Philip E. Soran
PIPER SANDLER COMPANIESAbout Philip E. Soran
Philip E. Soran, age 68, has served as an independent director of Piper Sandler Companies since 2013. He is a technology entrepreneur and former public-company CEO who co-founded and led Compellent Technologies until its acquisition by Dell, then served as President of Dell Compellent; earlier, he co-founded and led Xiotech, later acquired by Seagate. His background provides CEO-level operating experience and deep technology sector expertise aligned with Piper Sandler’s investment banking focus; he is currently a director at SPS Commerce, Inc. . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compellent Technologies, Inc. | Co‑founder, President, CEO, Director | Mar 2002 – Feb 2011 (acquired by Dell Feb 2011) | Built and scaled enterprise storage company; strategic guidance from technology sector experience . |
| Dell Compellent | President | Feb 2011 – Mar 2012 | Led post‑acquisition integration/operations . |
| Xiotech | Co‑founder, President, CEO, Director | Jul 1995 – Aug 2001 (acquired by Seagate Jan 2000) | Founded and led storage firm; transaction execution/scale experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPS Commerce, Inc. | Director | Not disclosed | Current public company directorship; governance/technology expertise . |
Board Governance
- Committee memberships: Member, Nominating & Governance Committee; the Committee met 4 times in 2024 and oversees board composition, independence evaluation, committee membership, governance principles, related person transaction policy administration, CEO/Board/committee evaluations, and committee structures for risk oversight .
- Independence: The Board affirmed that all non‑employee directors other than Mr. Sterling are independent; Soran is independent .
- Attendance and engagement: The Board held 7 meetings in 2024; each current director attended at least 75% of Board and applicable committee meetings, with 96% aggregate attendance, and all current directors attended the 2024 annual meeting .
- Lead Independent Director: Soran served as Lead Director early in 2024, with the role transitioning to Thomas S. Schreier on May 23, 2024 .
- Board composition context: Seven of ten nominees are independent; leadership includes combined Chair/CEO with a Lead Director structure to coordinate independent oversight .
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | 100,000 | Standard non‑employee director cash retainer . |
| 2024 | Additional retainer fees | 12,026 | Pro rata lead director fee tied to transition from Soran to Schreier on May 23, 2024 . |
| 2024 | All other compensation | 6,857 | Gift match up to $5,000 and eligible spouse airfare/expenses for strategic off‑site, as applicable . |
| 2024 | Total cash & other | 118,883 | Sum of cash/other items . |
Program structure and 2025 changes:
- 2024 non‑employee director program: $100,000 cash retainer; committee chair retainers: Audit $20,000, Compensation $10,000, Governance $10,000; Lead Director retainer $30,000 .
- Effective for 2025: +$10,000 increase to each committee chair and lead director retainers; annual grant of vested common stock increased to $150,000 .
Performance Compensation
| Year | Equity Component | Amount ($) | Instrument | Vesting/Terms |
|---|---|---|---|---|
| 2024 | Annual stock grant | 100,036 | Vested common stock | Granted on day of annual meeting; eligible pro rata if elected mid‑year . |
Additional details:
- Non‑employee directors hold no outstanding stock option awards as of year‑end 2024 .
- Deferred Compensation Plan allows deferral of cash and share grants into phantom shares; dividends credited as additional phantom shares; no voting/investment power on phantom shares; common stock delivered after service ends .
- Performance metrics: Director equity awards are vested stock without performance conditions; no PSU/option structures apply to non‑employee directors .
Other Directorships & Interlocks
| Company | Relationship to PIPR | Notes |
|---|---|---|
| SPS Commerce, Inc. | External directorship | No related‑party transactions disclosed with SPS Commerce; Board determined director transactions/relationships in 2024 were immaterial under NYSE standards and company independence standards . |
Expertise & Qualifications
- Former public‑company CEO with technology sector domain expertise and transaction execution experience (Compellent, Xiotech), aligning with Piper Sandler’s investment banking focus sectors .
- Governance and risk oversight experience via committee service; highlighted skills include chief executive experience, corporate governance, financial/accounting/risk management .
Equity Ownership
| As of | Common Shares | Phantom Shares | Notes |
|---|---|---|---|
| Mar 25, 2025 | — | 18,866 | Phantom shares from deferrals; directors have no voting/investment power over phantom shares; delivered as common stock after service ends . |
Stock ownership guidelines and alignment:
- Non‑employee directors are expected to own shares with a value at least 4× the annual basic cash retainer; if not in compliance, at least 50% of equity awarded must be retained. All non‑employee directors were in compliance as of Dec 31, 2024 .
- None of the named individuals owns more than 1% of outstanding common stock; directors and officers as a group hold 2.7% .
Governance Assessment
- Board effectiveness: Soran brings CEO‑level operating judgment and technology expertise; active Governance Committee service supports board composition, independence, and related‑party oversight. Attendance thresholds and aggregate participation indicate solid engagement .
- Independence and conflicts: Affirmed independent status; no related‑party transactions involving Soran disclosed; Governance Committee administers related person transaction policy .
- Pay alignment signals: Director compensation is balanced between cash retainer and vested equity; increases for 2025 reflect market practice per independent compensation consultant analysis. Equity is granted as vested shares (not performance‑conditioned) and may be deferred into phantom shares; no options outstanding or repricing policies; clawback policies and anti‑hedging/stock ownership guidelines strengthen alignment and risk controls .
- RED FLAGS: None disclosed for Soran on attendance, related‑party transactions, hedging/pledging, option repricing, or tax gross‑ups; company policy prohibits hedging and pledging and indicates no tax gross‑ups on perquisites/severance/change‑in‑control payments .
- Observations: Soran’s beneficial ownership table shows phantom shares and no common shares as of Mar 25, 2025, while the company states all non‑employee directors met ownership guidelines as of Dec 31, 2024; phantom share deferrals are designed to increase equity alignment but carry no voting/investment power until delivery post‑service .