Sherry M. Smith
PIPER SANDLER COMPANIESAbout Sherry M. Smith
Sherry M. Smith, age 63, has served as an independent director of Piper Sandler Companies since 2016 and is the Audit Committee Chair. She is a former executive vice president and chief financial officer of SUPERVALU INC. and is designated by the Board as an “audit committee financial expert,” bringing deep financial, accounting, and risk management expertise to PIPR’s board oversight.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| SUPERVALU INC. | Executive Vice President & Chief Financial Officer | 2010–2013 | Public company CFO; extensive financial, accounting, and risk management experience cited by PIPR as core qualification |
| SUPERVALU INC. | Senior Vice President, Finance | 2005–2010 | Senior finance leadership |
| SUPERVALU INC. | Senior Vice President, Finance & Treasurer | 2002–2005 | Corporate finance/treasury leadership |
External Roles
| Organization | Role | Status/Tenure | Committees/Notes |
|---|---|---|---|
| Deere & Company | Director | Current | Listed as current public company directorship |
| Anywhere Real Estate Inc. | Director | Current | Listed as current public company directorship |
| Tuesday Morning Corporation | Director | 2014–2022 | Listed as other public company directorship within last five years |
Board Governance
- Independence: The Board affirmatively determined Ms. Smith is independent under NYSE rules and the company’s Director Independence Standards. Transactions/relationships in 2024 included an immaterial grant (<$10,000) from the company to a non-profit associated with Ms. Smith; all such items were deemed immaterial.
- Committee assignments: Audit Committee Chair. The Audit Committee met 10 times in 2024. The Board states all members are independent, financially literate, and multiple members, including Ms. Smith, qualify as “audit committee financial experts.”
- Attendance and engagement: The Board held 7 meetings in 2024; each current director attended at least 75% of Board and committee meetings; aggregate attendance was 96%. All current directors serving at the time attended the 2024 annual meeting.
- Executive sessions and leadership: Independent directors meet in executive session regularly; the lead director presides and has authorities to set agendas and liaise with the CEO.
| Committee | Role | 2024 Meetings | Key Oversight Responsibilities |
|---|---|---|---|
| Audit | Chair (Sherry M. Smith); Members: W.R. Fitzgerald, A.C. Gallo, V.M. Holt, S.C. Taylor | 10 | Financial reporting integrity; auditor independence/performance; internal audit; legal/regulatory compliance; risk oversight incl. market, credit, liquidity, IT/cybersecurity, operational, human capital (fraud/misconduct), legal/compliance |
| Audit Committee Report | Chair signatory | — | Recommended inclusion of 2024 audited financials in Form 10‑K; reviewed auditor communications and independence (Ernst & Young LLP) |
Fixed Compensation
- Director compensation program (2024): $100,000 cash retainer; $100,000 grant of vested common shares; Chair retainers: Audit $20,000, Compensation $10,000, Governance $10,000; Lead Director $30,000. For 2025, Chair and Lead Director retainers increased by $10,000 each, and the annual equity grant increased to $150,000. Directors may defer cash and/or stock into phantom shares; company matches eligible charitable gifts up to $5,000.
| Component (2024 actual) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard cash retainer |
| Additional retainer (Audit Chair) | $20,000 | Audit Chair cash retainer |
| Stock awards (grant-date fair value) | $100,036 | Vested common stock; amount deferred pursuant to Director Deferred Compensation Plan (per footnote) |
| All other compensation | $5,000 | Company match for director-designated non-profit contributions |
| Total (2024) | $225,036 | Sum of components above |
| Forward Program Changes (2025) | New Amount | Notes |
|---|---|---|
| Annual equity grant (vested shares) | $150,000 | Increased from $100,000 |
| Audit Chair cash retainer | $30,000 | +$10,000 vs. 2024 |
| Lead Director cash retainer | $40,000 | +$10,000 vs. 2024 |
Performance Compensation
| Item | Terms |
|---|---|
| Options | None outstanding for non-employee directors as of year-end 2024 |
| PSUs/Performance metrics | Not used for non-employee directors; equity is delivered as vested shares (or deferred into phantom shares) |
| Clawbacks / Hedging/Pledging | Hedging and pledging prohibited for non-employee directors |
Other Directorships & Interlocks
| Company | Relationship to PIPR | Notes |
|---|---|---|
| BlackRock, Inc.; The Vanguard Group, Inc. | >5% shareholders; routine arms-length transactions | Not related to Ms. Smith; disclosed for broader governance context |
| Related-person transactions policy | Governance Committee oversight | Related-person transactions >$120,000 reviewed/approved; none disclosed involving Ms. Smith; routine arm’s-length business permitted |
- No compensation committee interlocks disclosed among Compensation Committee members; committee composed entirely of independent directors.
Expertise & Qualifications
- Financial/accounting/risk management expertise; former public company CFO (SUPERVALU INC.).
- Designated “audit committee financial expert” by PIPR; all Audit Committee members are independent and financially literate.
- Highlighted skills: focus sector experience, corporate governance, financial/accounting/risk.
Equity Ownership
| Holder | Common Shares | Phantom Shares | Ownership Notes |
|---|---|---|---|
| Sherry M. Smith (as of Mar 25, 2025) | 1,149 | 9,059 | All shares held directly; none of the individuals owns >1% of outstanding shares |
| Group (all directors & executive officers) | 484,634 | 71,504 | Group holds 2.7% of PIPR common stock |
| Alignment Mechanisms | Status/Terms |
|---|---|
| Director stock ownership guidelines | Non-employee directors expected to own ≥4x annual basic cash retainer; all non-employee directors in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for employees and non-employee directors |
| Deferred Compensation Plan | Cash fees and equity may be deferred into phantom shares; dividends credited as additional phantom shares; delivered in stock after service ends |
Governance Assessment
- Strengths
- Independent Audit Chair with CFO background; designated audit committee financial expert; committee met 10 times in 2024 and oversees a broad risk remit including IT/cybersecurity and misconduct/fraud risks.
- Strong engagement: Board met 7 times; each current director attended ≥75% of Board and committee meetings; aggregate attendance 96%; all current directors at 2024 annual meeting.
- Ownership alignment: Meaningful ownership guidelines (4x cash retainer), broad compliance; hedging/pledging prohibited; ability to defer into phantom shares (Ms. Smith holds 9,059 phantom shares).
- Potential concerns/monitoring items
- Charitable contributions under $10,000 to organizations associated with Ms. Smith were disclosed and deemed immaterial; continue to monitor for any expansion of related-party relationships.
- Director pay increases for 2025 (chair retainers and equity grant) align with market analysis; investors may track the mix and rationale for future changes.
No related-person transactions involving Ms. Smith above disclosure thresholds were reported; routine business is conducted at arm’s-length and subject to Governance Committee oversight.