Not independent
Tenure on this board
8.4 yrs
Also a director at
Columbus Mckinnon Corp (CMCO)
10 nominees · 3 ballot items.
Election of ten directors; ratification of Ernst & Young LLP as independent auditor for fiscal year ending Dec 31, 2026; advisory (non-binding) approval of named executive officer compensation (say-on-pay).
Elect ten director nominees to serve one-year terms.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the independent auditor for fiscal year ending December 31, 2026.
This management proposal asks shareholders to ratify the Audit Committee’s selection of Ernst & Young LLP as Piper Sandler’s independent auditor for fiscal year 2026. Management seeks shareholder ratification as a matter of governance transparency and shareholder input, although the ratification is not binding; the Audit Committee retains authority to reconsider the selection if shareholders do not ratify. Context: Ernst & Young served as the company’s auditor in prior years (2024 and 2025) and the Audit Committee has reviewed independence and services; fees for 2025 totaled $2,572,250 including audit and non-audit services. The Board recommends a vote FOR, arguing that pre-approval policies and the Audit Committee’s evaluation support EY’s independence and qualifications. A rejection would prompt the Committee to reconsider the engagement, but would not itself compel dismissal. Because this is a routine auditor ratification, the filing provides an explanation of fees and the Audit Committee’s oversight rather than an extensive strategic rationale.
Advisory approval (say-on-pay) of the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory vote to approve the company’s executive compensation (the say-on-pay). Management seeks shareholder endorsement of the compensation programs described in the Compensation Discussion and Analysis, arguing the programs are pay-for-performance and broadly tied to adjusted pre-tax operating income and long-term metrics including adjusted ROE and relative TSR. Context: Piper Sandler delivered strong 2025 results (adjusted net revenues of $1.88B, adjusted net income $318M) and increased incentive payouts accordingly; the Compensation Committee uses PSUs and restricted compensation to align pay with performance and includes clawback and double-trigger change-in-control protections. The Board recommends a vote FOR, noting prior strong shareholder support (2025 say-on-pay received ~98.3% for). There is potential shareholder scrutiny on total pay levels and use of acquisition-related compensation adjustments, but management emphasizes governance practices and alignment with shareholder returns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.4% | 7,374,627 | $565M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.2% | 5,133,533 | $393M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 3,022,686 | $231M |
| 4 | STATE STREET CORP | 3.9% | 2,786,061 | $213M |
| 5 | Invesco Ltd. | 3.2% | 2,247,047 | $172M |
| 6 | BlackRock, Inc. | 2.9% | 2,025,941 | $155M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 1,392,717 | $107M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.8% | 1,284,689 | $98M |
| 9 | ALLIANCEBERNSTEIN L.P. | 1.6% | 1,138,136 | $87M |
| 10 | Stephens Investment Management Group LLC | 1.6% | 1,119,888 | $86M |
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