James P. Baker
PIPER SANDLER COMPANIESAbout James P. Baker
Global Co-Head of Investment Banking and Capital Markets at Piper Sandler Companies, responsible for strategy and execution across advisory and corporate financing. In 2024, under his purview, advisory services revenues reached $809M and corporate financing revenues $174M; the firm ranked third on announced U.S. M&A deals under $1B, evidencing market share strength . Firm-level performance provides context: adjusted net revenues $1.54B, adjusted net income $228.2M, adjusted EPS $12.69, and adjusted ROE 19.0% in 2024; one-, three-, and five-year TSR outperformed the compensation peer group (five-year TSR ranked 2nd) . In 2023, advisory revenues were $709M with firm TSR first (3-year) and second (5-year) among peers, despite industry headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Piper Sandler Companies | Global Co-Head of Investment Banking and Capital Markets | — | Led advisory revenues to $809M (52% of adjusted net revenues), increased corporate financing revenues 33% to $174M, ranked third on announced U.S. M&A deals under $1B; executed acquisition of Aviditi Advisors to form Private Capital Advisory; grew MD headcount by net +14 to 183, positioning for continued share gains |
External Roles
- No external public company directorships or external roles disclosed for Mr. Baker in the latest proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 425,000 | 425,000 | 425,000 |
Performance Compensation
Annual incentive mix and long-term awards (earned for performance; granted following year)
| Metric | 2023 Program (granted Feb-2024) | 2024 Program (granted Feb-2025) |
|---|---|---|
| Base Salary ($) | 425,000 | 425,000 |
| Cash Incentive ($) | 1,883,750 | 1,875,000 |
| Restricted Compensation Incentive ($) | 770,625 | 1,150,000 |
| Long-Term PSU Award ($) | 770,625 | 1,150,000 |
| Incentive Total ($) | 3,425,000 | 4,175,000 |
| Total ($) | 3,850,000 | 4,600,000 |
- Design notes:
- Annual incentives primarily tied to adjusted pre-tax operating income (firm-level for CEO/CFO; business line for leaders), with Compensation Committee discretion; delivery mix: generally 40–45% cash and 55–60% split equally between PSUs and time-vested restricted compensation .
- Restricted compensation vesting changed from 3 annual installments to 4 annual installments beginning with Feb-2025 grants; dividends accrue on unvested restricted stock and are paid only upon vesting .
PSU design details (long-term performance awards)
| Component | Metric | Weighting | Target/Curve | Payout Range | Performance Period | Peer/Benchmark |
|---|---|---|---|---|---|---|
| PSUs (Feb-2024 grant for 2023 performance) | Adjusted ROE | 50% | Committee-set target; single-point target in prior design | Up to 200% of target (legacy grants) | 36 months | Relative TSR comparator: Russell 3000 investment banking GICS; list provided |
| PSUs (Feb-2025 grant for 2024 performance) | Adjusted ROE | 50% | Committee-set target range; revised to reflect cyclicality | Up to 150% of target (reduced from 200%) | 36 months | Relative TSR comparator: Russell 3000 investment banking GICS (plus occasional additions) |
| PSUs (both grants) | Relative TSR | 50% | Percentile vs peer group; straight-line interpolation threshold–target–max | As above | 36 months | Russell 3000 investment banking GICS as above |
- Additional terms:
- Dividend equivalents accrue and pay only on earned shares at vesting .
- Change-in-control: PSUs convert to restricted stock (at target if within first 12 months, or based on actual performance if later); “double-trigger” required for vesting acceleration; full details below in Employment Terms .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 109,265 (includes 51,398 in family trusts; 54,260 directly; 2,003 RS unvested vesting 2/16/2026; 1,140 RS vesting 2/16/2027; 464 RS vesting 2/16/2028) |
| Ownership as % of shares outstanding | <1% (none of individuals >1%; directors and officers as a group 2.7%) |
| Unvested restricted stock at 12/31/2024 (shares; $ value) | 5,008; $1,502,150 (at $299.95 closing price) |
| Unearned PSUs at 12/31/2024 (target shares; $ value) | 16,060; $4,817,197 (target basis at $299.95) |
| Options outstanding | None |
| Shares acquired on vesting in 2024 | 12,443 shares; $2,305,190 realized |
| Policy on pledging/hedging | Prohibited for all employees and directors |
| Executive ownership guidelines | Business line heads: 3× base salary; compliance for all executive officers as of 12/31/2024 |
Upcoming vesting schedule (restricted stock)
| Vesting Date | Shares |
|---|---|
| Feb 16, 2025 | 2,794 |
| Feb 16, 2026 | 1,539 |
| Feb 16, 2027 | 675 |
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Dividends accrue on unvested restricted shares and PSUs and are paid only upon vesting (dividends contributed to “All Other Compensation”; for 2024 Baker’s accrued dividend payments totaled $195,522) .
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Related party transactions: distribution from merchant banking fund to Mr. Baker in 2024 was $179,000, from fund liquidity events; transactions are governed under related person policy and conducted on customary terms .
Employment Terms
| Scenario (as of 12/31/2024) | Severance ($) | Restricted Compensation | PSUs | Options |
|---|---|---|---|---|
| Change-in-control, no termination | — | — | Converted to restricted stock per award terms (amount depends on CoC timing) | — |
| Involuntary termination within 24 months after CoC | — | Restrictions lapse/continued vesting per “double trigger”; RS continues | Converted RS vest immediately; amounts depend on performance/CoC timing | — |
| Voluntary termination | — | RS continues to vest subject to post-termination restrictions (if not for cause) | Indeterminable (subject to award terms) | — |
| Involuntary termination under Severance Plan | 212,500 (salary continuation; plus benefits at employee rates during severance period) | RS continues to vest; accelerated upon company-determined severance event | Indeterminable/pro rata per award terms | — |
| Other involuntary termination not for cause | — | RS continues to vest subject to restrictions | Indeterminable; may be earned if restrictions not violated | — |
| Death or disability | — | RS continues/accelerates per award terms | Indeterminable; PSUs convert and vest per terms | — |
- Change-in-control equity: All awards subject to “double trigger” (continued/assumed/replaced awards vest if involuntarily terminated within 24 months of CoC) .
- Clawback policies: mandatory recovery for accounting restatements; supplemental discretionary clawback for misconduct (cash, restricted compensation, and PSUs subject to recovery) .
Performance & Track Record
- 2024: Led advisory revenues to $809M (52% of adjusted net revenues) and corporate financing revenues up 33% to $174M; ranked third on announced U.S. M&A deals under $1B; executed Aviditi Advisors acquisition to expand Private Capital Advisory; net +14 MDs to 183 by year-end .
- 2023: Led advisory revenues to $709M (53% of adjusted net revenues) with relative outperformance vs a 32% industry decline in middle-market M&A; maintained investment banking market share; expanded coverage and talent in key verticals .
- Firm TSR context: 2024 one-, three-, and five-year TSR exceeded peer median (five-year TSR ranked 2nd); 2023 three-year TSR ranked 1st and five-year TSR ranked 2nd among comp peer group .
Compensation Committee Analysis
- Committee composition and independence: Compensation Committee (Scott C. Taylor—Chair, William R. Fitzgerald, Victoria M. Holt, Thomas S. Schreier); 6 meetings in 2024; all members independent .
- Use of independent consultant: Semler Brossy provided advice; Committee determined no conflicts; also reviewed PSU design changes (ROE range target; max vesting reduced to 150%) .
- Compensation peer group for benchmarking: Canaccord Genuity, Evercore, FTI Consulting, Houlihan Lokey, Jefferies, Lazard, Moelis, Oppenheimer, Perella Weinberg, PJT Partners, Stifel .
- Risk assessment: Management and Committee determined comp policies are not reasonably likely to have material adverse effect .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2023 (meeting held 2024) | 97.0% |
| 2024 (meeting held 2025) | 98.3% |
Equity Ownership & Alignment Policies
- Stock ownership guidelines: CEO 8× salary; business line heads (incl. Baker) 3×; others 1×; all executive officers in compliance as of 12/31/2024 .
- Insider trading/hedging/pledging: Hedging, short sales, and pledging prohibited for employees and directors; transactions permitted only within trading windows; Insider Trading Policy on file .
Director Compensation, Governance, and Interlocks
- Not applicable to Mr. Baker (executive officer; not disclosed as a director) .
Compensation History (Summary Compensation Table)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 425,000 | 425,000 | 425,000 |
| Stock Awards ($) | 1,712,878 | 1,206,723 | 1,155,991 |
| Option Awards ($) | — | — | — |
| Bonus ($) | 2,368,438 | 2,269,063 | 2,450,000 |
| All Other Compensation ($) | 37,794 | 184,549 | 207,478 |
| Total ($) | 4,544,110 | 4,085,335 | 4,238,469 |
Outstanding Equity (12/31/2024)
| Item | Amount |
|---|---|
| Unvested restricted stock (shares; $ value) | 5,008; $1,502,150 |
| Unearned PSUs (target shares; $ value) | 16,060; $4,817,197 |
| Options | None |
Related Party Transactions
- Private funds participation permitted on reduced/waived management fees; 2024 distributions: Baker $179,000; Abraham $179,000; Soran $357,999; transactions reviewed under related person policy .
Risk Indicators & Red Flags
- Prohibitions against hedging and pledging; no tax gross-ups; no repricing of underwater options; equity awards “double trigger” for CoC; clawback policies in place .
- Section 16 compliance generally timely; one late Form 4 for CFO due to administrative oversight (not Baker) .
- Insider selling pressure: 2024 vesting of 12,443 RS/PSU shares ($2.31M realized) can create taxable events and potential sale activity; future vesting schedule indicates additional shares vesting in 2025–2027 .
Compensation Peer Group (Benchmarking Context)
- 2024 peer group: Canaccord Genuity Group Inc., Evercore Inc., FTI Consulting, Houlihan Lokey, Jefferies Financial Group, Lazard Ltd., Moelis & Company, Oppenheimer Holdings Inc., Perella Weinberg Partners, PJT Partners Inc., Stifel Financial Corp. .
Investment Implications
- Alignment: High proportion of at-risk pay with explicit long-term PSUs tied to adjusted ROE and relative TSR, plus time-vested restricted compensation under ownership and anti-hedging/pledging policies—strong shareholder alignment .
- Retention and supply overhang: Material unvested RS/PSUs and scheduled vestings (2025–2027) support retention but can create periodic selling pressure around vest dates for tax/liquidity; monitor Form 4 filings near Feb 16 each year .
- Performance linkage: Baker’s business line results (advisory $809M; corporate financing $174M; rankings) tied to enhanced 2024 incentives, consistent with firm’s pay-for-performance approach; continued growth in MD headcount and expansion into private capital advisory enhances franchise value creation .
- Change-in-control economics: No single-trigger parachutes; equity uses double-trigger; PSUs convert to RS under CoC—limits windfall risk; clawbacks mitigate misconduct risk .
- Governance signal: Strong say-on-pay support (98.3% in 2024, 97.0% in 2023) suggests investor endorsement of comp structure and outcomes .