Scott C. Taylor
PIPER SANDLER COMPANIESAbout Scott C. Taylor
Independent director of Piper Sandler Companies; age 60; director since 2014. Chairs the Compensation Committee and serves on the Audit Committee. Former EVP, General Counsel, and Secretary of NortonLifeLock Inc. (formerly Symantec) from August 2008–January 2020; prior legal and executive roles at Phoenix Technologies and Narus; began career at Pillsbury Madison & Sutro LLP. The Board highlights his public company legal/governance expertise and technology industry experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NortonLifeLock Inc. (Symantec) | EVP, General Counsel & Secretary | Aug 2008–Jan 2020 | Public company legal and governance leadership |
| Phoenix Technologies Ltd. | Chief Administrative Officer; SVP & General Counsel | Not disclosed | Senior legal/executive experience |
| Narus, Inc. | VP & General Counsel | Not disclosed | Technology industry experience |
| Pillsbury Madison & Sutro LLP | Corporate Attorney | Not disclosed | Foundational legal training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ziff Davis, Inc. | Director (current) | Not disclosed | Other current public company directorship |
| One Medical (1Life Healthcare, Inc.) | Director (prior) | 2021–2023 | Prior public company directorship within last five years |
Board Governance
- Committee assignments: Compensation (Chair); Audit (member) .
- Independence: The Board affirmatively determined all non‑employee directors other than Sterling are independent; Taylor is independent under NYSE rules .
- Engagement: Board held seven meetings in 2024; each director attended ≥75% of Board/committee meetings; aggregate attendance 96% .
- Committee activity: Audit (10 meetings in 2024); Compensation (6); Governance (4) .
- Audit Committee report: Taylor is listed among signatories to the Audit Committee report, evidencing active oversight engagement .
- Board leadership: Lead Independent Director is Thomas S. Schreier since May 2024; independent director executive sessions are held regularly .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Standard Board service retainer |
| Committee chair fees | 10,000 | Compensation Committee chair retainer (2024 schedule) |
| Stock awards (vested shares) | 100,036 | Annual grant under Incentive Plan |
| All other compensation | 5,000 | Non-profit gift matching and permitted spouse travel |
| Total | 215,036 |
Program parameters and 2025 changes:
- 2024 non‑employee director program: $100,000 cash; $100,000 stock; chair retainers—Audit $20k, Compensation $10k, Governance $10k; Lead Director $30k .
- 2025 increases: +$10k to each chair and lead director retainers; annual stock grant increased to $150,000 .
Performance Compensation
As Compensation Committee Chair, Taylor oversees executive pay aligned to firm profitability and shareholder returns. Core performance metrics and 2024 outcomes:
| Metric | 2024 Value |
|---|---|
| Adjusted Net Revenues ($B) | 1.54 |
| Adjusted Net Income ($M) | 228.2 |
| Adjusted EPS ($) | 12.69 |
| Adjusted ROE (%) | 19.0% |
| TSR vs compensation peer group | 1‑yr ranked 3rd; 5‑yr ranked 2nd |
Program mechanics overseen by the Committee:
- Annual incentives tied to adjusted pre‑tax operating income (company/business line) with Committee discretion; delivered in cash, time‑vested restricted compensation, and PSUs .
- PSU awards vest on 36‑month performance: metrics are adjusted ROE and relative TSR vs Russell 3000 investment banking peers; in 2024 maximum vesting reduced from 200% to 150% to reflect cyclicality and governance best practice .
- Compensation governance features: double‑trigger CIC on equity; clawbacks (SEC‑compliant restatement policy plus discretionary fraud/misconduct policy); anti‑hedging/pledging; no tax gross‑ups; no option repricing .
Other Directorships & Interlocks
- Interlocks: The Compensation Committee has no interlocking relationships per SEC rules .
- Related party exposure: Company discloses ordinary‑course transactions (e.g., brokerage/capital markets) with large shareholders BlackRock and Vanguard on arm’s‑length terms; employees/directors may invest in private funds on reduced/no management fees, with 2024 distributions disclosed for other individuals, none cited for Taylor .
Expertise & Qualifications
- Public company legal and governance expertise from GC roles at NortonLifeLock/Symantec and Phoenix Technologies; technology industry familiarity; Board highlights corporate governance and financial/accounting/risk management skills .
- As Compensation Chair, oversees executive goals, pay decisions, plan design, risk alignment, and disclosure; Committee uses independent consultant Semler Brossy and annually reviews compensation peer group (Evercore, Houlihan Lokey, Jefferies, Lazard, Moelis, PJT, Perella Weinberg, Stifel, Oppenheimer, FTI Consulting, Canaccord) .
Equity Ownership
| Item | Value |
|---|---|
| Common shares beneficially owned | 10,400 (held directly) |
| Phantom shares (deferred) | 7,900 |
| Ownership as % of outstanding | <1% (none of the listed individuals >1%) |
| Director stock ownership guideline | ≥4× annual basic cash retainer; all non‑employee directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for employees and non‑employee directors |
Governance Assessment
- Alignment and independence: Independent director in key governance roles (Compensation Chair; Audit member). Strong attendance norms (Board 96%; minimum 75% per director) and regular executive sessions support robust oversight .
- Pay‑for‑performance credibility: High say‑on‑pay support (98.3% approval in 2024), rigorous PSU structure with ROE/relative TSR metrics, clawbacks, and anti‑hedging/pledging policies indicate shareholder‑friendly design .
- Ownership alignment: Direct ownership plus ability to defer into phantom shares; directors subject to 4× retainer ownership guideline, with full compliance reported .
- Other roles and potential conflicts: Current Ziff Davis directorship and prior One Medical board seat; no disclosed related‑party transactions tied to Taylor. Compensation Committee explicitly has no interlocks, reducing conflict risk .
RED FLAGS
- None disclosed specific to Taylor: no related‑party transactions, no hedging/pledging, no Section 16 filing issues noted for him; Committee maintains independent advisor and clawbacks. Note: Director compensation increases for 2025 are market‑based and modest; monitor aggregate Board pay trends vs peers but no anomaly identified .