STIFEL FINANCIAL CORP (SF)
Sector: Financials
2026 Annual Meeting Analysis
STIFEL FINANCIAL CORP · Meeting: June 9, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2019 with relevant technology and marketing expertise; no overboarding (0 other public boards); SF's 3-year TSR of +109% outperforms the peer group median by +32.5pp, well below the 65pp threshold required to trigger a vote against, so no TSR concern applies.
Director since 2023 (less than 24 months tenure at the time of the 3-year measurement window), which exempts her from the TSR trigger; brings energy sector regulatory and leadership experience with 0 other public boards.
Director since 2010 with deep financial and accounting expertise (former CFO of Microsoft, former Deloitte partner) qualifying him as an audit committee financial expert; SF's 3-year TSR outperforms peers by +32.5pp, well below the 65pp trigger threshold; no overboarding concerns (1 other public board, now largely historical).
Director since 2023 (under 24 months at the start of the 3-year window), exempting her from the TSR trigger; brings strong capital markets and CFO experience relevant to a financial services firm and serves as audit committee deputy chair.
Director since 2010 with extensive private equity and financial services experience; SF's 3-year TSR outperforms peers by +32.5pp, well below the 65pp trigger threshold; holds 0 other public board seats currently (1 historical directorship now lapsed).
Director since 2022 with relevant technology and business leadership experience as CEO of a large IT firm; no overboarding (0 other public boards); the TSR trigger does not apply given SF's strong peer-relative performance.
Chairman and CEO since 1997; the TSR trigger does not apply — SF's 3-year absolute TSR of +109% is strong positive and the gap vs. the peer group median is +32.5pp, well below the 65pp threshold required to trigger a vote against an executive director; he holds 2 other public board seats, which does not exceed the 2-seat limit for sitting CEOs under policy.
Director since 2016 with over 25 years of global banking experience; serves on 2 other public company boards (Broadridge and Diebold Nixdorf), which is within the 4-seat limit for non-executive directors; SF's TSR performance relative to peers does not trigger a vote against.
Director since 2025, which is under 24 months and exempts him from the TSR trigger; brings over 30 years of investment banking experience directly relevant to Stifel's business; holds 0 other public board seats.
Director since 2017 serving as Lead Independent Director and Compensation Committee Chair; holds 1 other public board seat, well within limits; SF's TSR outperforms peers by +32.5pp, below the 65pp trigger threshold.
Director since 2010 and Senior Managing Director of Stifel; classified as non-independent but does not serve on audit or compensation committee, so no independence concern is triggered; SF's peer-relative TSR does not trigger a vote against; age exception noted by board (age 85) is a governance observation but not a policy trigger under our framework.
Director since 2013 serving as Audit Committee Chair with clear financial expertise (former CFO of Continental Grain, former Salomon Brothers Managing Director); SF's 3-year TSR outperforms peers by +32.5pp, well below the 65pp trigger threshold; holds 0 other current public board seats.
All 12 director nominees receive a FOR vote. SF's 3-year absolute TSR of +109% is strongly positive, and the company outperforms its disclosed peer group median by +32.5pp — well short of the 65pp threshold required to trigger a TSR-based vote against any director. No director is overboarded, no non-independent director sits on the audit or compensation committee, no attendance issues are disclosed, and the board publishes a detailed skills matrix. Two directors (Maryam Brown, Carnoy, Nesi) joined within the past 24 months and are fully exempt from the TSR trigger.
Say on Pay
✓ FORCEO
Ronald J. Kruszewski
Total Comp
$18,908,297
Prior Support
96%%
CEO total compensation of approximately $18.9 million is benchmarked against a financial services firm of Stifel's size and scope; while this is a high absolute figure, the company delivered record net revenues of $5.53 billion and a 3-year TSR of +109%, which substantially outperforms the peer group median (+32.5pp) and the XLF ETF (+44.3pp), supporting above-benchmark incentive pay. The pay program emphasizes variable, at-risk compensation (49% of CEO pay is at-risk through performance stock awards tied to multi-year metrics including relative TSR, EPS, and return on equity with a 4-year measurement period and 5-year vesting), a robust clawback policy is in place, prior-year Say on Pay support was 96%, and no individual executive appears materially above the threshold for their role given the company's outperformance; the pay structure is well-aligned with shareholder outcomes.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
1 yrs
Audit Fees
$4,485,000
Non-Audit Fees
$2,069,000
KPMG served as Stifel's auditor for fiscal year 2025 (its first year, having replaced Ernst & Young). The non-audit fees paid to KPMG in 2025 total $2,069,000 (Audit-Related Fees of $305,000 + Tax Fees of $1,685,000 + All Other Fees of $79,000), compared to audit fees of $4,485,000, producing a non-audit fee ratio of approximately 46% — just below the 50% threshold. However, when tax fees ($1,685,000) are included as non-audit services (which they are by definition), the ratio is 46.1%, which is below the 50% trigger. Re-examining: $305,000 + $1,685,000 + $79,000 = $2,069,000 non-audit; ratio = $2,069,000 / $4,485,000 = 46.1%, which is below the 50% threshold. On closer review the non-audit fee ratio is 46.1% — below the 50% trigger — so the auditor ratification policy trigger does NOT fire. KPMG is a Big 4 firm appropriate for a $12B market cap company, tenure is only 1 year (well below the 25-year threshold), and no material restatements are disclosed. Vote is FOR.
Overall Assessment
The 2026 Stifel Financial annual meeting features a clean director slate with strong TSR performance well above peer and ETF benchmarks, supporting FOR votes on all 12 director nominees. The Say on Pay vote is supported given record revenues, strong multi-year stock performance, a genuinely at-risk pay structure, 96% prior-year support, and a robust clawback policy; the auditor ratification of KPMG (first year, Big 4, non-audit fee ratio of 46% below the 50% trigger) also receives a FOR vote. Two non-standard management proposals — an authorized share increase and an equity plan capacity increase — fall outside the current policy scope and are noted without a vote determination.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing