Stifel Financial Corp

This advisory proposal asks shareholders to cast a non-binding vote to approve the Company’s executive compensation program as disclosed in the proxy, including the Compensation Discussion & Analysis and compensation tables. Management seeks this advisory approval to confirm shareholder support for the Committee’s pay decisions and to provide feedback that the Compensation Committee will consider in future determinations. The proposal is routine under Dodd-Frank Section 14A and is presented annually; the Board has recommended an annual frequency and is asking for approval of the 2025 compensation practices. Contextually, Stifel reports strong financial performance in 2025, continued use of performance-based restricted stock units (PRSUs) measured over multi-year periods, and a pay mix that emphasizes retention and alignment via equity and deferred awards. The Compensation Committee emphasizes long-term alignment and risk controls, including PRSU metrics (Relative TSR, non-GAAP EPS, and non-GAAP ROCE) and uses non-GAAP measures to assess multiyear performance. Management’s justification emphasizes shareholder outreach, high historical advisory support, and governance features such as clawbacks, double-trigger vesting, and use of an independent compensation consultant. A vote FOR signals investor acceptance of the Committee’s pay philosophy and program design; a vote AGAINST would be advisory but could trigger further engagement and potential changes to program features. The Board’s recommendation is FOR because the Committee believes the compensation structure aligns management incentives with long-term shareholder value while incorporating controls to mitigate excessive risk-taking.

This management proposal requests shareholder approval to amend the Company’s Certificate of Incorporation to increase authorized shares by 50%, raising total authorized shares to 294 million and common shares to 291 million. Management argues the increase creates a reserve to enable issuance for corporate purposes—stock dividends, stock splits, financings, acquisitions, and employee benefit plans—without the need for further shareholder votes, providing strategic flexibility. At the record date the company had ~153.8 million shares outstanding, representing about 79% of currently authorized common shares, which underscores the Board’s stated rationale for increasing the authorization. The board discloses the potential dilutive effect but frames the change as prudent corporate governance to preserve optionality for transactions and capital management. From a governance standpoint, shareholders should weigh the benefits of operational flexibility and deal execution speed against the long-term dilution risk and potential for increased insider ability to issue shares. Management mitigates concerns by noting that additional shares would have identical rights to current common shares and that issuance would remain subject to applicable law and exchange rules; the filing also references historical share repurchases and dilution controls. A FOR vote signals shareholder support for preserving strategic flexibility; a AGAINST vote would reflect concerns about dilution and stewardship of share capital. The Board’s recommendation FOR is based on balancing the need for available shares for routine corporate and strategic uses against the risk of dilution to existing shareholders.

Management seeks shareholder authorization to add 9,000,000 shares to the Company’s long-standing equity incentive plan to preserve the firm’s ability to grant RSUs, PRSUs, and other awards used broadly across ~8,000 participating associates and to support hiring and acquisition-related retention. The filing explains that the Plan is integral to the Company’s compensation philosophy—aligning employees with shareholders and substituting equity for cash where appropriate—so the requested increase is argued as a change in form, not magnitude, of compensation. The proxy provides utilization history (gross grants for 2023–2025 and net shares issued), current available shares (~4.5 million) and estimated annual utilization (~1.375 million), supporting management’s claim that an additional 9 million shares is needed to accommodate future grants and potential acquisition-related awards. Management also details dilution controls—limits on grant sizes, net settlement, and share repurchases—and notes that on a net basis repurchases and cash settlements have offset gross issuance. The filing addresses ISS’s shareholder value transfer (SVT) metric and argues the SVT underweights retention-focused longer vesting schedules and ignores cash compensation, making the metric imperfect for judging the request. Shareholders should consider the tradeoff between dilution on a gross basis and retention/hiring benefits that management ties to long-term shareholder value creation. The Board’s recommendation FOR is premised on the Plan’s role in talent and acquisition strategy, the historical disciplined usage of the Plan, and the described governance safeguards; a negative vote would constrain grant flexibility and could require more cash compensation or limit retention tools.