AGM 2021

May 26, 2021

Hello, and welcome to the Annual Meeting of Shareholders of Stifel Financial Corporation. Today's meeting is being recorded. During the meeting, there will be a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Ron Kruszewski, Chairman and CEO. Mr. Kruszewski, the floor is yours. Operator, I will now ask our Corporate Secretary, Mark Fisher, to provide an introduction to the technical details and rules of conduct for today's virtual only meeting and to provide a quorum report. Today's virtual only meeting is a live audio webcast. Shareholders who have already voted and do not want to change their votes do not need to take any further action. If you have not voted or wish to change your vote, you may do so at any time prior to the 10 am Central Time by clicking the link provided online or by visiting www.investorvote.com/ssf. If you need a copy of the annual report or the proxy statement, links are provided online and on the Investor Relations page at stifel.com. If you have logged in using a control number, you may submit questions online by clicking the dialog icon on the meeting center on your screen. The question submission function is not available if you logged in as a guest. Consistent with our bylaws, we have established rules of conduct for this meeting in the interest of a fair and orderly meeting. These rules are available in the file section of the meeting center. Mr. Chairman, as to quorum, the tellers have submitted a certificate showing that at least 100,000,000 943,145 shares or 95.9 percent of the total outstanding shares of common stock of the company are represented at the meeting. A quorum is present. Thank you, Mark, and thank you. I call the meeting to order and welcome our shareholders to this virtual only annual meeting. Thank you for joining us today. The officers and directors view you as partners, and we value your input. The directors and officers of our company in addition to myself participating in today's meeting are Kathleen Brown, Michael Brown, Robert Brady, Daniel Luedeman, Maura Marcus, James Oates, David Peacock, Thomas Weisel and Michael Zimmerman. In addition, the Senior Officers present are James Zemmach, Co President, Ted Turnisi, Co President, Mark Fisher, General Counsel and Secretary, Jim Marischen, Chief Financial Officer and David Swining, Senior Vice President. Also joining us today from Ernst and Young are Dan Chernisky, Chris Moore, Brett Ryan and Andrew Levett. Ernst and Young is being recommended to you as our independent auditing firm for the year ending December 31, 2021. We will now begin the formal business of the meeting. In accordance with the bylaws of the company, I am acting as Chairman of the meeting and Mark Fisher is acting as Secretary. I now appoint Kim Lachover and Michael Buckley as tellers to tabulate the votes at this meeting. An affidavit of the mailing of the notice of this meeting to all shareholders of record on March 29, 2021 will be filed with the minutes of this meeting. The previous annual meeting of shareholders was held on the 15th May 2020. The minutes for that meeting have been made available to you in the File section of the meeting center on your screen. I will deem these minutes accepted without objection unless a shareholder or proxy shareholder or proxy objects by e mail on or before May 31, 2021 and detailed in a box at the top of these minutes. We will now proceed to the proposal of directors for election. Our company's Board of Directors has proposed to the company's shareholders that the following individuals be elected at this annual meeting as directors, each to serve as a director of the company for a 1 year term or until a successor has been duly elected and qualified. Adam Burlow, Kathleen Brown, Michael Brown, Robert Grady, Ronald Kruszewski, Daniel Luteman, Maura Marcus, David Detock, Thomas Weisel and Michael Zimmerman. This proposal item 1 has been duly submitted to the shareholders for a vote. As reflected in the notice of this meeting of shareholders, we have 2 additional proposals for our shareholders. Item 2 is approval of an advisory resolution and executive compensation, sometimes referred to as say on pay. The Board of Directors have recommended that shareholders approve this item too. Item 3 is the Board of Directors proposal that the shareholders ratify its selection of Ernst and Young as independent auditors for the fiscal year ending December 31, 2021. Items 23 have each been duly submitted to our shareholders for a vote. I now recognize the representatives of Ernst and Young and Vice President to address this meeting. Is there any statement that you wish to make at this time? Not at this time. Later in the meeting, I will recognize anyone wishing to ask questions of the representatives of Ernst and Young. As already stated, shareholders who have already voted and do not want to change their votes do not need to take any further action. If you have not voted or wish to change your vote, you may do so at any time prior to 10 am Central Time by clicking on the link provided online or by visiting www.investorvote.com slash sf. So to allow for final tabulation of votes before hearing the results of the company or the results of the balloting, I will deliver remarks on the company. Through the prism of Stifel, this annual meeting should be an easy and celebratory recounting of 2020. 2020 marked a milestone as Stifel celebrated its 130th year, a remarkable achievement for any company, yet especially impressive for a financial services company. To summarize our financial results, record revenue of $3,800,000,000 up 12 percent record non GAAP net income of $523,000,000 or $4.56 per diluted common share return on tangible equity of 25%. And 2020 represented Stifel's 25th consecutive year of record net revenue. Over this time period, our company has grown revenue at a compound annual rate of 16%. 2020 was a volatile year for equity markets. In March, as the impact of the pandemic began to crystallize, the S and P 500 index declined 31% as measured from the beginning of the year. Unprecedented fiscal and monetary stimulus proved an effective antidote to market concern, providing a catalyst for the S and P 500 to recoup its losses by August and finish the year off approximately 16%. People's stock followed similar trajectory for the year. During the same month of March, people's stock had an annual low of $20.75 as adjusted from December 2020, 3 for 2 stock split and was down 49% from the beginning of 2020. It then experienced 143% recovery outpacing both the broader market and our peers. At year end, Stifel stock stood at $50.46 an increase of 25% in 2020. This year, our stock traded as high as $71.58 which is up over 40% from 2020 year end, reflecting both improved economic outlook and growing market to market recognition of our relative valuation. Looking back, if I predicted March of 2020 that people would have another record year, it would have been hard to believe. The pandemic was worsening and its economic effects were bumping our net interest advisory businesses, 2 of our expected 2020 growth drivers. However, people reacted quickly to the outbreak and its market impact, generating record results in our trading, capital raising and mortgage origination businesses that more than offset the decline experienced elsewhere in our business. As a result, it was a record year for the firm in both of our primary operating segments. In 2020, more than ever, our success depended on the diversification of our business model and the talent of our more than 8,500 associates. We successfully integrated 6 acquisitions from 2019, invested in technology, increased client access to investment opportunities, improved our service capabilities and built upon our recruiting success. Most impressively, a matter of days at the beginning of the pandemic, over 90% of our associates seamlessly transferred to remote access, allowing uninterrupted service to people clients. This transition, which also impacted 8 global trading venues, is a demonstration of our flexibility as an organization and culture of teamwork. Despite our record results, 2020 was a tumultuous and difficult year. While the year will be forever etched in history as the year of the pandemic, there was no simple way to summarize the pandemic. The story of 2020 is not a simple one. It's not just about COVID-nineteen. The year also witnessed social unrest, the wildfires in California, a heightened awareness for environmental, social and governance issues commonly referred to as DSG and an election that did more to divide than to unite our great country. Stifel's record results set against this backdrop of adversity, uncertainty and unrest is what is for me, difficult to contrast. As individuals, we've all been affected by the events of last year. It is a firm CFO has been resilient and in many ways we have thrived. I acknowledge that disparity and I recognize that part of the explanation is structural. Demand for our services taken collectively simply did not decline during the pandemic the way it did for many other businesses. Nonetheless, I believe this good portion is only a small part of the picture. Our resilience is primarily drawn from our culture, from the independence and entrepreneurship of all of our associates. Without their spirit, we would have been unable to navigate the uncertainty of this year. Looking at our business, both of our operating segments had outstanding year. Global Wealth Management achieved record revenue of $2,200,000,000 Within Global Wealth Management, our private client group now consists of nearly 2,300 financial advisors who serve clients of 392 offices across the country. We had a strong year for financial advisor recruiting, opening 16 new private client offices and adding 131 financial advisors from a variety of fronts. The success of this group emanates from the entrepreneurial character of each of our financial advisors. As always, our goal is to support them with the tools and resources they need to do what they do best, which is build strong relationships with clients to better define and meet our clients' financial goals. We achieved record results in Global Wealth Management despite the fact that our net interest income and sweep fee income declined by approximately $96,000,000 primarily due to low or 0 interest rate environment. Excluding this impact, our full year wealth management revenue increased 9%, driven by strong growth in our growth in asset management revenues, both of which reflects strong recruiting and marketing. As of the end of 2020, we managed approximately $357,000,000,000 in client assets, up 9% in 2019. Our assets under administration fee based assets were impacted by the sale of Ziegler Capital Management. Excluding the Ziegler sale, our fee based assets increased 22%. Stifel Bancorp ended the year with $18,900,000,000 in assets while maintaining a conservative risk profile. Stifel Bancorp's credit metrics remained solid with a non performing asset ratio of 0.07%, an improvement of 2 basis points from 2019. Our asset quality metrics compare very favorably with the overall market and reflect our conservative approach. Fermite assets totaled $26,600,000,000 and we ended the year with a Tier 1 leverage ratio of 11.9% and a risk based capital ratio of 20.2%. In other words, we were well capitalized. Our institutional business achieved record revenue of $1,600,000,000 up 30% in 2019. Investment banking revenues totaled 952,000,000 dollars a record in 2020. Capital raising revenue, also a record of $524,000,000 increased 42% from 2019, while advisory revenue was 428,000,000 dollars With respect to equity capital raising, we completed 40 Brooklyn IPOs and 71 Brooklyn follow on. We are also a market leader in special purpose acquisition company, STACK, advising on more than 20 transactions in 2020, including 10 IPOs, 2 PIKES and 13 e STACK engagements. On the advisory front, we completed 183 M and A strategic advisory assignments. In addition, we won the M and A Advisors Strategic Deal of the Year Award in the $50,000,000 to $100,000,000 category. Our KBW subsidiary posted another solid year despite the headwinds of 2020, advising on 3 of the top 5 largest U. S. Bank partners. KBW ranked number 1 in equity capital raising for regional community banks in 2020. In addition, we had a record year for debt capital raising for financial and ranked number 1 in debt and preferred capital raising for regional and community banks. In our fixed income business, our results continue to be driven by activity in our rates businesses, including municipal as well as an investment grade and high yield credit. We've also seen solid results from our non Houston businesses, which we have been investing in for the past few years. Stifel's debt capital raising is anchored by our public finance system, which is driven by both geographic and sector diversification. For the 11th consecutive year, people led the nation in a number of municipal negotiated transaction issues, serving as sole or senior manager for 929 transactions with a total par value of nearly $18,200,000,000 In addition, the late 2019 acquisition of the business of George K. Baum expanded its people's reach both in terms of geographic coverage and growing specialty practices. In equities, the closing of the acquisitions of MindFirst in Europe and GMP in Canada since rebranded Stifel Europe and Stifel Canada respectively. These yields in the Q4 of 2019 significantly bolstered our equity capabilities during 2020. We expect to see continued progress in our cross border flows in 2021. Finally underscoring our commitment to equity combined, Skifel and KBW remain one of the largest providers of research coverage in North America and Europe. Over the last several years, we've been driving digital transformation across Stifel, modernizing our client facing technology, professional systems, service offerings, core infrastructure security focus and even our organizational approach. Today, we're well into the journey and are seeing significant benefits. Starting from the most important lens, the client, we continue to enhance our Wealth Tracker platform. Wealth Tracker adoption accelerated last year as clients spent significant time digitally managing many aspects of their lives. Wealth Tracker has quickly become a central hub for client engagement as well as position to bridge and strengthen relationships between our financial advisers and their clients. We have a solid pipeline of features and benefits that will roll over the system with continued focus on financial organization, banking and wealth management functionality and other key system integration. Since we're excited about the future of WealthTrackor. Our digital transformation has also touched many essential systems that our wealth management professionals use every day. Tools for trading, portfolio management, workflow, compound boarding, financial planning, proposal generation, research performance reporting. Our vision is to integrate all of these systems into a best of breed solution that serves professionals who advise their well managed clients. Here are just a few examples of the technology initiatives through our digital transformation. We've embraced and successfully integrated new collaboration tools such as video conferencing and mobile communication. We offer seamless integration to MoneyGuidePro for financial planning and automatically integrates both custody and outside assets into client plans. Our partnership with DocuSign continues. We're working to streamline all of our workflows and integrating with DocuSign to deliver a great client experience and significantly reduce our paper footprint. We run the industry's leading performance reporting system in Adapar. The system allows our advisors to provide high cuts, fully customized experience, aggregating all their clients' investable assets to report on their full financial picture. We differentiate the firm through our unique partnership with ARPRAB, the industry's disruptor of the private market state. Simply, we are striving to democratize private company and thus. In 2021, we'll be rolling out Salesforce for our entire Wealth Management business. We envision Salesforce becoming a digital hub for our advisors and client service associates, providing for integrated connectivity to the full suite of systems that support our wealth management business. The platform is forward looking, mobile friendly and enables superb collaboration follow through. In a word, Salesforce will help our continued growth because it's being built by advisors for advisors. We're also driving technology changes in our institutional business. Stifel successfully launched a set of proprietary electronic trading tools that are now used by some of the large financial institutions in the world, always seeking to provide liquidity and the best execution prices available. Because we have moved early to develop stronger electronic trading capabilities, today we are able to innovate and we are even beginning to extend our trading reach to additional global markets. Looking forward, we are now making plans to do the same with our fixed income difference. Technology has always been at the heart of our industry. Today, the pace of change is faster than ever. New technologies supplant legacy capability, frankly overnight. For this reason, we are committed to staying in the forefront with an eye to changing quickly. This attitude allows us to learn, adapt and continuously move forward. Most importantly, when we do this, our clients, large and small individual, municipal or corporate can feel the difference. In 2020, we continue to make meaningful progress on ESG issues, important pillars that affect everyone, not only in business, but in everyday life. As we celebrate our 130th anniversary, a testament to sustainability, we understood our responsibility to provide a diverse and welcoming environment for our associates. We also recognize our duty to contribute to the sustainable economic development of the communities in which we operate and society as a whole. As people, we are committed to do our part to address the many challenges of ESG. Transparency is an important factor and we are examining approaches to expand our disclosure to better meet recognized frameworks such as those of the sustainable accounting standards for and the task force on climate related financial disclosure. Also, we believe we need to both act and increase transparency on issues such as diversity and inclusion, ethics and integrity, risk management and sustainable finance. I believe this incorporation of BSG into our business philosophy and policies is not only good for our business, but more importantly, the right thing to do. One of the few silver linings of the pandemic is that it spurred us to adopt new tools and technologies for the workplace. I'm impressed with the determination shown by our associates this year, using all their resources and quickly adopting new ones to overcome the myriad obstacles to doing business in the face of COVID-nineteen. That we were able to service clients and manage volatile markets even with most of our associates working remotely, underscores the dedication of our people, the comprehensiveness of our business continuity plan and the flexibility of our technology platform. To the people of Stifel, I say thank you. But now, even after the demonstrated success of remote work, we must plan for life after COVID-nineteen. There is no doubt in my mind about the importance of physically working together. The benefits are clear in training, collaborating, innovating, networking and more. It is simply the best way to continue to build our culture. As I speak today, our country is in the process of and I can see life returning to some normalcy, though not yet completely to pre pandemic conditions. For Stifel, this will include a return to our offices. Rest assured, I'm committed to ensuring that this occurs in a safe and fair manner. I would be remiss if I didn't discuss the impact of fiscal monetary policy. In the short term, the CARES Act combined with the additional stimulus from January, the American Rescue Plan Act of 2021 and the administration's proposed infrastructure bill together totaled nearly onethree of annual U. S. GDP. This stimulus, which frankly constitutes more level of spending, is 9 times larger than the Obama era American Recovery and Reinvestment Act of 2,009, coupled with very accommodative monetary policy. This level of government spending has, in my opinion, more than offset the negative drag in our economy resulting from the pandemic. So upon reflection, it should be little surprise that the market and the many asset classes have surged in value. On the other side of the ledger, credit spreads are historically compressed due to accommodative policy. Looking toward the back half of twenty twenty one, assuming effective vaccination, there's a high probability of excess demand people use their savings and stimulus to consume, combined with renewed business investment, this excess may lead to upward price pressures. So what is there to worry about? In my experience, when I'm told that certain risks are low and fees can't be managed, those are the risks that have the potential to be the most disruptive when the consensus is proven wrong. Today and frankly, the last decade, markets seem convinced that inflation goes with little risk and that we have sufficient tools to combat increasing inflation expectations when they arrive. Without doubt, the Fed can manage short term rates and adjust quantitative easing and it is publicly stated to tend to keep rates low, allowing inflation to run above stated goal of 2%. However, longer term treasury yields will adjust independently and have a greater effect on the equity market, especially on high growth stock. So as I always say, be cognizant of longer term yields as they relate to equity. As markets evolve, some things never change. As an example, take the strange saga of GameStop, which seems to represent one of the brand confounding collision of technology and culture. With the big idea of Amistad, the dwellers of Reddit's Wall Street best form has shown us the possibility of a strange demingling of social media and financial markets. Meanwhile, with free online trading apps at hand, anyone can join the speculation as easily as playing fantasy football. The optimism the optimist in me wants to see these trends mature to see them live up to the promise of democratizing investing while increasing general financial literacy. The realist in the fear is that we will see little more in the occasional spectrum flare up fueled by the savings of those who can afford at least. As speculative activity and freely available liquidity of surge, cryptocurrency such as Bitcoin have also sharply increased in price and have been very volatile. Speculous swings aside, their utility as a currency and as an investment vehicle varies around the world. Some countries, including China and India, place strict restrictions on their use, while others, like the United States, view each cryptocurrency transaction whether goods, services or in exchange for national currency as a taxable event. At the same time, Bitcoin mining consumes an ever larger proportion of global electricity, with one recent report stating that its electricity consumption equals that of Pakistan, which has a population of 216,000,000 people. At that level of inefficiency, it is unclear whether cryptocurrencies are suitable for ESG investment goals. Still, cryptocurrencies and especially blockchain are genuine financial innovation. They allow decentralized distributed entities to come to consensus about transactions and ownership in a way that was not possible before. It is not the novelty that is in question, but the scope of their usefulness and their general applicability as a currency and as an investment. In the meantime, while they are rapidly evolving and so fiercely competing with one another, their volatility must limit their portfolio suitability. Whether we're talking about the next Amazon, the trade offs of crypto or the latest scheme on social media, investors today face an astounding menu of investment opportunities and just as many potential pitfalls. In our business, we must decide how we will use technology to help people manage it all. First and foremost, I believe we have a responsibility not to use technology to inflame exuberance about new ideas. However glad we are to see a new generation's evolving perspective on Our goal is not to make it easier for them to pile into and rush out of speculative stock. Rather, technology can help people get organized, increase their access to advice and research and guide them in evaluating an ever growing monopoly of opportunity. At Stifel, we are investing in technology that helps people make sound decisions and lay stable foundation for the future, which means knowing when to say yes to a new idea and more importantly, when to say no. In conclusion, as I began, I want to emphasize the importance of our people and culture. When we look back on the trial that was 2020, our success will forever be a testament to the resiliency of our culture, the same culture and adapt to the independence that has seen us through the other great hardships of our 130 year history. Through the influenza pandemic of 1918, 2 World Wars, the Great Depression, the Great Recession and more, we continue to be successful not because we stand apart nor because we somehow are immune to the struggle of the nation as a whole. We are successful with the change and change without compromising our core values of independence and entrepreneurship. In fact, those values demand that we are always changing, always adapting and always evolving. That is why each of our associates has the power to think independently to raise issues to challenge the wisdom and follow status quo. This year has been a test of our ability to use that power not only to expand the crisis, but also look critically at our own biases and inequity. Our success thus far is nothing more than a call to continue this work alongside the rest of the nation into the next year. Finally, I would like to thank Jim Oates, who is retiring effective as of today for his nearly 3 decades of service as a Stifel Director. Jim was very instrumental in my decision to join Stifel 25 years ago. He has been a reliable, fair, thoughtful and at times appropriately critical voice. Jim has helped guide Stifel's incredible growth and has also been a partner and mentor. I and our shareholders will certainly miss his wisdom. As always, I want to thank our shareholders and clients for their support as well as our 8,500 associates. So with that, I will now ask the secretary to read any questions that have been asked of me or the representatives of Ernst and Young. Mr. Chairman, there were no questions. Thank you. I will now ask the Secretary to report on validating and to state whether any business is properly before this meeting. Mr. Chairman, each of the following has received the majority of votes cast to serve as a Director of the company for a 1 year term or until a successor has been duly elected and qualified. Adam Berlew, Kathleen Brown, Michael Brown, Robert Grady, Ronald Kruszewski, Daniel Luedeman, Maura Marcus, David Peacock, Thomas Weisel and Michael Zimmerman. The proposal contained in Item 2, which approves the advisory resolution on executive compensation, sometimes referred to as say on pay, has received the majority of votes cast and has been approved. The proposal contained in Item 3, the resolution ratifying the appointment of Ernst and Young as our independent registered public accounting firm for the year ending December 31, 2021, has received the majority of the votes cast and has been approved. Mr. Chairman, I'm aware of no other business properly before this meeting nor any reason why this meeting may not now be duly adjourned. That being so, I declare this meeting adjourned. Thank you.