Chad R. Abraham
PIPER SANDLER COMPANIESAbout Chad R. Abraham
Chairman and CEO of Piper Sandler Companies; age 56; director since 2018; CEO since 2018 and Chairman since May 2019. Career at Piper Sandler since 1991 (analyst → head of Tech IB 1999–2005 → head of Capital Markets 2005–2010 → global co-head of Investment Banking & Capital Markets 2010–2017) . 2024 performance under his leadership: adjusted net revenues $1.54B, adjusted net income $228.2M, adjusted EPS $12.69, adjusted ROE 19.0%, with TSR outperforming the compensation peer median over 1-, 3- and 5-year periods (1-year rank 3rd; 5-year rank 2nd) . Board deems him non-independent; the CEO+Chair roles remain combined with a Lead Independent Director structure (Lead Director: Thomas S. Schreier since May 2024) to mitigate governance risks .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Piper Sandler | Global Co-Head, Investment Banking & Capital Markets | 2010–2017 | Led IB/Capital Markets franchise, precursor to CEO role |
| Piper Sandler | Head of Capital Markets | 2005–2010 | Scaled capital markets platform |
| Piper Sandler | MD & Head, Technology Investment Banking | 1999–2005 | Built tech IB sector franchise |
| Piper Sandler | Investment Banking Analyst (earlier roles) | 1991–1999 | Early career foundation within firm |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Columbus McKinnon Corporation | Director | Current | Only current public company directorship disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 650,000; base salaries unchanged in 2024 |
Performance Compensation
- Annual incentives: Determined primarily by adjusted pre-tax operating income (firm-level for CEO), with Committee discretion to reflect relative performance and strategic actions; delivered as cash (about 40–45%) plus time-vested restricted compensation and long-term PSUs (remaining 55–60%, split roughly equally) . PSUs vest over 36 months on dual metrics: adjusted ROE and relative TSR, each at 50% weighting; in 2024 design max reduced to 150% per metric; 2025 grants continue the same structure .
| Component ($) | 2023 (earned for 2023 perf; granted/payed Feb-2024) | 2024 (earned for 2024 perf; granted/payed Feb-2025) |
|---|---|---|
| Cash Incentive | 2,300,000 | 3,320,000 |
| Restricted Compensation (RS + fund shares) | 1,725,000 | 2,490,000 (time-vested; vesting moving from 3 to 4 years beginning 2025 grants) |
| Long-Term PSU Award (target fair value) | 1,725,000 | 2,490,000 |
| Total Incentive | 5,750,000 | 8,300,000 |
| Total Compensation (Base + Incentive) | 6,400,000 (excl. 2023 special option) | 8,950,000 |
- Special 2023 CEO option grant: Non-qualified stock option, 75,000 shares at $170.76 (10% premium to grant-date price), vesting ratably on 3rd/4th/5th anniversaries of 2/15/2023; intended to drive long-term performance. If terminated without cause after 2/15/2025, next tranche vests; full vest on death/disability; expires 2/15/2033 .
Summary Compensation (SEC SCT presentation)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Bonus (incl. restricted fund shares) ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 650,000 | 6,087,638 | — | 4,042,500 | 329,290 | 11,109,428 |
| 2023 | 650,000 | 3,307,681 | 3,503,250 (special option) | 3,162,500 | 568,018 | 11,191,449 |
| 2024 | 650,000 | 2,587,779 | — | 4,565,000 (incl. MFRS restricted fund shares) | 623,963 | 8,426,742 |
Notes: “Bonus” includes restricted investment fund shares under MFRS (e.g., $1,245,500 of CEO’s 2024 incentive was in MFRS) . Perquisites are limited; some dividends accrue on unvested equity and are paid at vesting .
PSU Plan Details (long-term)
- Metrics: 50% adjusted ROE (range-based target set annually), 50% relative TSR vs. Russell 3000 investment banking peers (with occasional additions for representativeness); performance period 36 months; max payout 150% per metric (revised from 200%) .
- 2024 grants (for 2023 perf) example fair values used: ROE-leg $95.20; TSR-leg $104.19; total per PSU $199.39 (Monte Carlo assumptions: 4.38% risk-free, 34.3% vol) .
Equity Ownership & Alignment
| Ownership and awards (as of 12/31/2024 unless noted) | Amount | Vesting/notes |
|---|---|---|
| Beneficially owned common shares | 89,558 (incl. 45,153 direct; 36,000 family trust; plus unvested RS detailed below) | None of the named individuals owns >1% of outstanding shares; directors+officers as a group own 2.7% . |
| Unvested restricted stock (CEO) | 13,729 shares (market value $4,118,014 at $299.95) | Vests 8,340 (2/16/2025); 3,878 (2/16/2026); 1,511 (2/16/2027) . |
| PSUs outstanding at target (CEO) | 48,314 units (market value $14,491,784 at $299.95) | Earn based on 3-year adjusted ROE and relative TSR; settle in shares at vest . |
| Options outstanding (CEO) | 41,000 exercisable @ $99 exp. 2/15/2028; 75,000 unexercisable @ $170.76 exp. 2/15/2033 | 2023 option tranche schedules per grant agreement . |
| 2024 realized activity (CEO) | 8,000 options exercised; 38,926 shares vested (RS/PSU settlements) | Value realized on vest primarily at $187.48 (Feb 16, 2024) and $184.55 (PSU settlement) . |
| Ownership guidelines | CEO required ownership = 8x base salary; all execs in compliance as of 12/31/2024 . | |
| Hedging/pledging | Prohibited for all employees and directors (no pledging, hedging, shorts, protective puts) . |
Vesting schedule detail (CEO RS only): 8,340 (2/16/2025); 3,878 (2/16/2026); 1,511 (2/16/2027); separate PSU cycles complete 2/28/2025, 2/28/2026, 2/28/2027 subject to achievement .
Employment Terms
- Severance and change-in-control: No single-trigger CIC agreements; equity awards are double-trigger (vest if continued/assumed in CIC and employment terminates involuntarily other than for cause within 24 months). On CIC during PSU performance period, PSUs convert to time-vested RS based on target or actual-to-date performance; vest on termination without cause/for good reason/death/disability/retirement post-CIC .
- Post-termination equity: Under the Incentive Plan, restricted stock continues to vest post-termination if not for cause and non-compete/non-solicit/confidentiality obligations are honored; PSUs generally earned pro rata or full if severance/death/disability/retirement criteria met; exact PSU payouts are “indeterminable” until certification .
- CEO severance illustration (12/31/2024): Salary continuation $325,000 under broad-based Severance Plan; restricted compensation $7,030,180 continues per terms; options $9,689,250 value in certain scenarios; PSU amounts indeterminable (scenario-dependent) .
- Clawbacks: Mandatory recovery for accounting restatements per SEC/NYSE rules; supplemental discretionary clawback for fraud/theft/dishonesty to recoup cash, RS, and PSUs .
- Equity grant timing policy: Grants only quarterly on the 15th day following earnings release to avoid timing discretion; options are not a standard component .
Board Governance (including dual-role implications)
- Role and independence: Abraham is Chairman and CEO (not independent). Seven of ten 2025 nominees are independent; Board uses a Lead Independent Director (Schreier) with authority to set agendas, preside in executive sessions, and liaise with shareholders—mitigating combined-chair risks .
- Committees: CEO serves on no committees. Audit (Chair: Sherry Smith), Compensation (Chair: Scott Taylor), Governance (Chair: Thomas Schreier). All committee members are independent; Audit has multiple “financial experts” .
- Attendance: Board held 7 meetings in 2024; all directors attained ≥75% attendance; aggregate attendance 96%; independent directors meet in executive session regularly .
Director/Shareholder Votes and Feedback
| Item | 2024 | 2025 |
|---|---|---|
| Say-on-Pay approval | ~98.3% FOR (of votes for+against) | 13,942,109 FOR; 219,079 AGAINST; 24,913 ABSTAIN (broker non-votes 1,009,475) |
| Director election (Abraham) | Elected | 13,677,537 FOR; 492,241 AGAINST; 16,323 ABSTAIN (broker non-votes 1,009,475) |
Compensation Peer Group (benchmarking, not PSU TSR group)
- 2024 compensation peer group: Canaccord Genuity, Evercore, FTI Consulting, Houlihan Lokey, Jefferies, Lazard, Moelis, Oppenheimer, Perella Weinberg, PJT Partners, Stifel .
- PSU relative TSR group: Russell 3000 “investment banking” GICS constituents plus select banks (e.g., GS, MS, RJF, Stifel, Evercore, Houlihan Lokey, Lazard, Jefferies, PJT, Moelis, Perella, StoneX, B. Riley) .
Performance & Track Record
- 2024 execution: Adjusted net revenues +16% YoY to $1.54B; adjusted net income +37%; adjusted operating margin 19.7%; advisory revenues $809M with 288 transactions; corporate financing revenues +33% to $174M; capital returns of $140M (dividends + buybacks) .
- TSR: Company TSR outperformed peer medians on 1-, 3-, 5-year basis as of 12/31/2024; Board cites pay-for-performance alignment .
Risk Indicators & Red Flags
- Share pledging/hedging: Prohibited for executives and directors; reduces alignment risk from collateralized positions .
- Golden parachutes/tax gross-ups: No single-trigger CIC; no repricing of underwater options; no tax gross-ups on perquisites/severance/CIC .
- Insider selling pressure: In 2024 Abraham exercised 8,000 options and had 38,926 shares vest; additional scheduled RS vests in 2025–2027 and PSUs maturing through 2027 suggest periodic supply as awards settle within trading windows .
- Compensation risk: Board/management review found policies/practices not reasonably likely to have a material adverse effect .
Detailed Vesting Schedules and Outstanding Awards (CEO)
| Instrument | Quantity | Key dates/terms |
|---|---|---|
| Restricted Stock (unvested) | 13,729 | 8,340 (2/16/2025); 3,878 (2/16/2026); 1,511 (2/16/2027) |
| PSUs at target (unearned) | 48,314 | 36-month cycles; vest based on adjusted ROE and relative TSR; settlement in shares |
| Options exercisable | 41,000 | $99 strike; exp. 2/15/2028 |
| Options unexercisable (2023 special) | 75,000 | $170.76 strike; vest in thirds on 3rd/4th/5th anniversaries of 2/15/2023; exp. 2/15/2033; certain acceleration if term’d w/o cause after 2/15/2025 or upon death/disability . |
Investment Implications
- Pay-for-performance alignment is strong: Annual incentives tied to adjusted pre-tax operating income; long-term PSUs tied to ROE and relative TSR; CEO’s at-risk mix increased with higher PSUs in 2024 as profitability improved. This structure supports continued discipline and TSR alignment .
- Retention risk appears low: Significant unvested RS/PSUs and long-dated options, strict post-termination vesting conditions, and robust ownership requirements (8x salary; compliance confirmed) make near-term departure unlikely without forfeiture, particularly given double-trigger CIC protections and clawbacks .
- Trading supply watchpoints: Option exercise and large annual RS/PSU vestings (with dividends paid at vest) can create episodic selling pressure around scheduled vest dates/trading windows; monitor Form 4s around mid-February and mid-November vest cycles and option anniversaries starting Feb-2026 for the 2023 grant .
- Governance considerations: CEO+Chair structure is mitigated by a strong Lead Independent Director and fully independent committees; say-on-pay support remains very high (2024 ~98.3%; 2025 “FOR” votes 13.94M vs 0.22M “AGAINST”), reducing risk of compensation-related shareholder backlash .
Overall, Abraham’s incentives emphasize profitability, ROE, and TSR with meaningful equity deferral and robust clawbacks/ownership rules—favorable for long-term alignment; near-term share supply from vestings/options should be monitored around scheduled dates.