Michael R. Dillahunt
PIPER SANDLER COMPANIESAbout Michael R. Dillahunt
Michael R. Dillahunt is Global Co‑Head of Investment Banking and Capital Markets at Piper Sandler, a role he has held since March 2021. He joined Piper Sandler in 1998 after working as an M&A and corporate attorney at Milbank LLP; prior internal roles included Co‑Head of the Services & Industrials group (2011–2020) and Vice Chairman of Investment Banking and Chairman of M&A & Private Equity Coverage (2020–March 2021). He is 56 years old as of February 20, 2025 . Under his co‑leadership in 2024, advisory services revenue reached $809M (52% of adjusted net revenues) and corporate financing revenue rose 33% to $174M, contributing meaningfully to firm profitability; Piper Sandler posted adjusted net revenues of $1.54B, adjusted net income of $228.2M, adjusted EPS of $12.69, adjusted ROE of 19.0%, and ranked 2nd on 5‑year TSR relative to its compensation peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Piper Sandler Companies | Co‑Head, Services & Industrials | 2011–2020 | Led sector coverage; set foundation for subsequent platform scale prior to becoming vice chairman |
| Piper Sandler Companies | Vice Chairman of Investment Banking; Chairman of M&A & Private Equity Coverage | 2020–Mar 2021 | Led M&A and PE coverage ahead of promotion to Global Co‑Head |
| Piper Sandler Companies | Global Co‑Head, Investment Banking & Capital Markets | Mar 2021–present | Co‑led advisory services to $809M revenue in 2024; expanded MD headcount and corporate financing revenue |
| Piper Sandler Companies | Joined firm | 1998 | Transitioned from legal to investment banking, long‑tenured execution leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Milbank LLP | M&A and Corporate Attorney | Pre‑1998 | Legal foundation in complex transactions, preceding investment banking career |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $425,000 | $425,000 |
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Cash Incentive ($) | $1,883,750 | $1,875,000 |
| Restricted Compensation Incentive ($) | $770,625 | $1,150,000 |
| Long‑Term PSU Award ($) | $1,068,750 | $1,150,000 |
| Total Incentive ($) | $3,850,000 | $4,600,000 |
| Program Design (weighting/mix) | Annual incentives are delivered ~40–45% in cash and ~55–60% split evenly between time‑vested restricted compensation and PSUs | Same as FY23; FY25 grants move restricted compensation vesting to four equal annual installments |
| PSU Grant Details (Granted Feb 15, 2024 for 2023 performance) | Threshold | Target | Maximum |
|---|---|---|---|
| PSUs (#) | 1,449 | 3,865 | 5,798 |
| Restricted Stock (#) | — | 2,024 | — |
| Grant Date Fair Value ($) | — | $770,642 (PSUs); $385,349 (RS) | — |
| PSU Metrics and Mechanics | Weighting | Performance Period | Max Payout | Notes |
|---|---|---|---|---|
| Relative TSR vs Russell 3000 investment banking peers | 50% | 36 months | 150% (revised cap) | Monte Carlo used for TSR fair value |
| Adjusted ROE | 50% | 36 months | 150% (revised cap) | ROE target set as a range to reflect cyclicality |
| Vesting Outcomes (recent) | Result |
|---|---|
| PSUs granted Feb 2021 vested at 150% following certification (settled in common shares) |
Performance drivers used in determining annual incentives include adjusted pre‑tax operating income at the company level (CEO/CFO) or business line level (leaders), with Committee discretion for individual/business performance; FY24 adjusted pre‑tax operating income increased 43% YoY, driving a 28% increase in total executive incentives overall .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Mar 25, 2025) | 19,487 shares (includes 15,735 common held directly and 3,752 restricted shares scheduled to vest) |
| Restricted Stock Scheduled to Vest | Feb 16, 2025: 2,883 shares; Feb 16, 2026: 1,684 shares; Feb 16, 2027: 675 shares |
| Options | None outstanding (as of Dec 31, 2024) |
| Unearned PSUs (target) | 16,479 target PSUs outstanding (2022–2024 grants) with payout based on performance |
| Stock Ownership Guidelines | Business line heads must hold ≥3x base salary; all executive officers in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for all employees/directors (no hedging, short sales, or pledging) |
Insider selling/vesting activity:
- 2024 vesting: 3,402 shares vested, value realized $637,807 (restricted/PSU settlements) .
Employment Terms
| Scenario (as of Dec 31, 2024) | Cash Severance | Restricted Compensation | PSUs | Notes |
|---|---|---|---|---|
| Involuntary Termination Under Severance Plan | $212,500 | $2,700,264 continues/accelerates per plan terms | Indeterminable (earn‑out per award terms) | Severance plan participation same as other employees |
| Voluntary Termination / Other Involuntary Not for Cause | — | $2,700,264 (continues vesting if covenants met) | Indeterminable | Post‑termination restrictions apply |
| Death/Disability | — | $2,700,264 | Indeterminable | Equity lapse/earn rules per award agreements |
| Change‑in‑Control (double‑trigger equity) | — | Vests if terminated within 24 months (not for cause) | Converts PSUs to time‑based RS at transaction; vesting on termination per good reason/death/disability/retirement | No stand‑alone CIC cash “golden parachute” agreements |
Clawbacks and policies:
- Mandatory clawback for accounting restatements and discretionary clawback for misconduct; applies to cash, RS, and PSUs .
- Equity grant timing policy standardizes quarterly grant dates; options are not a standard component of incentives .
Compensation Structure Analysis
- Mix shifted higher to performance in FY24: Dillahunt’s total incentives rose 22% YoY to $4.6M, aligned with advisory revenue strength and corporate financing rebound; PSU/restricted components grew vs FY23, sharpening at‑risk pay through long‑term metrics .
- Program governance is shareholder‑friendly: double‑trigger equity, no tax gross‑ups, anti‑hedging/pledging, and clawbacks; say‑on‑pay earned 98.3% support in 2024, indicating strong shareholder endorsement .
Compensation Peer Group
| Peers used for compensation benchmarking (2024) |
|---|
| Canaccord Genuity Group Inc.; Evercore; FTI Consulting; Houlihan Lokey; Jefferies Financial Group; Lazard; Moelis; Oppenheimer; Perella Weinberg; PJT Partners; Stifel Financial |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 98.3% at the 2024 annual meeting; ongoing outreach to top 25 holders for input on compensation and governance .
Investment Implications
- Alignment: High proportion of at‑risk pay and three‑year PSU design directly tie Dillahunt’s realized comp to ROE and TSR outcomes. Anti‑hedging/pledging and 3x salary ownership guideline (in compliance) reinforce alignment with shareholders .
- Retention/vesting pressure: Meaningful outstanding restricted stock/PSUs and new four‑year vesting on restricted compensation (from Feb 2025 grants) create retention hooks; vesting continuation post‑termination is conditioned on covenants, limiting immediate selling pressure but reducing cliff risk .
- Change‑in‑control economics: Double‑trigger equity treatment and PSU‑to‑RS conversion reduce windfall risk while preserving protection, a balanced signal for investors evaluating M&A optionality .
- Execution track record: 2024 advisory revenue strength ($809M), corporate financing rebound (+33% to $174M), and platform build (net +14 CIB MDs) under his co‑leadership support confidence in deal intensity and fee generation into more accommodative markets .
- Signal to watch: Annual incentives are linked to adjusted pre‑tax operating income with Committee discretion; monitor advisory backlog, MD hiring productivity, and PSU vesting trajectories (relative TSR, adjusted ROE) for forward comp‑performance calibration .