Katherine P. Clune
PIPER SANDLER COMPANIESAbout Katherine P. Clune
Katherine P. Clune is Chief Financial Officer (CFO) of Piper Sandler Companies. She joined Piper Sandler in November 2023 (initially as SVP of Finance) and assumed CFO responsibilities following the prior CFO’s retirement in early 2024; she was 43 at the time of appointment . In 2024, Piper Sandler delivered adjusted net revenues of $1.54 billion, adjusted net income of $228.2 million, adjusted EPS of $12.69, and adjusted ROE of 19.0%; one-, three-, and five-year TSR outperformed the peer group (one-year TSR ranked 3rd, five-year TSR ranked 2nd), with Ms. Clune credited for leading the financial plan, capital management, and cost discipline supporting these outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evercore Inc. | Treasurer and Head of Planning & Strategy | Jun 2022–2023 | Led corporate treasury, planning, and strategy at a global advisory firm . |
| Morgan Stanley | Managing Director, Global Head of Liquidity Coverage & Planning, Finance | 2017–2020 | Oversaw liquidity coverage/planning; risk and balance sheet oversight . |
| Morgan Stanley | Chief Financial Officer, U.S. Banks | 2020 | CFO responsibilities across U.S. bank entities . |
| Morgan Stanley | Global Head of Financial Planning & Analysis | 2020–2021 | Led FP&A; enterprise performance management . |
External Roles
No external directorships or board roles disclosed in the reviewed 2025 proxy and related 8‑Ks .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Base Salary | 425,000 | SCT shows 2024 salary as CFO. |
| Cash Incentive (Annual) | 1,010,000 | Cash portion of 2024 annual incentive, paid Feb 2025. |
| All Other Compensation | 15,274 | Includes dividends on unvested awards ($4,495) and standard benefits. |
| Total Reported Compensation | 2,391,626 | SCT total for 2024. |
Hiring terms (Nov 2023): Annualized base salary $500,000; restricted cash award $720,000; restricted stock $800,000 (vesting ratably over four years); restricted stock $750,000 (vesting ratably on 2nd–4th anniversaries). Minimum total annual compensation of $2,750,000 for 2023; standard programs thereafter .
Performance Compensation
| Component | Grant / Performance Year | Metric(s) | Target / Maximum | Payout / Grant Value | Vesting |
|---|---|---|---|---|---|
| Restricted Compensation Incentive | 2024 | Firm profitability/annual incentive outcomes | Not disclosed | 757,500 | Four equal annual installments beginning Feb 2025 (policy change from 3 years) . |
| Long-Term PSU Award | 2024 | Adjusted ROE; Relative TSR | Threshold/target/max not disclosed; half of PSU tied to adjusted ROE | 757,500 | 3-year performance period; vests based on ROE and relative TSR achievement; double-trigger on change-in-control . |
| Annual Incentive (Cash) | 2024 | Adjusted pre-tax operating income/business line performance | Not disclosed | 1,010,000 | Paid Feb 2025 . |
| Plan-Based Award (Restricted Stock) | Granted Feb 15, 2024 (for 2023 performance) | Time-vested RS | Target $562,602; max N/A | Grant-date fair value $562,602; 2,955 shares | Vests per schedule below . |
Key pay-for-performance constructs:
- Annual incentives tied to adjusted pre-tax operating income or business line operating performance; PSU awards tied to adjusted ROE and relative TSR over three years .
- Clawback policies; double-trigger for equity awards; no hedging, short sales, or pledging permitted .
Equity Ownership & Alignment
| Measure | Data |
|---|---|
| Total Beneficial Ownership (Mar 25, 2025) | 13,256 shares . |
| Breakdown | 1,573 shares held directly; unvested restricted stock per vesting schedule below . |
| Unvested RS (as of Dec 31, 2024) | 11,750 shares; market value $3,524,413 (at $299.95/share) . |
| Options | None reported (no exercisable/unexercisable options) . |
| Shares Pledged / Hedging | Prohibited for all employees and directors; executive officers subject to anti-hedging and anti-pledging policy . |
| Ownership Guidelines | CFO required to hold shares equal to 3x base salary; all executive officers in compliance as of Dec 31, 2024 . |
Vesting Schedule (Restricted Stock) – as of Dec 31, 2024
| Vesting Date | Shares |
|---|---|
| Nov 16, 2025 | 2,931 . |
| Feb 16, 2026 | 985 . |
| Nov 16, 2026 | 2,932 . |
| Feb 16, 2027 | 985 . |
| Nov 16, 2027 | 2,932 . |
| Feb 16, 2028 | 306 . |
Recent vesting and realized value:
- 1,303 shares vested on Nov 16, 2024; value realized $437,951 (at $336.11 close on Nov 15, 2024) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment & Start | Joined Nov 2023; selected to serve as CFO after transition in Q1 2024; age 43 at announcement . |
| Hiring Letter (Nov 2023) | Base $500,000; restricted cash $720,000; RSU $800,000 (4-year ratable vest); RSU $750,000 (ratable on 2nd–4th anniversaries); minimum 2023 total compensation $2,750,000; eligible for standard annual/long-term programs for 2024 . |
| Severance Plan (Involuntary) | $212,500 cash for CFO under severance plan scenario; equity treatment detailed below . |
| Change-in-Control | Double-trigger for all equity awards; potential payments table values below assume $299.95 stock price on Dec 31, 2024 . |
| Hedging/Pledging | Prohibited; insider trading policy restricts transactions outside windows . |
| Clawbacks | Incentive compensation recoverable under specified circumstances . |
| Tax Gross-Ups | No tax gross-ups on perquisites, severance, or change-in-control payments . |
| Ownership Guidelines | CFO 3x salary; executives in compliance as of Dec 31, 2024 . |
Potential Payments Upon Termination (as of Dec 31, 2024; $299.95/share)
| Scenario | Severance ($) | Restricted Compensation ($) | PSUs |
|---|---|---|---|
| Change-in-Control (no termination) | — | — | — . |
| Involuntary Termination within 24 Months Following a Change-in-Control | — | 4,155,815 | Indeterminable . |
| Voluntary Termination | — | 4,155,815 | Indeterminable . |
| Involuntary Termination Under Severance Plan | 212,500 | 4,155,815 | Indeterminable . |
| Other Involuntary Termination (Not for Cause) | — | 4,155,815 | Indeterminable . |
| Death or Disability | — | 4,155,815 | Indeterminable . |
| Termination for Cause | — | — | — . |
Compensation Structure Analysis
- Pay mix emphasizes performance-based compensation: annual incentives tied to profitability and long-term PSU awards tied to adjusted ROE and relative TSR; stock ownership guidelines and anti-hedging/pledging drive alignment .
- Restricted compensation (equity and investment fund shares) shifted to four-year ratable vesting starting February 2025, lengthening retention horizon versus historic three-year vesting .
- Governance practices: double-trigger equity on change-in-control, clawbacks, no option repricing, no tax gross-ups; say-on-pay support of ~98.3% in 2024 indicates strong shareholder endorsement .
Compensation Peer Group and Committee
- 2024 compensation peer group used for benchmarking included Canaccord Genuity, Evercore, FTI Consulting, Houlihan Lokey, Jefferies, Lazard, Moelis, Oppenheimer, Perella Weinberg, PJT Partners, and Stifel .
- Independent consultant Semler Brossy advised the Committee; determined independent with no conflicts .
Equity Ownership & Trading Signals
| Indicator | Observation |
|---|---|
| Near-Term Vesting | Multiple RS tranches vest Nov 16 annually (2025–2027) and mid-Feb (2026–2028), creating periodic supply that could coincide with sales for tax/liquidity . |
| Option Overhang | No options outstanding for Ms. Clune, limiting forced exercises/sales pressure . |
| Hedging/Pledging Risk | Prohibited by policy, reducing alignment risk from collateralized borrowing or hedging . |
| Insider Activity (2024) | Vested 1,303 shares in Nov 2024; no option exercises; realized value $437,951 on vesting . |
Performance & Track Record
- 2024 outcomes: adjusted net revenues $1.54B, adjusted net income $228.2M, adjusted EPS $12.69, adjusted ROE 19.0%; TSR outperformed peer median across one-, three-, and five-year periods .
- Ms. Clune’s CD&A highlights: led strategic/financial plan, capital management (including dividend program totaling $5.50/share related to 2024 and $140M capital returned via buybacks/dividends), and operating discipline .
Investment Implications
- Alignment: Strong pay-for-performance architecture (profitability-driven annual incentives; ROE/TSR-linked PSUs), multi-year vesting, and ownership guidelines (3x salary for CFO) with anti-hedging/pledging and clawbacks support long-term alignment and reduce governance risk .
- Retention: Four-year restricted compensation vesting starting 2025 and sizable unvested RS ($3.52M at YE2024) create meaningful retention hooks; severance cash is modest ($212.5k under severance plan), but equity treatment on termination/CIC is significant, mitigating departure risk .
- Selling Pressure: Vesting clusters in November and February could drive periodic insider liquidity needs; absence of options reduces forced-selling dynamics; policy bans pledging/hedging further limit adverse signals .
- Execution: 2024 financial outperformance and high say‑on‑pay approval (~98.3%) indicate effective financial leadership and shareholder support; investors should monitor PSU vesting trajectories against adjusted ROE and relative TSR and upcoming vest dates for potential Form 4 activity .