Stifel Financial Corp PRE 14A, filed Apr 17, 2026

TIME AND

DATE:

Tuesday, June 9, 2026 at 11:00 a.m., Central Time

VIRTUAL-
ONLY
ACCESS:

The 2026 Annual Meeting of Shareholders will be virtual-only. Anyone may enter the meeting as a guest in listen-only mode, but only shareholders as of the record date and holders of valid proxies may attend and participate in the meeting, vote electronically and submit questions before and during the meeting by visiting http://www.meetnow.global/ML5KQP4 at the meeting date and time. If you plan to attend the virtual meeting, please refer to Questions & Answers about the Annual Meeting on page 71 for details.

Stifel Financial Corp (SF)

PRE 14A 2026-04-17 For: 2026-06-09

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Added on October 21, 2026

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☐		Definitive Proxy Statement

☐		Definitive Additional Materials

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LETTER FROM OUR CHAIRMAN & CEO			2
TABLE OF CONTENTS			2
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS			3
Performance Highlights			4

Shareholders’ Say on Pay: Outreach and Shareholder Input			7

Corporate Governance Highlights			8

Variation in Background Is Important to Consideration of Potential and Incumbent Directors			10
ITEM 1. ELECTION OF DIRECTORS			11
Our Directors			11

Our Corporate Governance Principles			18

Committees of the Board of Directors			19

Other Governance Matters			20
COMPENSATION DISCUSSION & ANALYSIS			22
Committee Process and Determinations			22

Company Performance			24

Executive Compensation Determinations for 2025			29

2025 Compensation Determinations for Current Named Executive Officers			30

2025 Compensation Determinations for Retired Named Executive Officer			34

Key Pay Practices			35

Committee Commitments and Principles			35

Key Executive Compensation Program Elements			39

The Committee’s Perspective on the Compensation Elements			40

Pay Structure and Risk Mitigation			41

Summary Compensation Table Treatment of Timing of Compensation			46

Use of Non-GAAP Measures			46
SUMMARY COMPENSATION TABLE			47
Grants of Plan-Based Awards			48

Stock Unit Awards and Grant Date Fair Value under ASC 718			49

Additional Information about Compensation Paid to the Named Executive Officers			50

Outstanding Equity Awards at Fiscal Year-End			51


Option Exercises and Stock Units Vested or Converted			52

Nonqualified Deferred Compensation			52

Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information			52

Post-Employment Payments Discussion			53

Non-Employee Director Compensation			53

Certain Relationships and Related Transactions			54

CEO Pay Ratio			56

Pay Versus Performance			56

Compensation Committee Report On Executive Compensation			59
ITEM 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY)			60
ITEM 3. ADOPTION OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE BY 50% THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED			61
ITEM 4. AUTHORIZATION TO INCREASE INCENTIVE STOCK PLAN CAPACITY			62
Text and Description of the Plan			66

Plan Capacity Increase Vote			66
ITEM 5. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			67
BENEFICIAL OWNERSHIP			69
Ownership of Directors and Executive Officers			69

Beneficial Owners with More than Five Percent of our Common Stock			70

Beneficial Ownership by Employees			71
QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING			71
OTHER MATTERS			75
APPENDICES			76
Appendix A: Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement)			76

Appendix B: Description of the Incentive Stock Plan			80



ITEMS OF BUSINESS:		Board Recommendation	Page Reference
	u Election of Directors, each as nominated by the Board of Directors (the “Board”)	For	11
	u An advisory vote to approve executive compensation (Say on Pay)	For	60
	u Adoption of an amendment to the Company’s Certificate of Incorporation to increase by 50% the number of shares of common stock authorized	For	61
	u Authorization of amendments to the 2001 Incentive Stock Plan (2018 Restatement) to increase capacity by 9,000,000 shares, including 175,000 shares to be reserved for non-employee directors	For	62
	u Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2026	For	67



Institutional Shareholder Guidelines	Stifel Response	Cross-Reference

Incentive plans should reflect strategy and incorporate long-term shareholder value drivers, including metrics and timeframes.	Our Committee has developed a facts-based, performance-focused framework by which it assesses executive officer performance and sets compensation against clearly stated and measured Company and business goals. Our Performance-Based Restricted Stock Units (PRSUs) are primarily based on measuring objective, clearly stated performance goals.	Page 23, Incentive Assessment Framework Results Page 41, Performance-Based Restricted Stock Units, PRSUs

Performance results should generally be achieved over a 3- to 5-year time horizon.	PRSUs are measured over a 4-year period and vest over a 5-year period. Both periods are longer than is typical in the market, which we believe results in stronger retention.	Page 41, Performance-Based Restricted Stock Units, PRSUs

Peer group evaluation should be used to maintain awareness of pay levels and practices.	Our peer group was identified by Compensation Advisory Partners LLC (CAP), our independent compensation consultant. CAP provided the Committee with market data on executive compensation trends and executive officer compensation levels, and assisted the Committee with evaluation of pay-for-performance alignment.	Page 38, Independent Compensation Committee Consultant and Identification of Peer Group

Disclose the rationale behind the selection of pay vehicles and how these fit with intended incentives.	Our key executive compensation program elements include fixed and variable compensation, and we have disclosed the rationale behind the selection of pay vehicles and how they fit with intended incentives in detail in the sections referenced to the right.	Page 39, Key Executive Compensation Program Elements Page 40, Committee’s Perspective on Compensation Elements Page 29, Executive Compensation Determinations for 2025



Name	Independence Year Commencing	Occupation and Career Highlights	Committee Membership and Board Leadership

Adam T. Berlew	Independent 2019	CMO, Equinix, Inc.; Former Executive Director, Google Cloud AI & Industry Solutions	Compensation; Risk Management

Maryam S. Brown	Independent 2023	Former President, SoCalGas; Former Senior Counsel, Energy and Environment, Speaker of the House, US Congress	Risk Management

Michael W. Brown	Independent 2010	Retired, Vice President & CFO, Microsoft Corporation	Audit

Lisa L. Carnoy	Independent 2023	Former Chief Financial and Administrative Officer, Continental Grain	Audit, Deputy Chair; Risk Management

Robert E. Grady	Independent 2010	Advisory Partner, Summit Partners Former Partner, The Carlyle Group	Nominations & Corporate Governance; Risk Management, Chair

James P. Kavanaugh	Independent 2022	Co-Founder & CEO, World Wide Technology	Compensation

Ronald J. Kruszewski	Not Independent 1997	Chairman & CEO, Stifel Financial Corp.	Chairman

Maura A. Markus	Independent 2016	Retired, President, COO & Board Director, Bank of the West	Audit; Nominations & Corporate Governance, Chair

Victor J. Nesi	Not Independent 2025	Former Co-President, Head of Institutional Group, Stifel Financial Corp.

David A. Peacock	Independent 2017	CEO, Advantage Solutions, Former President, Anheuser-Busch	Lead Independent Dir.; Compensation, Chair; Nominations & Corporate Governance

Thomas W. Weisel	Not Independent 2010	Sr. Managing Director, Stifel Financial Corp.; Chairman & CEO, Thomas Weisel Partners Group, Inc.

Michael J. Zimmerman	Independent 2013	Vice Chairman, Continental Grain Company	Audit, Chair



Core Qualifications and Experience
u Integrity, business judgment and commitment u Demonstrated management ability u Extensive experience in the public, private or not-for-profit sectors		u Leadership and expertise in their respective fields u Financial literacy u Strategic thinking u Reputational focus

Breadth of Skills and Experiences

u Audit, Tax and Accounting u Cybersecurity u Digital u Financial Services: Banking u Financial Services: Global Wealth Management u Financial Services: Institutional u General Management u Government, Regulation and Public Policy u Marketing and Branding u Risk Management		u Talent and HR Management u Technology u CEO, President or COO u CFO or other Financial Expert u ESG u Complex Regulated Industries u Government Service u Private Company Management/Governance u Public Company Management/Governance u Not for Profit


Audit Committee
The Audit Committee met 11 times during 2025.
Committee Chair: u Zimmerman Deputy Chair: u Carnoy Members: u Michael Brown u Markus Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board.		Committee Role, Responsibilities and Qualifications:

		u Recommending to the Board a public accounting firm to be nominated for shareholder ratification as our independent auditors and compensating and terminating auditors as deemed necessary; u Meeting periodically with our auditors and financial management to review the scope of the proposed audit for the then-current year, the proposed audit fees, and the audit procedures to be utilized, reviewing the audit and eliciting the judgment of the independent auditors regarding the quality of the accounting principles applied to our financial statements; and u Evaluating on an annual basis the qualification, performance, and independence of the independent auditors, based on the Audit Committee’s review of the independent auditors’ report and the performance of the independent auditors throughout the year. u Each member of the Audit Committee is financially literate, knowledgeable, and qualified to review financial statements. Our Board has designated each Audit Committee member an “audit committee financial expert.”


Compensation Committee
The Compensation Committee met 5 times during 2025.
Committee Chair: u Peacock Members: u Berlew u Kavanaugh Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board.		Committee Role, Responsibilities and Qualifications:

		u Reviewing executive performance and recommending to our Board the compensation of each of our executive officers; u Reviewing market data to assess the components of our executive compensation; u Reviewing and approving executive compensation elements and plans; u Making recommendations to our Board regarding the adoption, amendment, and rescission of certain employee benefit plans; and u Reviewing the Company’s compensation policies and practices with respect to the Company’s employees to ensure that they are not reasonably likely to have a material adverse effect on the Company. u During 2025, there were no interlocks or insider participation on the part of the members of the Compensation Committee, as further described on page 55.


Risk Management Committee

The Risk Management Committee met 6 times during 2025.


1.	2.	3.	4.	5.
Identify Key Metrics (Quantitative & Qualitative)	Establish Peer Group, Gather Market Data and Shareholder Input	Review of Performance and Market	Make Year-End Pay and Performance Decisions	Determine Form and Allocate Awards

Financial Objectives: growth in earnings; net income and revenue; risk management Long-Term Objectives: increase ROCE and book value; enhance return to shareholders Strategic Objectives: integration of acquisitions; organic growth	Ongoing solicitation of shareholder input and incorporation of shareholder compensation priorities Independent consultant assisted the Committee with: identifying peer companies; gathering peer and supplemental market pay data for Committee reference.	Periodic updates during the year from the CEO: Company performance; segment performance; individual executive officer performance. Periodic updates from independent consultant: relative performance; competitive pay levels; alignment of pay and performance; market trends.	Committee decisions based on results of the incentive framework (see below) that include an in depth review of Company, CEO and other executive officer performance across multiple factors. Pay for executive officers other than the CEO recommended by CEO, subject to Committee approval.	Committee awarded 2025 incentive compensation in the form of cash salary and bonuses composed of cash, debenture, restricted cash, RSU and PRSU components. In early 2026, the Committee also awarded special compensation in the form of LTRSUs, described on page 43.



Named Executive Officer	Realized Compensation	At-Risk Compensation

CEO: Mr. Kruszewski	51% of Annual Incentive Compensation	49% of Annual Incentive Compensation

Heads and Co-Heads, GWM and IG: Zemlyak, Michaud and Raymond	65%, average of Annual Incentive Compensation	35%, average of Annual Incentive Compensation

Committee Assessment:	Realized and Not Retentive	At-Risk and Retentive



Primary Performance Goals	2025 Result	Year-Over-Year Change

u Non-GAAP Pre-Tax Net Income	$0.99bn	1% ⇩

u Non-GAAP Net Revenue	$5.53bn	11% ⇧

u Non-GAAP Diluted Earnings per Share (EPS)	$4.51	1% ⇩



Additional Considerations	2025 Result	Year-Over-Year Change

u Non-GAAP Return on Common Equity	15%	1% ⇩

u Total Shareholder Return (price increase + dividend)	$13.99	20% ⇧

u Non-GAAP Pre-Tax Margin on Net Revenues	22%	1% ⇧

u Book Value Per Share	$34.71	6% ⇧

u Non-GAAP Comp to Revenue Ratio	58%	even

u Total Capitalization of Stifel Financial Corp.	$12.7bn	17% ⇧



Performance Categories		Achievements
u Financial Results		See pages 29 to 33 for a detailed description of achievements in these four categories in relation to each named executive officer.
u Strategic Achievement
u Leadership
u Risk Management



We Continue To Grow and Invest in our Future

Delivering Value to Shareholders	New Business Operating Capabilities	Expense Control	Solidifying our Position as a Premier Firm

u Record revenue for Global Wealth Management u 2^nd highest revenue for Institutional Group u Board of Directors authorized an 11% increase in common stock dividend starting in the first quarter of 2026	During 2025, we: u Completed the acquisition of Bryan Garnier, & Co. u Completed the acquisition of B. Riley Wealth Management Advisors	u We successfully controlled our compensation and non-compensation expenses in 2025 u This expense discipline contributed to our 21% return on tangible common equity	u Over $552 billion in Global Wealth client assets u Successful recruiting and acquisitions u Stifel Bank expanded client deposits and leveraged the firm’s relationships for loan growth



$41 billion				Assets grew to $41 billion, up 3% over 2024


$6 billion				Equity of $5.98 billion, up 5% from 2024


$35 per share				Book Value per Common Share of $34.71, up 6% over 2024



2025 Segment Performance, Balance Sheet, Infrastructure and Additional Performance Indicators

Global Wealth Management	Institutional Group	Balance Sheet	Infrastructure

u Record net revenue of $3.5bn, up 8% over 2024 u Pre-tax operating income of $1.1 billion u Strong recruiting pipeline; we recruited 181 new financial advisors in a challenging environment	u Net revenue of $1.9bn, up 20% over 2024 u Pre-tax operating income of $329 million u Improved integration and alignment across all divisions and geographies in the Institutional Group	u Maintained a Tier 1 leverage capital ratio of 11.4% u Repurchased over 5.5 million common shares at an average price of $67.24 (adjusted for splits)	u Improved client-facing infrastructure u Extended algorithmic institutional trading capabilities in both equities and fixed income u Maintained robust cybersecurity protections



Additional Performance Indicators	2025	2024	2023

Non-GAAP Return on Common Equity	15%	16%	12%

Non-GAAP Tangible Return on Common Equity	21%	23%	17%

Total Shareholder Return	20%	56%	21%

Non-GAAP Pre-Tax Margin on Net Revenues	22%	20%	18%

Book Value Per Share	$34.71	$32.63	$30.41

Non-GAAP Compensation to Revenue Ratio	58%	58%	58%


Relative Performance	5-Year
Relative Performance	Growth	CAGR

Company Common Stock	171%	22%

Peer Group	81%	13%

S&P 500 Index	96%	14%



Realized		At-Risk

“Realized” compensation is paid either during or on account of the year, without being subject to further conditions, and is of fixed realizable value and ordinarily available to the executive officer.		“At-Risk” compensation, by contrast, is delayed and/or subject to future conditions, including potential clawbacks. An executive officer risks losing it on account of these conditions not being met.



Name	Year		Fixed Compensation				Annual Incentive Compensation						Subtotal At-Risk		Total Compen- sation⁽²⁾
Name	Year		Base Salary				Cash Bonus		RSUs, RSAs, Debentures and Restricted Cash⁽¹⁾		PRSUs		Subtotal At-Risk		Total Compen- sation⁽²⁾

Ronald J. Kruszewski		2025		0.20				8.90		2.90		6.00		8.90		18.00
		2024		0.20				5.92		4.44		4.44		8.88		15.00
		2023		0.20				2.26		4.52		4.52		9.04		11.50

James M. Zemlyak		2025		0.30				5.82		1.88		2.00		3.88		10.00
		2024		0.30				4.10		2.35		2.05		4.40		8.80
		2023		0.30				2.60		1.95		1.95		3.90		6.80

Thomas B. Michaud		2025		0.30				6.09		1.31		1.31		2.61		9.00
		2024		0.30				1.85		2.02		0.83		2.85		5.00
		2023		0.30				0.54		1.49		0.68		2.16		3.00

C. Brad Raymond⁽³⁾		2025		0.30				2.82		0.94		0.94		1.88		5.00

James M. Marischen		2025		0.30				2.58		0.72		1.00		1.72		4.60
		2024		0.30				1.80		0.99		0.81		1.80		3.90
		2023		0.30				1.15		0.87		0.68		1.55		3.00

	Year		Realized Compensation						At-Risk Compensation
	Year		Amount		% of Total		Year- over-Year % Change		Amount		% of Total		Year-over- Year % Change

Ronald J. Kruszewski		2025		9.10		51%		49%		8.90		49%		>1%
		2024		6.12		41%		149%		8.88		59%		–2%
		2023		2.46		21%		12%		9.04		79%		–25%

James M. Zemlyak		2025		6.12		61%		39%		3.88		39%		–12%
		2024		4.40		50%		52%		4.40		50%		13%
		2023		2.90		43%		28%		3.90		57%		–37%

Thomas B. Michaud		2025		6.39		71%		197%		2.61		29%		–8%
		2024		2.15		43%		156%		2.85		57%		32%
		2023		0.84		28%		–68%		2.16		72%		–17%

C. Brad Raymond⁽³⁾		2025		3.12		62%		n/a		1.88		38%		n/a

James M. Marischen		2025		2.88		63%		37%		1.72		37%		–4%
		2024		2.10		54%		45%		1.80		46%		16%
		2023		1.45		48%		–3%		1.55		52%		3%



Financial		Strategic Achievements

P Record net revenues of over $5.5 billion P Record revenue for Global Wealth Management and Institutional Group revenue up 26% year-on-year P Tangible book value per common share up 7% year-on-year P Increased common shares dividend by 11% beginning in the first quarter of 2026		P Record asset management revenues P Strong recruitment of financial advisors, building on the strength of Global Wealth Management P Continued to build Stifel Bank P Completed acquisition of Bryan Garnier, bolstering the Institutional Group’s investment banking capabilities on both sides of the Atlantic

Leadership		Risk Management

P Focus on capital adequacy and risk-adjusted returns P Led response to changing regulatory environment and increased geopolitical risks		P Disciplined management of compensation ratio P Stable, conservative management of capital assets in challenging operating environment



What We Do and Don’t Do

P Emphasize annual incentive compensation tied to Company and individual performance P Encourage stock ownership by deferring a portion of annual compensation in the form of RSUs and PRSUs and award long-term incentives with multi-year vesting periods of typically five years P Maintain stock ownership guidelines; currently, all executives exceed these guidelines P Focus executive officers on our long-term performance with the award of PRSUs based in significant part on ROCE performance P Utilize a formal process and incentive framework to set executive officer compensation P “Double trigger” on equity awards P Retain an independent compensation consultant P Conduct annual risk review P Engage with shareholders		X No excise tax “gross-ups” X No special CIC severance X No employment agreements X No SERPs X No hedging, short selling, or use of derivatives X Pledging by insiders requires Committee approval X No excessive perquisites X No repricing of options without shareholder approval X No option timing or pricing manipulation



Peer Group
Affiliated Managers Group Inc. Ameriprise Financial, Inc. Evercore Inc. Franklin Resources, Inc. Houlihan Lokey, Inc.	Invesco Ltd. Jefferies Financial Group Inc. Lazard Ltd. LPL Financial Holdings Inc. Moelis & Company	Northern Trust Corp. Piper Sandler Companies Raymond James Financial, Inc. T. Rowe Price Group, Inc.



Fixed Compensation & Benefits

Base Salary, Cash	Retirement Plans	Other Benefits

Provides a base level of fixed pay. Consistent with our compensation principles, Stifel maintains modest salary levels and provides most of its compensation in the form of variable incentive compensation. Cash base salary for our executive officers has not materially increased in recent years.	401(k) facilitates tax-advantaged retirement savings Named executive officers participate in the same retirement plans available to employees generally. Profit sharing plan with a match of up to $1,000.	Maintains alignment between named executive officers and other employees by limiting additional perquisites. Benefits provided to named executive officers are generally in line with those available to other employees. Limited executive officer perquisites.



Annual Variable Compensation

Cash Bonus	Debentures and Restricted Cash	RSUs and RSAs	PRSUs

Provides a competitive annual incentive. Aligns executive with shareholder interests in annual performance.	Aligns executive with shareholder interests in annual performance. Encourages retention by vesting over 5 years.	Aligns executive with shareholder interests in both annual performance and subsequent share value growth. RSUs encourage retention by vesting over 5 years. RSAs encourage retention by becoming unrestricted over 5 years, generally on equivalent terms to RSUs.	Aligns executive with shareholder interests in both annual performance and share value growth. Encourages retention by vesting over 5 years. Value depends on achievement of objective, multi-year goals. Performance based: directly tied to achievement of specific goals over a 4-year period.
u Varies annually based on Company and individual performance. u Structured to better align total pay with overall Company performance. u Tied to incentive framework, which includes key corporate, strategic and individual performance indications. u Decisions also based on individual goals and performance of business segment. u LTRSUs, which the Committee does not consider a routine part of annual variable compensation, are described on page 43.



Components of Annual Incentive Compensation

Cash	Time-based deferred compensation	Performance-based deferred compensation

Cash, which the Committee views as a short-term incentive and a component of Realized annual compensation.	Time-based deferred compensation, which the Committee views as a long-term incentive and a component of At-Risk annual compensation. Generally, such compensation has been a combination of restricted stock units, debentures and restricted cash.	Performance-based deferred compensation, which the Committee views as a long-term incentive and a component of At-Risk annual compensation. Generally, performance-based deferred compensation has been in the form of PRSUs.



Named Executive Officer	PRSU Award ($ millions)		PRSUs Awarded

Ronald J. Kruszewski		6.00		81,026

James M. Zemlyak		2.00		27,009

Thomas B. Michaud		1.31		17,623

C. Brad Raymond		0.94		12,694

James M. Marischen		1.00		13,504

Amounts are based on a reference share price of $74.05. Dollars rounded to the nearest $10,000.