PIPER JAFFRAY COMPANIES 2012 Compensation and Benefits for Non-EmployeeDirectors

EX-10.14 2 d271205dex1014.htm SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Summary of Non-Employee Director Compensation Program

Exhibit 10.14

PIPER JAFFRAY COMPANIES

2012 Compensation and Benefits for Non-Employee Directors


		*Amount*		*Objective*		*Time and Terms of Payment*

Annual Cash Retainer		$60,000		Consideration for Board and committee service for the current calendar year		Paid on the first business day in January. For directors joining the Board after January in any year, a pro rata amount will be paid on the date the director is elected to the Board based on the number of days during which the director will serve on the Board during that year.

Additional Annual Cash Retainer for Lead Director and Committee Chairpersons		$20,000-Lead Director $20,000-Audit $10,000-Compensation $5,000-Nominating and Governance		Consideration for service as lead director or committee chairperson for the current calendar year		Paid on the first business day in January.

Initial Equity Grant		$60,000 (valued as of election date)		Establish PJC equity interest upon initial election to the Board to align director and shareholder interests		Shares of PJC common stock granted on the date of the director’s initial election or appointment to the Board.

Annual Equity Grant		$60,000 (valued on the date of the annual meeting of shareholders)		Incentive compensation for continuing service on the Board and enhanced alignment of director and shareholder interests		Shares of PJC common stock granted on the date of the annual meeting of shareholders to any director whose service on the Board will continue following the annual meeting. For directors joining the Board after the annual meeting in any year, an equity award will be granted on the date the director is elected to the Board covering a pro rata number of shares based on the number of days during which the director will serve on the Board during that year.

Deferral Opportunity		All cash and equity received on an annual basis		Increase equity stake by directors		Annual opportunity to participate in the Amended and Restated Piper Jaffray Companies Deferred Compensation Plan for Non-Employee Directors, permitting deferral into phantom stock units of all or a portion of the director’s annual cash compensation for service as a Piper Jaffray Companies director, and deferral of any shares granted in consideration of the director’s service as a director. To participate in any year, irrevocable election must be made by December 31 of the preceding year for continuing directors and on the date of initial election or appointment to the Board for new directors. Annual opportunity to change the subsequent year’s election. The deferral date for the cash retainer is the first business day in January each year; the deferral date for the equity grant is the date of the annual meeting of shareholders each year.

Charitable Gift Matching Program		Up to $1,500		Encourage charitable giving		Pursuant to the Piper Jaffray Gift Matching Program, Piper Jaffray will match directors’ gifts to eligible organizations dollar for dollar from a minimum of $50 up to an aggregate maximum of $1,500 per year (the same terms and conditions as are applicable to employees).

Reimbursement of Out-of-Pocket Expenses		In addition to the foregoing, non-employee directors will be reimbursed for reasonable out-of-pocket expenses incurred in connection with their service on the Board and Board committees.