DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Rule 240.14a-12

Stifel Financial Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒		No fee required

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

LETTER FROM OUR CHAIRMAN & CEO

501 North Broadway

St. Louis, Missouri 63102

April 28, 2023

Fellow Shareholders:

We cordially invite you to participate in the 2023 Annual Meeting of Shareholders of Stifel Financial Corp., which will be held virtually on Wednesday, June 7, 2023 at 9:30 a.m., Central Time. We hope that you will be able to participate.

Enclosed you will find a notice setting forth the business expected to come before the meeting and instructions for accessing this Proxy Statement and our Annual Report for the year ended December 31, 2022 on the Internet and for submitting proxy votes online. The notice also contains instructions on how to request a printed set of proxy materials.

Your vote is very important to us. Whether or not you plan to participate in the virtual-only meeting directly, we hope that your shares are represented and voted.

I would like to thank Kathleen Brown, as she retires from our Board of Directors, for her years of service, including recently as Lead Independent Director. Kathleen has been a reliably fair, thoughtful, and incisive voice. Kathleen has helped guide Stifel’s continued growth and has been a partner to me and her fellow directors. I, and our shareholders, will miss her wise counsel.

Thank you for your investment in Stifel. I look forward to welcoming our shareholders to the Annual Meeting.

Sincerely,

LOGO

Ronald J. Kruszewski

Chairman of the Board and Chief Executive Officer


		Proxy Statement for the 2023 Annual Meeting of Shareholders		1

TABLE OF CONTENTS


LETTER FROM OUR CHAIRMAN & CEO			1
TABLE OF CONTENTS			2
NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS			3
Performance Highlights			4

Shareholders’ Say on Pay: Outreach and Shareholder Input			7

ESG: Environmental, Social and Governance			8

Corporate Governance Highlights			9

Diversity Is an Important Factor in Consideration of Potential and Incumbent Directors			11
ITEM 1. ELECTION OF DIRECTORS			12
Our Directors			12

Our Corporate Governance Principles			19

Committees of the Board of Directors			20

Other Governance Matters			22
COMPENSATION DISCUSSION & ANALYSIS			23
Committee Process and Determinations			23

Company Performance			25

Executive Compensation Determinations for 2022			30

2022 Compensation Determinations for Named Executive Officers			31

Key Pay Practices			35

Committee Commitments and Principles			35

Key Executive Compensation Program Elements			39

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			49

Outstanding Equity Awards at Fiscal Year-End			50

Option Exercises and Stock Units Vested or Converted			51

Post-Employment Payments Discussion			52

Non-Employee Director Compensation			53

Certain Relationships and Related Transactions			54

CEO Pay Ratio			55

Pay Versus Performance			55

Compensation Committee Report On Executive Compensation .			57
ITEM 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY)			57
ITEM 3. AN ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY VOTES			58
ITEM 4. ADOPTION OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION			59
ITEM 5. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			61
BENEFICIAL OWNERSHIP			63
Ownership of Directors and Executive Officers			63

Beneficial Owners with more than Five Percent of our common stock			64

Beneficial Ownership by Employees			64
QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING			65
OTHER MATTERS			68

LOGO

Proxy Statement for the 2023 Annual Meeting of Shareholders

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS


TIME AND DATE:	Wednesday, June 7, 2023 at 9:30 a.m., Central Time

VIRTUAL-ONLY ACCESS:	As in recent years, the 2023 Annual Meeting of Shareholders will be virtual-only. Anyone may enter the meeting as a guest in listen-only mode, 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 www.meetnow.global/M9J5LC6 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 65 for details.

ITEMS OF BUSINESS:		Board Recommendation	Page Reference
	u Election of Directors, each as nominated by the Board of Directors (the “Board”)	For	12
	u An advisory vote to approve executive compensation (Say on Pay)	For

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Stifel Financial Corporation