Brian R. Sterling
PIPER SANDLER COMPANIESAbout Brian R. Sterling
Brian R. Sterling, age 64, has served on the Piper Sandler Companies Board since 2021. He is a former managing director in Piper Sandler’s financial services group, joining in 2020 through the acquisition of Sandler O’Neill & Partners, L.P., where he was principal and co-head of investment banking; earlier, he was a managing director at Merrill Lynch & Co. from 1996–2001 . The Board has determined Mr. Sterling is not independent under NYSE rules due to his prior employment through 2020 and consulting services through 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Sandler Companies | Former Managing Director, Financial Services Group (employee through 2020; consultant through 2022) | Joined 2020 (employee through 2020; consulting through 2022) | Brings >30 years investment banking/capital markets experience; Board cites perspective on financial services IB |
| Sandler O’Neill & Partners, L.P. | Principal and Co-Head of Investment Banking | 2002–2020 | Led group’s employees, operations, and strategy for 17 years |
| Merrill Lynch & Co. | Managing Director | 1996–2001 | Senior IB leadership experience |
External Roles
| Category | Organization | Role | Tenure | Notes |
|---|---|---|---|---|
| Public company directorships | — | — | — | No other public company boards disclosed for Mr. Sterling in the proxy |
| Private/non-profit/academic | — | — | — | Not disclosed in the proxy |
Board Governance
- Committee assignments: None; Mr. Sterling does not serve on Audit, Compensation, or Nominating and Governance Committees .
- Independence: Not independent under NYSE rules (prior employment through 2020 and consulting in 2022) .
- Attendance and engagement: Board met seven times in 2024; each director attended ≥75% of Board/committee meetings; aggregate attendance 96% .
- Lead independent director: Thomas S. Schreier (since May 2024); independent directors hold regular executive sessions without non-independent directors .
- 2025 nomination: Sterling is among ten nominees for election; Board size to be reduced from eleven to ten .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer |
| Equity grant (vested shares) | $100,036 | Annual grant of vested common shares; grant-date fair value per ASC 718 |
| All other compensation | $10,525 | Includes $5,000 charitable match; may include spouse airfare/expenses for strategic off-site |
| Options outstanding | $0 | Non-employee directors hold no outstanding stock options |
| Total 2024 director pay | $210,561 | Sum of columns above |
| Deferrals | Deferred | Sterling’s cash/equity amounts were deferred into the director deferred compensation plan |
| 2025 program changes | Cash chair/lead retainers +$10,000; annual equity grant increased to $150,000 | Board-approved increases effective for 2025 service |
Performance Compensation
| Element | Status | Metrics/Terms |
|---|---|---|
| Performance-based equity or cash (director) | None | PIPR’s non-employee director compensation does not include PSUs or performance-conditioned awards; annual equity grants to directors are fully vested on grant |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Other public boards | None disclosed for Sterling in PIPR’s proxy |
| Interlocks/related-party exposure | Board notes Sterling is non-independent due to prior employment (through 2020) and consulting (through 2022); no Sterling-specific related-person transactions disclosed for 2024 |
Expertise & Qualifications
- Investment banking/financial services expertise with >30 years in IB and capital markets; 17 years co-head of investment banking at Sandler O’Neill .
- Corporate governance and financial, accounting, and risk management skills cited by the Board .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 22,013 | All shares held directly |
| Phantom shares (deferred) | 2,557 | Credited via deferred compensation plan; no voting/investment power |
| Ownership % of outstanding | <1% | None of the listed individuals owns ≥1%; group (16 persons) 2.7% |
| Vested vs unvested | Vested shares; no outstanding options | Annual director grants are vested; options not applicable for directors |
| Pledging/hedging | Prohibited | Hedging and pledging of PIPR stock prohibited for all employees and non-employee directors |
| Director ownership guidelines | 4× annual basic cash retainer; retain ≥50% of awarded equity until compliant | All non-employee directors in compliance as of 12/31/2024 |
Governance Assessment
- Independence risk: Sterling’s non-independence (prior employee/consultant) is a governance sensitivity; mitigated by his exclusion from all standing committees and regular independent director executive sessions led by the lead director .
- Engagement and attendance: Board attendance robust (≥75% per director; 96% aggregate), supporting engagement and oversight quality .
- Ownership alignment: Sterling holds common shares and deferred phantom shares; the Board’s director ownership guidelines (4× cash retainer, retain ≥50% equity until compliant) and anti-hedging/anti-pledging policies reinforce alignment; all non-employee directors are compliant .
- Pay framework: Director compensation is straightforward (cash retainer + vested equity), with deferral capability into phantom shares; no performance-conditioned pay for directors, reducing pay-complexity and potential metric gaming .
- Shareholder signals: Strong 2024 say-on-pay approval (~98.3%) indicates investor support for compensation governance generally; relevant context for board confidence though focused on executives .
- Related-party oversight: Formal policy requires Governance Committee review/approval of related-person transactions ≥$120,000; no Sterling-specific related-person transactions disclosed for 2024 .
RED FLAGS
- Not independent under NYSE rules due to prior employment and consulting, which may affect perceived board independence, though mitigated by no committee assignments and independent director executive sessions .
- No other public company directorships disclosed; limits external board benchmarking but also reduces interlock/conflict risk .