501 North Broadway

    St. Louis, Missouri 63102

  Proxy Statement for the 2023 Annual Meeting of Shareholders

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        Continued Strong Performance in 2022

Net revenues of $4.4 billion, the second highest in our history, despite a challenging environment.

Non-GAAP net income available to common shareholders of $675 million, or $5.74 per share.

Record net interest income, up 79% over 2021.

Record asset management revenues, up 5% over 2021.

Bank loans up $3.8 billion, up 23% over 2021.

Return on average tangible common equity (ROTCE) of 22%.

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Over 9,000 associates worldwide.

Over 2,300 financial advisors across the United States.

Approximately 2,200 stocks under coverage – the largest small and mid-cap equity research platform in the United States.

A balanced business model: 65% of revenues from Global Wealth Management; 35% from the Institutional Group.

$5.3 billion in shareholder equity.

Low leverage of 7.0x.

$6.2 billion in market capitalization.

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Shareholders overwhelmingly support our compensation program

Last year, more than 97% of shareholders voting supported

Similarly strong support in recent years

Senior management and the Committee are committed to a high level of shareholder outreach and response to input

Ongoing communication with shareholders throughout the year

Compensation-focused dialog with top 19 institutional shareholders, over 55% of outstanding shares

Regular interface with our employees, over 26% of outstanding shares

We have responded to feedback in recent years – some of our responsive actions have been

Greater utilization of performance-based awards

Clearly articulated goals

Fuller disclosure

Some of our institutional shareholders publish proxy voting guidelines, including the following:

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 24, 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.

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.

Disclose the rationale behind the selection of pay vehicles and how these fit with intended incentives.

Page 39, Key Executive Compensation Program Elements

Page 40, The Committee’s Perspective on Compensation Elements

Page 30, Executive Compensation Determinations for 2022

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Recent Environmental, Social, and Governance Programs and Efforts

$3 Billion

Stifel had over $3 billion in ESG assets under management at the end of 2022, including over $2.2 billion at 1919 Investment Counsel.

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Number of Continuing Board Members with Key Skills

8

Cyber-

security

Market-ing and Brand-ing

  Number of Continuing Board Members with Key Experiences

8

  CEO,

  President or    

  COO

Public Company Management &   Governance

Key Board Statistics

Number of Continuing

Directors

Independence of

Continuing Directors

Board

Audit Committee

Compensation Committee

Nominations & Corporate Governance Committee

Risk Management Committee

Independence of

Continuing Directors

Average Tenure of

Continuing Directors

Average Age of

Continuing Directors

Continuing Independent Directors with 5 or Fewer Years’ Tenure

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Name

Age

Independence

Year Commencing

Occupation and

Career Highlights

Committee Membership

and Board Leadership

Other

Public

Boards

Adam T. Berlew

56

Independent

2019

Vice President, Atlassian;

Former Executive Director, Google Cloud AI & Industry Solutions

Compensation;

Risk Management

Maryam Brown

48

Independent

2023

Michael W. Brown

77

Independent

2010

Retired, Vice President & CFO,

Microsoft Corporation

Lisa Carnoy

55

Independent

2023

Robert E. Grady

65

Independent

2010

Advisory Partner, Summit Partners

Former Partner, The Carlyle Group

James P. Kavanaugh

60

Independent

2022

Co-Founder & CEO,

World Wide Technology

Ronald J. Kruszewski

64

Not Independent

1997

Chairman & CEO,

Stifel Financial Corp.

Daniel J. Ludeman

66

Independent

2019

Former President and CEO,

Wells Fargo Advisors

Audit;

Risk Management

Maura A. Markus

65

Independent

2016

Audit;

Nominations & Corporate Governance, Chair

David A. Peacock

54

Independent

2017

Lead Independent Dir.;
Compensation, Chair;

Nominations & Corporate
Governance

Thomas W. Weisel

82

Not Independent

2010

Michael J. Zimmerman

72

Independent

2013

Vice Chairman,

Continental Grain Company

  Proxy Statement for the 2023 Annual Meeting of Shareholders

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A Foundation of Sound Governance and Shareholder Outreach

Independent Lead Director, periodically rotated

Annual CEO evaluation by our all-independent Compensation Committee

Ongoing shareholder engagement and demonstrated responsiveness to shareholder input

The Board and its committees may engage independent advisors in their discretion

Annual election of directors

Executive sessions of independent, non-employee directors

Substantial share ownership by each of our named executive officers well in excess of our share ownership requirements

Robust risk control, led by the Board and senior executives, buttressed by processes and committees, embraced throughout the Company

Board Tenure of Continuing Directors

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What is being voted on: Election to the Board of our director nominees, each for a one-year term.

Board recommendation: FOR each of our director nominees, based on a review of individual qualifications and experience and contributions to our Board.

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

Diversity 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

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  Audit Committee

  The Audit Committee met 8 times during 2022.

Committee Chair:

u   Michael Brown

Deputy Chair:

u   Zimmerman

Members:

u   Ludeman

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 placed in nomination for shareholder ratification as our independent auditors and compensating and terminating the auditors as deemed necessary;

u   Meeting periodically with our independent 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. The “audit committee financial expert” designated by our Board is Mr. Michael Brown.

  Compensation Committee

  The Compensation Committee met 5 times during 2022.

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 and recommending to our Board the compensation of each of our executive officers;

u   Reviewing market data to assess our competitive position for the components of our executive compensation;

u   Reviewing executive performance;

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 2022, there were no interlocks or insider participation on the part of the members of the Compensation Committee.

u   See page 55 for further description of the lack of interlocks and insider participation on the Compensation Committee.

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  Nominations & Corporate Governance Committee

Committee Chair:

u   Markus

Members:

u   Grady

u   Peacock

Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board.

Committee Role & Responsibilities:

u   Overseeing Board and Board Committee organization, membership, and structure;

u   Leading Board and Board Committee self-evaluation;

u   Overseeing the Corporation’s executive and corporate structure and recommending improvements to its effectiveness;

u   Searching for individuals qualified to become members of our Board and selecting director nominees to be presented for election at the Annual Meeting of Shareholders and considering nominees for directors recommended by our shareholders;

u   Reviewing the Company’s charitable strategy, Company political contributions and lobbying policies, Company conservation and environmental policies, and Company efforts to sustain the economic development of the communities in which it operates; and

u   Fostering the Company’s efforts to encourage diversity and respect for diversity among the Corporation’s associates, including its leadership, considering gender diversity, racial diversity, ethnic diversity and other diversity of background and identification.

Risk Management Committee

The Risk Management Committee 5 times during 2022.

Committee Chair:

u   Grady

Members:

u   Berlew

u   Ludeman

Committee members are independent directors as defined by the NYSE, the SEC, and as determined by our Board.

Committee Role & Responsibilities:

u   Regularly reviewing our aggregate risk exposures and risk management processes with management, including our Chief Executive Officer, Chief Financial Officer, Chief Risk Officer and Chief Compliance Officer;

u   Considering cybersecurity matters, with a special meeting devoted each year to cybersecurity;

u   Overseeing the Company’s Enterprise Risk Management program and the Company’s responsiveness to and discussions and compliance with the Federal Reserve Bank of St. Louis and other regulators’ input, reviews and rules;

u   Considering the wide range of risks the Company confronts, including market risk, credit risk, technological and operational risk, liquidity and funding risk, compliance and legal risk, reputational risk, risks arising from actual or potential conflicts of interest, and strategic risk; and

u   Reviewing newly developing Company risks and the Company’s efforts to address these developments.

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The Committee’s Process for Decision Making

Committee Views of Proportion and Form of Compensation

CEO: Mr. Kruszewski  

15% of

Annual Incentive Compensation

85% of

Annual Incentive Compensation

Office of the President:

Co-Presidents Zemlyak and Nesi

26% of

Annual Incentive Compensation

74% of

Annual Incentive Compensation

Committee Assessment:

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Primary Performance Goals

▶   Non-GAAP Pre-Tax Net Income

▶   Non-GAAP Net Revenue

▶   Non-GAAP EPS

  Company Performance on Primary Goals,

  Committee Assessment

▶   Non-GAAP Return on Common Equity

▶   Total Shareholder Return (price increase + dividend)

▶   Non-GAAP Pre-Tax Margin on Net Revenues

▶   Book Value Per Share

▶   Non-GAAP Comp to Revenue Ratio

▶   Total Capitalization of Stifel Financial Corp.

  Company Performance on Additional Considerations,

  Committee Assessment

▶   Financial Results

See pages 30 to 34 for a detailed description of achievements in these four categories in relation to each named executive officer.

▶   Strategic Achievement

▶   Leadership

▶   Risk Management

  Company Performance on Strategic Goals,

  Committee Assessment

  Overall Company Performance,

  Committee Assessment

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We Continue To Grow and Invest in our Future

Delivering Value to Shareholders

New Business

Operating Capabilities

u   Record revenue for Global Wealth Management

u   3^rd highest revenue for Institutional Group

u   Board of Directors authorized a 20% increase in common stock dividend starting in the first quarter of 2023.

During 2022, we:

u   Announced the Torreya Partners acquisition.

u   Formed an innovative syndicated lending vehicle jointly with Korea Investment & Securities.

u   We successfully controlled our compensation and non-compensation expenses in 2022.

u   This expense discipline contributed to our 22% return on tangible common equity.

u   Over $400 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.

$37 billion

$5.3 billion

$44 per share

2022 Segment Performance, Balance Sheet, Infrastructure and Additional Performance Indicators

Global Wealth
Management

u   Record net revenue of $2.8bn

u   Pre-tax operating income of $1.1 billion

u   Record recruiting pipeline; we recruited 152 new financial advisors in a challenging environment

u   Net revenue of $1.5bn

u   Pre-tax operating income of $254 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%

u   Repurchased roughly 3.0 million common shares at an average price of $64.50

u   Improved client-facing infrastructure

u   Maintained robust cybersecurity protections

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  2022 Segment Performance, Balance Sheet, Infrastructure and Additional Performance Indicators

  Additional Performance Indicators

Non-GAAP Return on Equity

Non-GAAP Tangible Return on Equity

Total Shareholder Return

Non-GAAP Pre-Tax Margin on Net Revenues

Book Value Per Share

Non-GAAP Compensation to Revenue Ratio

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  Relative Performance of Common Stock

  Relative Performance

5-Year

Growth

CAGR

  Strategic Execution

Accretive to our
Shareholders

To our shareholders, through
expected revenue and EPS growth in a reasonable timeframe.

To our new partners, through the stability of Stifel’s size and scale, coupled with a significant retention of their own ability to direct their own businesses.

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  Strengthening Controls and our Culture

Ongoing Risk Management. In 2022, Stifel continued to manage its balance sheet, capital, liquidity and overall risk conservatively, with a constant focus on the dynamic challenge of the COVID pandemic. The Board’s Risk Management Committee oversees major risk exposures, including market, credit, capital & liquidity, operational, regulatory, strategic and reputational risks. Our Enterprise Risk Management program, under the direction of our Chief Risk Officer, and other members of the Company’s management have prepared a series of risk appetite statements that articulate our overall risk culture. The Board’s Risk Committee reviews and approves risk appetite statements at least annually and receives at least quarterly updates on the Company’s adherence to them. The Board’s Risk Committee also receives quarterly risk assessments that identify, measure, and monitor existing and emerging risks, in addition to any changes to internal controls. In addition, the Board’s Risk Committee reviews the potential effect of significant matters and decisions on the Company’s reputation.

Cybersecurity. The Company, including its Board and senior management, devote significant time and resources to dynamic and growing cybersecurity defense. The Risk Management Committee of the board devotes one full meeting each year to cybersecurity, and considers cybersecurity in its other meetings as appropriate. The Company’s cybersecurity architecture and layered technologies are carefully considered. Security personnel provide ongoing threat monitoring and work across technology disciplines to monitor cyber threats. The Company’s team of security architects guides and coordinates internal and external protections. Other teams focus on assurance and continually monitor and test effectiveness. Management and the Board oversee these and other measures both directly and through the Risk Management Committee.

Investing in our infrastructure. We have continued to build out the infrastructure that enables us to continue to execute on our growth strategies, by bolstering our risk management, compliance, and internal audit functions, and ensuring that we fully comply with new and existing regulatory requirements. For example, we have made significant additions to our staff who stress test risk exposures and monitor compliance with rules and regulations. We have also significantly augmented the tools available to this staff. Likewise, we developed a number of new oversight capabilities to carefully manage risk in select Private Client Group business areas. Additionally, in the Technology and Operations areas we developed a number of new cross team communication capabilities as well as enhanced system monitoring tools and procedures. And in the Technology and Operations areas we continue to invest in personnel and technology systems that enhance frim-wide communication by providing project transparency and ongoing system monitoring. In addition, our internal audit team performed scores of internal audits in 2022.

Investing in Process Improvements and Controls. We continued to enhance our overall control environment by implementing new capabilities, policies and procedures that ensure effective management of our systems. A new set of internal committees and task forces have been formed to evaluate areas for improvement across the operational platform on an ongoing basis. Similarly, a number of procedures have been implemented to periodically review existing business controls in addition to the implementation of new controls. Management supports the necessary investments required to continuously improve the Company’s systems and controls.

Building on our strong relationships with regulators. Stifel recognizes the critical importance to the safety and soundness of our company, and the value to our growth strategy, of building on the strong relationships we maintain with our regulators. Our history of growth in the heavily-regulated financial services industry, both organically and through acquisitions, is evidence of this commitment.

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  Investment in our People

Progressive Compensation

In early 2022, the Company granted approximately half of its employees a one-time restricted stock unit grant of $5,000 per individual. Approximately 4,200 current employees benefitted. Qualifying new employees are also eligible for a similar award. As a result, in combination with existing employee ownership, substantially all Stifel employees will achieve equity ownership in the company.

In determining full-year 2022 compensation, the Committee and Company senior management focused compensation reductions on senior management and other more highly compensated individuals. A majority of employees received an increase in total compensation, including nearly all employees whose total compensation was below the Company median. The result was a progressive compensation adjustment.

Development and Growth

By listening to our associates, including those who have joined us through acquisitions, Stifel integrates best practices and strengthens the Company. Many parts of our business have formal cross-training and continued education programs.

Our management development programs identify and prepare leaders at Stifel for wider responsibility. In 2022, we provided new resources to managers to reinforce their leadership and ability to develop their teams.

Succession Planning

The Board has established the Office of the President, consisting of our two Co-Presidents, and developed a succession plan. The Board discusses succession planning in its executive sessions.

In addition, many of our larger departments have developed management succession processes that identify employees with high potential and prepare them to lead our future.

Diversity and Inclusion

We are dedicated to cultivating a diverse and inclusive Stifel.

On page 8, we describe the broad range of actions taken and efforts underway throughout Stifel to improve ourselves as a place for every associate to work and as a resource to every part of the many communities we serve.

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“Realized” compensation is paid or vests either during or on account of the year and is of fixed realizable value and ordinarily available to the executive officer.

  Alignment of CEO Compensation with Key Performance Measures

Mr. Kruszewski led the firm through difficult market conditions with stability and success.

It is appropriate to lead with At-Risk forms of compensation as incremental compensation is awarded. Over two-thirds of incremental CEO compensation since 2016 has been At-Risk. 85% of CEO compensation in 2022 was At-Risk.

Historically, CEO compensation has broadly tracked the performance of the three primary performance goals established by the Committee: non-GAAP net revenue, non-GAAP pre-tax net income and non-GAAP earnings per share. See “Use of Non-GAAP Measures” on page 46 for a description of how and why these measures differ from GAAP measures.

The CEO’s existing share ownership, which is significant, powerfully and directly aligns the CEO with the interests of all shareholders.

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Name

Year      

Total

Compen-

sation⁽¹⁾

Base

Salary

Stock-
Based
Salary

Cash

Bonus

RSUs, RSAs &

Debentures

PRSUs

Subtotal

At-Risk

Year-over-
Year %

Change

Year-over-
Year

% Change