Jonathan J. Doyle

About Jonathan J. Doyle

Jonathan J. Doyle (age 60) serves as Vice Chairman, Senior Managing Principal, and Head of the Financial Services Group at Piper Sandler; he joined in January 2020 via the Sandler O’Neill acquisition and has been a director since 2020 . He previously served as senior managing principal at Sandler (2012–2020) and partner (1995–2012), beginning his career at Marine Midland Bank . Company performance levers tied to his pay include adjusted pre-tax operating income, adjusted ROE, and relative TSR: in 2024 Piper Sandler delivered adjusted net revenues of $1.54B, adjusted net income of $228.2M, adjusted EPS of $12.69, and adjusted ROE of 19.0% with TSR outperforming peer medians over 1-, 3-, and 5-year horizons . Under Doyle’s leadership in 2024, the Financial Services advisory team ranked No.1 by S&P Global MI in U.S. bank/thrift M&A and advised on 3 of the 5 largest bank deals; the corporate financing team ranked No.1 in U.S. depository offerings, and the group grew non-depository revenues .

Past Roles

External Roles

Fixed Compensation

Notes:

• Bonus represents the cash portion of annual incentive compensation for the year .
• “All Other Compensation” for 2024 includes accrued dividends on unvested equity ($1,126,489) and personal aircraft use ($19,684); no tax gross-ups are provided .

Performance Compensation

• Annual incentive structure (2024 program): 40–45% paid in cash; remaining 55–60% equally split between long-term PSUs and time-vested restricted compensation (restricted stock and restricted investment fund shares via MFRS); historically vests over 3 years, moving to 4 equal annual installments beginning in 2025 .
• PSU program: 36-month performance period; vesting tied 50% to adjusted ROE and 50% to relative TSR versus a defined investment banking peer set; maximum payout reduced from 200% to 150% in 2024 to reflect cyclicality; PSUs carry dividend equivalents payable only on earned shares .

Grants of Plan-Based Awards (FY 2024 grants made Feb 15, 2024)

2024 Incentive Compensation Overview (Supplemental presentation for 2024 performance; paid/granted Feb 2025)

Equity Ownership & Alignment

• Beneficial ownership: 136,446 shares as of March 25, 2025; none of the individuals own >1% of shares outstanding; directors and officers as a group own 2.7% .
• Stock ownership guidelines: Business line heads must hold 3× base salary in company shares; all executive officers were in compliance as of Dec 31, 2024; hedging and pledging are prohibited for employees and directors .
• Unvested equity and PSUs (12/31/2024):
  • Unvested restricted stock: 51,000 shares; market value $15,297,450 at $299.95/share .
  • Unearned PSUs (not yet vested): 21,106; payout value $6,330,745 at $299.95/share .
• 2024 vesting/realization: 62,812 shares vested with value realized of $10,919,310; includes 41,429 retention shares vesting January 17, 2024 .
• Vesting schedule of restricted equity (selected future tranches, subject to compliance with award agreements):

  Vesting Date	Shares
  Jan 17, 2025	41,429
  Feb 16, 2025	6,008
  Feb 16, 2026	2,627
  Feb 16, 2027	936

Employment Terms

• Limited-term employment agreement (Sandler acquisition): guaranteed minimum total annual compensation of $5,000,000 for 2020–2024; beginning in 2025, no minimum total annual compensation .
• Severance/change-in-control:
  • Severance plan salary continuation (involuntary termination outside COC): Doyle $250,000 .
  • Equity treatment: double-trigger vesting upon COC with involuntary termination within 24 months; PSUs convert to time-vested restricted stock upon COC with vesting per performance-to-date; restricted stock/MFRS awards continue to vest post-termination if not for cause and post-termination covenants observed; Doyle forfeits unvested retention restricted stock if he voluntarily terminates without good reason .
  • Potential payments as of 12/31/2024 (valuation at $299.95/share): Restricted compensation $17,341,643 across multiple termination scenarios; PSUs are indeterminable until performance certification .
• Clawbacks: Mandatory recoupment for accounting restatements (SEC/NYSE compliant) and discretionary clawback for misconduct (fraud, theft, dishonesty) covering cash, time-vested restricted comp, and long-term PSUs .

Board Governance

• Board service history: Director since 2020; nominated for election in 2025 alongside the Chairman/CEO and other nominees .
• Independence status: The Board determined Doyle (executive director) is not independent under NYSE rules; seven of ten director nominees are independent .
• Committees: Doyle does not serve on Audit, Compensation, or Nominating & Governance committees; committee memberships comprised solely of independent directors .
• Board leadership: Chairman since 2019 (Chad R. Abraham); Lead Director (Thomas S. Schreier) since May 2024 .
• Director compensation and guidelines: Employees serving as directors receive no additional director compensation; non-employee directors receive retainers and equity grants and must hold shares equal to 4× the annual basic cash retainer; all non-employee directors were in compliance as of Dec 31, 2024 .

Director Compensation

• Not applicable to Doyle (employee-director) per company policy .
• 2024 non-employee director program (for context): $100k cash retainer; $100k equity grant; committee chair retainers (Audit $20k; Compensation $10k; Governance $10k); Lead Director $30k; increased for 2025 to $150k equity grant and +$10k to chair/lead retainers .

Compensation Peer Group (2024)

• Consultant: Semler Brossy served as independent compensation consultant; deemed independent and without conflicts .
• PSU relative TSR peer set (for February 2024 grant) included major investment banks (e.g., Goldman Sachs, Morgan Stanley), boutiques (e.g., Evercore, PJT), and diversified firms; PSU max reduced to 150% beginning 2024 .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval: approximately 98.3% “for” of votes cast, reflecting support for compensation practices; ongoing engagement with top 25 shareholders; annual say-on-pay planned .

Performance & Track Record

Highlights:

• Firm profitability increased materially versus 2023 (adjusted net income +37%), supporting higher total incentives (+28% YoY) per pay-for-performance design .
• Doyle’s Financial Services group delivered leading M&A and financing league table positions in 2024 .

Risk Indicators & Red Flags

• No single-trigger golden parachutes; equity awards have “double trigger” COC vesting .
• Hedging/shorting/pledging prohibited for all employees and directors—mitigates misalignment risk .
• No option repricing; no tax gross-ups on perquisites, severance, or COC payments; limited perquisites (notably modest aircraft use) .
• High say-on-pay support (98.3%) reduces governance overhang .
• Dual role (executive + director) reflects non-independence; does not sit on board committees to preserve governance integrity .

Investment Implications

• Alignment and retention: Significant unvested equity (restricted stock and PSUs) with multi-year vesting, plus four-year vesting cadence starting in 2025, anchors retention and aligns incentives to profitability, ROE, and TSR .
• Insider selling pressure windows: Large scheduled vesting tranches around mid-February and specific dates (e.g., Jan 17, 2025; Feb 16, 2025) can create episodic supply; monitor trading windows and Form 4 activity near these dates .
• Change-in-control economics: Double-trigger design and PSU conversion to time-based restricted stock cap windfall risk; Doyle’s restricted comp value at year-end levels is substantial ($17.34M), but PSUs remain performance-contingent .
• Governance quality: Strong shareholder support, independent committees, clawbacks, and prohibited hedging/pledging are positives; Doyle’s non-independence is standard for executive directors and mitigated by committee structure .