Inc., and no postage is required if mailed in the United States. Holders of record of shares of our common stock at the close of business on March 25, 2025 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 22, 2025

Our proxy statement and 2024 annual report are available at
www.pipersandler.com/proxymaterials.

By Order of the Board of Directors

John W. Geelan
Secretary

April 11, 2025

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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
	Insider Trading Policies					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					15
	Committees of the Board					16
	Annual Board Evaluation Process					19
	Meeting Attendance					19
	Procedures for Contacting the Board of Directors					20
	Procedures for Selecting and Nominating Director Candidates					20
	Compensation Program for Non-Employee Directors					21
	Non-Employee Director Compensation for 2024					22
	EXECUTIVE COMPENSATION					23
	Compensation Discussion and Analysis					23
	Compensation Committee Report					44
	Summary Compensation Table					45
	Grants of Plan-Based Awards					47
	Outstanding Equity Awards at Fiscal Year-End					48
	Option Exercises and Stock Vested					49
	Potential Payments Upon Termination or Change-in-Control					49
	Pay Versus Performance					51
	CEO Pay Ratio					54
	Equity Compensation Plan Information					55
	Risk Assessment of Compensation Policies and Practices					56
	SECURITY OWNERSHIP					57
	Stock Ownership Guidelines					57
	Beneficial Ownership of Directors, Nominees and Executive Officers					57
	Beneficial Owners of More than Five Percent of Our Common Stock					59
	Delinquent Section 16(a) Reports					59
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					60
	Compensation Committee Interlocks and Insider Participation					60
	Transactions with Related Persons					60
	Review and Approval of Transactions with Related Persons					60

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	AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENT AUDITOR					61
	Audit Committee Report					61
	Auditor Fees					61
	Auditor Services Pre-Approval Policy					62
	PROPOSAL TWO—RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR					63
	PROPOSAL THREE—ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION					64
	QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING					66
	SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING					71

SEC Form DEF 14A filed by Piper Sandler Companies