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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 §240.14a-12

Cowen Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

☐

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

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May 27, 2022

Dear Fellow Stockholder:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Cowen Inc. to be held on June 23, 2022, at 10:00 a.m. Eastern Daylight Time. The Annual Meeting will be conducted online only, via live webcast.

The information regarding matters to be voted upon at the Annual Meeting is set out in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

It is important that your shares be represented at the Annual Meeting, regardless of the number of shares you hold or whether you plan to attend the virtual meeting. I urge you to read the accompanying proxy statement and vote your shares as soon as possible. The proxy card contains instructions on how to cast your vote.

2021 In Review

2021 was a stellar year for Cowen, with record revenues approaching $2 billion and our highest ever after-tax income. We generated 35% return on average common equity and grew Cowen’s book value to a record $36.57 per share by year-end. We returned a record $171 million in capital to shareholders through stock repurchases and buybacks and produced total annual shareholder return in 2021 of 41%. Long-term shareholders have also been rewarded for placing their trust in Cowen: Annualized three-year return through the end of 2021 was more than 40%, while annualized 5-year total shareholder return was nearly 20%.

Achieving record results for two consecutive years demonstrates not only the durability of our business but also our ability to capture opportunities and deliver for clients. Looking ahead, we will continue to leverage the strengths of our long-term client relationships, the strategic investments we have made, and our proven ability to adapt to market conditions as they evolve. As 2022 has unfolded, we have entered a more uncertain geopolitical and macroeconomic environment than we’ve seen in the last few years, and a challenging period for global equity markets. And Cowen is well prepared. Our firm has thoughtfully and intentionally transformed itself to perform throughout market cycles. We firmly believe the breadth of our businesses and the growth potential of the focused opportunities we are targeting position us well for the foreseeable future.

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Our Board of Directors has determined that the 2022 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to participate in the 2022 Annual Meeting, please see “Questions and Answers About the Annual Meeting and Voting” in the attached proxy statement.

PURPOSE

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To elect nine members to the Board of Directors of Cowen Inc., each for a one-year term.

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To conduct an advisory vote to approve the compensation of the named executive officers disclosed in the attached proxy statement (“say-on-pay” vote).

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To ratify the appointment of KPMG LLP as the independent registered public accounting firm for Cowen Inc. for the fiscal year ending December 31, 2022.

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To approve an increase in the shares available for issuance under the 2020 Equity Incentive Plan.

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To approve a charter amendment to permit requests for Special Meetings of Stockholders by holders of 25% of our issued and outstanding capital stock entitled to vote on the matters to be presented.

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To consider one stockholder proposal, if properly presented at the meeting (the “Stockholder Proposal”).

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To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

	DATE			Thursday, June 23, 2022
	TIME			10:00 AM ET

ACCESS

Our 2022 Annual Meeting of Stockholders can be accessed virtually at meetnow.global/M6QDYU7.

RECORD DATE

May 16, 2022

You are eligible to vote if you were a stockholder of record on this date.

INSPECTION OF LIST OF STOCKHOLDERS OF RECORD

A list of the stockholders of record as of May 16, 2022 will be available via a secure link that will be provided during the 2022 Annual Meeting. The link will provide a protected PDF version of the list of stockholders of record as of May 16, 2022.

By Order of the Board of Directors

OWEN S. LITTMAN

Secretary

May 27, 2022

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to Be Held on June 23, 2022. The Proxy Statement and Annual Report to stockholders are also available at www.cowen.com/annualreports.html

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PROPOSAL 1

ELECTION OF DIRECTORS

☑

The Board recommends a vote “FOR” the election of the director nominees

Jeffrey M. Solomon, Brett H. Barth, Katherine E. Dietze, Gregg A. Gonsalves, Steven Kotler, Lawrence E. Leibowitz, Margaret L. Poster and Douglas A. Rediker have been nominated for re-election to the Board to serve until our 2023 annual meeting of stockholders or until their successors are elected and qualified. Lorence Kim has been nominated for election to the Board to serve until our 2023 annual meeting of stockholders or until his successor is elected and qualified. Each of the nominees has agreed to serve as a director if elected. If, for any reason, any nominee becomes unable to serve before the annual meeting occurs, the persons named as proxies may vote your shares for a substitute nominee selected by our Board. If all director nominees are elected at our Annual Meeting, the Board will consist of nine directors.

KEY FACTS ABOUT OUR DIRECTOR NOMINEES

Cowen is committed to ensuring that is comprised of individuals that bring diverse backgrounds, experiences and perspectives.

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JEFFREY M. SOLOMON, 56

CHAIR AND CEO

Director Since: 2011

Other US-Listed Company Directorships

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Current: None

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Former (Past 5 Years): None

RELEVANT SKILLS

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Executive Leadership and Management

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Risk Oversight

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Corporate Strategy and Business Development

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Social Responsibility Oversight

As Chair and CEO, Mr. Solomon provides the Board with institutional knowledge of all aspects of Cowen’s businesses, in-depth knowledge of its business and affairs, management’s perspective on those matters and an avenue of communication between the Board and senior management.

CAREER HIGHLIGHTS

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Cowen Inc. (merged with Ramius in 2009)

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Chair (2019 – Present) and CEO (2017 – Present)

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Prior to his appointment as CEO, Mr. Solomon held the following positions at the Company:

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President

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CEO of Cowen and Company

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Chief Operating Officer

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Head of Investment Banking

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Co-Portfolio Manager, Ramius

OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT

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Vice Chair and an inaugural member, Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee which provides advice and recommendations on Commission rules, regulations and policy matters related to small businesses, including smaller public companies.

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Member, American Securities Association

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Member, Executive Committee, Partnership for NYC

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UJA Federation of New York

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Director

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Co-Chair, King David Society

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Director, Foundation for Jewish Camp

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Past Member, Committee on Capital Markets Regulation, an independent and nonpartisan 501(c)(3) research organization dedicated to improving the regulation of U.S. capital markets

EDUCATION

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Graduate of University of Pennsylvania

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	BRETT BARTH, 50 INDEPENDENT LEAD DIRECTOR Director Since: 2018 Cowen Committees • Compensation (Chair) • Nominating & Corporate Governance Other US-Listed Company Directorships • Golden Arrow Merger Corp. • Former (Past 5 Years): None	RELEVANT SKILLS • Financial Services • Executive Leadership and Management • Corporate Governance • Investment Management
Mr. Barth has extensive experience vetting investment opportunities across the asset class spectrum and through a range of market environments, working with both traditional and alternative investment managers. At BBR, Mr. Barth co-manages the firm and oversees the company’s investment approach and implementation. His professional background has provided him with extensive expertise in investment and wealth management.
CAREER HIGHLIGHTS • BBR Partners, private wealth management advisory firm (2000 – present) – Co-Founder and Co-CEO – Member, Executive Committee – Member, Investment Committee • Prior to BBR, Mr. Barth was a member of Goldman Sachs Equity Capital Markets Group in New York and Hong Kong
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT • Member of the Investment Advisory Counsel for Waycrosse, Inc., a premier multi-generational, single-family office based in Minneapolis, MN. • University of Pennsylvania – Trustee – Member, Board of Overseers of the Graduate School of Education – Past Chair, Penn Fund, undergraduate annual giving program – Past Inaugural Chair, Undergraduate Financial Aid Leadership Council • UJA-Federation of New York – Member, Board and Executive Committee – Co-chair, Annual Campaign – Member, endowment’s Investment Committee – Past recipient, Alan C. Greenberg Young Leadership Award
EDUCATION • Graduate of University of Pennsylvania

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	KATHERINE E. DIETZE, 64 INDEPENDENT DIRECTOR Director Since: 2011 Cowen Committees • Audit (Chair) Other US-Listed Company Directorships • Current: Matthews International • Former (Past 5 Years): Liberty Property Trust	RELEVANT SKILLS • Audit and Financial Expertise • Financial Services • Risk Oversight • Corporate Governance
Through her leadership roles at Credit Suisse First Boston as well as public company boards, Ms. Dietze gained significant experience and perspective in investment banking management and corporate governance. Ms. Dietze spent over 20 years in the financial services industry prior to her retirement in 2005.
CAREER HIGHLIGHTS • Credit Suisse First Boston – Global Chief Operating Officer, Investment Banking Division (2003 – 2005) – Managing Director, Telecommunications Group (1996 – 2003) • Ms. Dietze formerly held the following positions: – Co-Head, Telecommunications, Investment Banking, Solomon Brothers – Director and Audit Chair, LaBranche (acquired by Cowen in 2011)
EDUCATION • Graduate of Brown University • MBA, Columbia Graduate School of Business

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	GREGG A. GONSALVES, 54 INDEPENDENT DIRECTOR Director Since: 2020 Cowen Committees • Audit • Nominating & Corporate Governance Other US-Listed Company Directorships • Current: Cedar Realty Trust (Chair) • Former (Past 5 Years): None	RELEVANT SKILLS • Audit and Financial Expertise • Financial Services • Social Responsibility Oversight • Corporate Governance
Mr. Gonsalves’ professional background has provided him with extensive experience in investment banking and real estate. His service on the board of directors of other public companies and not-for-profit entities, including his role as Chair of The Jackie Robinson Foundation, has provided him expertise and insight into matters such as corporate governance, social responsibility oversight and strategy.
CAREER HIGHLIGHTS • Advisory Partner, Integrated Capital, a leading, hotel-focused, private real estate advisory and investment firm (2013 – present) • Mr. Gonsalves formerly held the following positions at Goldman Sachs: – Partner, Real Estate Mergers & Acquisitions – Partner, Industrial Group – Various positions within investment banking, mergers and acquisitions
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT • Chairman, The Jackie Robinson Foundation • Chairman, Cedar Realty Trust, a publicly traded retail REIT • Director, RREEF America REIT II, a private, open-end core real estate fund • Director, POP Tracker LLC, a private company focused on providing proof of performance to the out-of-home advertising industry
EDUCATION • Graduate of Columbia University • MBA, Harvard Business School

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	LORENCE H. KIM M.D., 48 INDEPENDENT DIRECTOR Director Since: Appointed by the Board of Directors in February 2022 Other US-Listed Company Directorships • Former (Past 5 Years): Seres Therapeutics, Inc.	RELEVANT SKILLS • Biotechnology Expertise • Corporate Finance • Financial Expertise • Financial Services • Social Responsibility Oversight
Dr. Kim’s professional background has provided him with extensive experience in investment banking and biotechnology finance. His experience as CFO of Moderna, Inc., his service on the board of directors of other public companies and as a member of the Board of Governors of the American Red Cross, has provided him expertise and insight into matters such as biotechnology corporate finance, oversight, and strategy.
CAREER HIGHLIGHTS • Venture Partner, Third Rock Ventures (2020 – present) • Moderna, Inc., Chief Financial Officer (2014-2020) • From July 2000 through April 2014 Dr. Kim held a number of positions at Goldman Sachs, most recently as a Managing Director and Co-Head of Biotechnology Investment Banking
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT • Board of Governors, American Red Cross • Director, Flare Therapeutics, a biotechnology company targeting transcription factors to discover precision medicines for cancer and other diseases • Director, Abata Therapeutics, a company focused on translating the biology of regulatory T cells (Tregs) into transformational medicines for patients living with severe autoimmune and inflammatory diseases
EDUCATION • Graduate of Harvard University • MBA, Wharton School of the University of Pennsylvania • M.D. University of Pennsylvania School of Medicine

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	STEVEN KOTLER, 75 INDEPENDENT DIRECTOR Director Since: 2010* Cowen Committees • Audit • Nominating & Corporate Governance (Chair) Other US-Listed Company Directorships • Current: None • Former (Past 5 Years): None	RELEVANT SKILLS • Audit and Financial Expertise • Corporate Governance • Financial Services • Executive Leadership and Management
Through his leadership positions at Gilbert Global, Mr. Kotler gained extensive experience in leading an international financial institution and expertise in private equity.
CAREER HIGHLIGHTS • Vice Chair, Gilbert Global Equity Partners, a private equity firm (2000 – present) • Mr. Kotler formerly held the following positions at Schroder & Co. (predecessor firm, Wertheim & Co.) – President & Chief Executive Officer • Group Managing Director – Global Head of Investment and Merchant Banking
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT • Director, CPM Holdings, international agricultural process equipment company (private) • Co-Chair, Birch Grove Capital, an asset management firm • Member, Council on Foreign Relations • Former Council President, The Woodrow Wilson International Center for Scholars (1999 – 2002) • Former Governor, American Stock Exchange • Former Member, The New York City Partnership • Former Member, Infrastructure and Housing Task Force, Chamber of Commerce • Former Board of Trustee, Columbia Preparatory School • Former Board of Overseers, California Institute of the Arts.
EDUCATION • Graduate of City College of New York

Previously served as a director of Cowen Holdings from September 2006 until June 2007

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	LAWRENCE E. LEIBOWITZ, 62 INDEPENDENT DIRECTOR Director Since: 2018 Cowen Committees • Compensation Other US-Listed Company Directorships • Current: None • Former (Past 5 Years): None	RELEVANT SKILLS • Financial Services • Private Equity • Technology • Executive Leadership and Management
Mr. Leibowitz is an experienced finance and technology entrepreneur who specializes in business transformation and capital markets. Combined with his past service on the board of directors of other public companies and current service on the board of directors of private companies, Mr. Leibowitz provides extensive capital markets knowledge, including trading microstructure, regulation, asset management and quantitative methods.
CAREER HIGHLIGHTS • NYSE Euronext – Former Member of the Board of Directors and Chief Operating Officer (2010 – 2013) – Head of Global Equities Markets • Mr. Leibowitz formerly held the following positions – Chief Operating Officer, Americas Equities, UBS – Co-head, Schwab Soundview Capital Markets – CEO, Redibook – Founding Partner, Bunker Capital – Managing Director and Head of Quantitative Trading and Equities Technology, CS First Boston
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT • Vice Chairman, XCHG Xpansiv, an intelligent commodities exchange focusing on renewable energy products (private) • Director, various other private companies in the data management and digital law businesses • Director, Giving Compass, a non-profit technology platform which helps charitable givers and philanthropists find resources and information to guide their efforts
EDUCATION • Graduate of Princeton University

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	MARGARET L. POSTER, 70 INDEPENDENT DIRECTOR Director Since: 2019 Cowen Committees • Audit • Compensation • Nominating & Corporate Governance Other US-Listed Company Directorships • Current: None • Former (Past 5 Years): None	RELEVANT SKILLS • Audit Committee Financial Expert • Risk Oversight • Corporate Strategy • Corporate Governance
Ms. Poster’s professional background, including her leadership role at Willkie Farr & Gallagher LLP, has provided her with significant experience and insight in risk management, strategic planning and operations, human capital and talent development and financial reporting.
CAREER HIGHLIGHTS • Chief Operating Officer, Willkie Farr & Gallagher LLP (1991 – 2018) • Prior to Willkie, Farr & Gallagher LLP, Ms. Poster held the following positions – President of Workbench, Inc – Chief Financial Officer, Barnes & Noble Bookstores Inc. – Chief Financial Officer, Jewelry & Sporting Good Division at W.R. Grace & Co.
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT • Executive Managing Director, co-Lead Legal Sector Advisory Group, Cushman & Wakefield • Former Director, Generation Citizen • Former Trustee, Blythdale Childrens’ Hospital
EDUCATION • Graduate of University of Vermont • MBA, Harvard Business School • Certified Public Accountant

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	DOUGLAS A. REDIKER, 62 INDEPENDENT DIRECTOR Director Since: 2015 Cowen Committees • Compensation Other US-Listed Company Directorships • Current: None • Former (Past 5 Years): None	RELEVANT SKILLS • Global Business and Operations • Financial Markets • Corporate Governance • Executive Leadership and Management
Mr. Rediker has extensive experience on global macro matters such as global finance, sovereign wealth funds and other issues surrounding the relationship between international economic policy, financial markets, global capital flows and foreign policy. His professional background has provided him with extensive expertise and insight in capital markets, the economy and global governance.
CAREER HIGHLIGHTS • Founder and Executive Chairman, International Capital Strategies, LLC, a policy and markets advisory boutique (2012 – present) • Mr. Rediker formerly held the following positions: – Member of the Executive Board of the International Monetary Fund, representing the United States – Senior investment banker and private equity investor at Salomon Brothers, Merrill Lynch and Lehman Brothers – Attorney with Skadden Arps in New York and Washington, D.C.
OTHER EXPERIENCE AND COMMUNITY INVOLVEMENT • Non-Resident Senior Fellow, The Brookings Institution • Member, World Economic Forum (WEF) Global Future Council on Geopolitics • Member, US Council on Foreign Relations • Former Member, Executive Board, International Monetary Fund • Former Visiting Fellow, Peterson Institute for International Economics • Former Senior Fellow and Director, global Strategic Finance Initiative, New America Foundation
EDUCATION • Graduate of Vassar College • JD, Fordham University School of Law • Harvard Kennedy School

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JEFFREY M.
SOLOMON

BRETT H.
BARTH

KATHERINE E.
DIETZE

GREGG A.
GONSALVES

LORENCE H.
KIM, M.D.

STEVEN
KOTLER

LAWRENCE E.
LEIBOWITZ

MARGARET L.
POSTER

DOUGLAS A.
REDIKER

KEY SKILLS

Audit & Financial Expertise

•

Corporate Strategy & Business Development

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Corporate Governance / Ethics

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Executive Leadership & Management

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Financial Services

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Global Business & Operations

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Investment Banking

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Investment Management

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Talent Development / Compensation

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Institutional Markets

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Risk Oversight

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Social Responsibility

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Sustainability/ESG

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Technology

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KEY EXPERIENCES

CEO, President or COO

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CFO or Other Financial Expert

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Private Company Management & Governance

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Public Company Management & Governance

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Non-Profit

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DEMOGRAPHICS

Gender

Male

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Female

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Race / Ethnicity

African American / Black

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Asian / Pacific Islander

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Hispanic / LatinX

Native American

White / Caucasian

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Other

Age

At May 16, 2022

		BOARD TENURE
		Years on Board						11							4							11							2							0							12							4							3							7

		OTHER PUBLIC COMPANY BOARDS
		Number of Public Boards						0							1							1							1							0							0							0							0							0

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CORPORATE GOVERNANCE HIGHLIGHTS AND PRACTICES

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Our Lead Director is appointed annually upon the recommendation of the Nominating and Corporate Governance Committee

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The Board and each standing committee of the Board meet in Executive Session at each quarterly meeting

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We have increased Board diversity over the past three years

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The Compensation Committee receives guidance and recommendations from an Independent Compensation Consultant

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The Nominating and Corporate Governance Committee is updated on a quarterly basis on the Company’s ESG strategy and business initiatives

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The Board and each Committee conduct an annual self-evaluation

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Our Lead Director, who is also the Chair of the Compensation Committee, participates in shareholder engagement along with members of the Company’s senior management.

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The members of the Board are subject to stock ownership guidelines.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our Board believes that good corporate governance is important to ensure that Cowen Inc. is managed for the long-term benefit of its stockholders. This section describes key corporate governance guidelines and practices that our Board has adopted. Complete copies of our Corporate Governance Guidelines, the charters of our Audit, Compensation, Nominating and Corporate Governance Committees and our Code of Ethics and Business Conduct are available on the investor relations section of our website, www.cowen.com. Alternatively, you can request a copy of these documents by writing to Cowen Inc., Attn: Secretary, 599 Lexington Avenue, New York, NY, 10022.

CORPORATE GOVERNANCE GUIDELINES

Our Board has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. These guidelines, which provide a framework for the conduct of the Board’s business, provide that:

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the Board’s goal is to oversee and direct management in building long-term value for the Company’s stockholders;

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a majority of the members of the Board shall be independent directors;

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the independent directors shall meet regularly in executive session;

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directors have access to management and, as appropriate, to the Company’s outside advisors;

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our Chief Financial Officer, our Chief Operating Officer and our General Counsel attend all scheduled Board meetings as do the heads of the Company’s business lines, which is critical to the Company’s succession planning;

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the Board regularly reviews with management the Company’s financial performance, strategy and business plans;

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both our directors and our executive officers are required to own a minimum amount of Company common stock;

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new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and

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at least annually, the Board and its committees conduct self-evaluations to determine whether it and they are functioning effectively.

DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines require that a majority of the Board be composed of directors who meet the independence criteria establish by NASDAQ Stock Market, Inc. Marketplace Rules. Under applicable NASDAQ Stock Market rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making its determination, the Board considers all relevant facts and circumstances, both with respect to the director and with respect to any persons or organizations with which the director has an affiliation, including immediate family members.

Our Board has determined that neither Ms. Dietze nor Ms. Poster, nor Messrs. Barth, Gonsalves, Kim, Kotler, Leibowitz or Rediker currently has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 4200(a)(15) of the NASDAQ Stock Market, Inc. Marketplace Rules.

Mr. Solomon cannot be considered an independent director under NASDAQ Stock Market rules because Mr. Solomon serves as our Chief Executive Officer. Therefore, the Board has determined that eight of our nine director nominees are independent.

BOARD LEADERSHIP STRUCTURE

Mr. Solomon serves in the combined roles of Chair and Chief Executive Officer. We believe that Mr. Solomon’s combined service as Chair and Chief Executive Officer provides the Company with (i) a unified strategic and operating focus, (ii) the benefit of clarity in the management structure of the organization, and (iii) consistency of communications to stockholders, customers, regulators and other constituencies. This structure also best assures that the leader of the organization is closely connected with both the Company’s senior level managers and the Board and is therefore better able to appreciate and balance the perspectives of both groups. To establish a liaison between the non-management directors and the Chair and Chief Executive Officer and thus facilitate effective communication between them, as well as to facilitate the deliberations of the non-management directors in executive session, the Board also appoints a lead director who is independent. This position is currently held by Mr. Barth. As lead director, Mr. Barth:

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presides over all meetings of the Board at which the Chair is not present;

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provides oversight and advice to the Chief Executive Officer regarding corporate strategy;

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conducts performance appraisals of the Chief Executive Officer (together with the Compensation Committee);

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reviews Board meeting schedules and agendas to ensure that appropriate matters are covered and that there is sufficient time for discussion of all agenda items;

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presides at executive sessions of the Board;

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serves as a liaison between the Chair and the independent directors;

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recommends to the Chief Executive Officer the retention of consultants who report directly to the Board;

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approves information sent to the Board and requests additional information, as required; and

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•

is primarily responsible, subject to advice and assistance from the General Counsel, for monitoring communications from stockholders and other interested parties and providing copies or summaries of such communications to the other directors as he deems appropriate.

DIRECTOR STOCK OWNERSHIP GUIDELINES

The Company adopted stock ownership guidelines in 2013 that require directors to hold Company stock or restricted stock units, or RSUs, that have a value equal to at least three times the amount of annual fees paid to non-employee directors (excluding committee chair fees) within the later of the adoption of the policy or five years of being appointed to the Board. All of our directors are in compliance with these ownership guidelines. Ms. Poster, who was appointed to the Board in 2019 and Mr. Gonsalves, who was appointed to the Board in 2020 have two years and three years, respectively, in which to acquire Company stock or RSUs to meet the ownership requirements.

THE BOARD’S ROLE IN RISK OVERSIGHT

It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. The Board has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company and reviews the Company’s enterprise risk management. Our Board’s oversight of our risk management processes is effected primarily through our Audit Committee. Our Audit Committee meets with senior executives responsible for risk oversight on a quarterly basis to review and discuss the material risks facing the Company, including operational, market, credit, liquidity, legal and regulatory risks, and to assess whether management has reasonable controls in place to address these risks. The Audit Committee is also responsible for ensuring that management has established processes and an enterprise risk management framework and governance structures designed to identify, bring to the Board’s and/or the Audit Committee’s attention, and appropriately manage, monitor, control and report exposures to the major risks affecting Cowen. In addition to the Audit Committee, the Compensation Committee separately reviews and discusses with management whether our compensation arrangements are consistent with effective controls and sound risk management. The Board evaluates the Company’s risk profile on a quarterly basis.

BOARD AND COMMITTEE OVERSIGHT OF CERTAIN KEY RISKS

Technology and Cyber-Risk Oversight

Our Board is briefed on firm-wide technology and cybersecurity risk management and the overall technology and cybersecurity environment by management and through updates from the Audit Committee on their in-depth Committee-level reviews on a quarterly basis.

The Board coordinates with the Audit Committee to ensure active Board- and Committee-level oversight of the Company’s technology and cyber risk profile, technology and cyber strategies, and information security initiatives. The Audit Committee reviews technology and cyber risks, as well as the Company’s risk mitigation processes and internal control procedures to protect sensitive business information, and receives regular reports from the Head of Risk, Chief Financial Officer and the Chief Operating Officer on the Company’s technology and cybersecurity programs.

COVID-19 Oversight

During 2021, the Board and the Audit Committee dedicated significant time and attention to overseeing the Company’s management of key risks related to the COVID-19 pandemic, receiving frequent updates at both the Board and Committee level from the CEO, the head of Human Resources and other senior leaders on the Company’s pandemic response and framework for the management and mitigation of related key risks across the business.

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The CEO, Chief Operating Officer, Chief Financial Officer, Head of Internal Audit and General Counsel, as well as other members of the Company’s Management Committee, presented regular and in-depth reviews of the Company’s assessment of key risks and approach to pandemic risk management to the Board and Audit Committee. Through these updates, the Board and Audit Committee reviewed and discussed a broad range of topics with management, including: measures to protect the health, wellness and safety of the Company’s employees and return to office planning; the impact of the transition to a work-from-home model on technology, cybersecurity, operations, regulatory compliance and business continuity planning; strategies to ensure continued delivery of products and services and execution of the Company’s long-term strategy; and financial scenario planning for managing the Company’s balance sheet and liquidity.

By exercising ongoing oversight and providing advice on the Company’s pandemic response and business continuity planning, the Board and the Audit Committee helped support management’s development of a strategy to mitigate the immediate and potential long-term impacts of COVID-19, protect the health, wellness and safety of the Company’s employees and continue to execute on strategic initiatives to deliver value to stockholders.

ESG Oversight

The Board views oversight and effective management of environmental, social and governance, or ESG, related risks and opportunities as essential to the Company’s ability to execute its strategy and achieve long-term sustainable growth. The Nominating and Corporate Governance Committee oversees the implementation of the Company’s ESG initiatives. The Nominating and Corporate Governance Committee receives quarterly updates on a variety of ESG topics, including sustainability and governance-related matters. The Board also receives quarterly updates on the Company’s ESG products and offerings.

In addition to oversight by the Board, the Board coordinates with each Board Committee to ensure active and ongoing Committee-level oversight of the Company’s management of ESG related risks and opportunities.

At the Management Level, our Chief Operating Officer, General Counsel, Head of Research and Head of Human Resources comprise the Company’s ESG Committee, with responsibility for the oversight of the Company’s overall ESG strategy.

Human Capital Management Oversight

The Board views effective human capital management as critical to the Company’s ability to execute its strategy.

As a result, the Board is updated on a quarterly basis by the CEO, Head of Human Resources, Head of Inclusion and Diversity and other members of senior leadership on a broad range of human capital management topics, including culture, talent and performance management, inclusion and diversity, compensation and benefits, workplace health and safety, and employee engagement and retention.

At the management level, our Head of Human Resources, who is a member of the Company’s Management Committee, is responsible for leading the development and execution of the Company’s human capital management strategy, working together with other senior leaders across the Company. Among other things, this includes promoting an inclusive and performance-driven workplace culture; managing the Company’s initiatives to attract, recruit, develop and retain the high-quality talent needed to ensure the Company is equipped with the right skill sets and intellectual capital to deliver on current and future business needs; and overseeing the design of the Company’s compensation, benefits and wellness programs. In connection with these responsibilities, the Head of Human Resources also partners with our Inclusion and Diversity team on the development and execution of the Company’s diversity, equity and inclusion roadmap and works closely with the CEO on the development of the talent succession pipeline for the Company’s senior officers.

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RISK ASSESSMENT OF COMPENSATION POLICIES AND PRACTICES

At least annually, the Compensation Committee oversees a risk review of the various components of our compensation program. In 2021, the Committee and determined that the Company’s compensation plans, programs and policies do not encourage excessive risk taking and are not reasonably likely to have a material adverse effect on the Company.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) PRACTICES

The Company views ESG practices as essential components of Company performance and the successful implementation of our Outperform strategy. As a result, ESG considerations inform our governance mechanisms for effective Board oversight and impact how we manage our businesses on a day to day basis and over the longer term.

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Company ESG Leadership

Our ESG leadership structure at the Board and management levels reflects our focus on ESG issues and commitment to provide value to our stockholders. Our inclusion and diversity functions are managed by our Head of Inclusion and Diversity and her team. The Head of Inclusion and Diversity updates the Board regarding the Company’s inclusion and diversity efforts and activities on a quarterly basis. The Company’s Chief of Staff, and members of the Management Committee, manage the Company’s ESG reporting and regularly update the Board and Nominating and Corporate Governance Committee on our strategy, activities and progress.

Sustainability

Sustainability is a core value of the Company. Through Cowen Sustainable Investments, the Company has partnered with a team with decades of experience in cross-asset sustainability-focused investments.

Our ESG efforts are integrated across our research franchise and allow us to provide an end-to-end, collaborative approach with unique, alpha-generating perspectives for clients. This leadership effort is being recognized by industry experts and academia. Cowen was recently named winner of the “Best ESG Research” category at the ESG Investing Awards 2022, the world’s leading awards celebrating excellence in ESG research, ratings, funds and products.

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In addition, Cowen Investment Management now requires that all Cowen-branded investment strategies integrate ESG factors into their individual investment process.

Inclusion and Diversity

At Cowen, inclusion and diversity are catalysts for success and innovation in everything we do. The Board seeks diversity in viewpoint and experiences in its membership. Since 2019, the three new members added to our Board of nine are diversity candidates. At the management level, our ability to attract and retain a diverse and inclusive workforce is critical to our long-term strategy, driving business growth and innovation and empowering our people to achieve their full potential. The Company established a business team dedicated to inclusion and diversity in 2021. The Head of Inclusion and Diversity updates the Board at each quarterly meeting regarding the Company’s diversity initiatives. The Company has a network of business resource groups that focus on Black, LGBTQ+, LatinX, Asian,Women and Volunteering communities. These employee-led communities offer learning and development opportunities for members, support the Company’s recruiting efforts and provide opportunities for colleagues to foster cross-collaboration and partnerships across business units.

BOARD MEETINGS AND ATTENDANCE

Our Board met eleven times from January 1, 2021 through December 31, 2021. Each director attended at least 85% of the aggregate number of Board meetings and the number of meetings held by all committees on which he or she then served.

DIRECTOR ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS

Our Corporate Governance Guidelines provide that directors are invited and encouraged to attend the annual meeting of stockholders. Two of our directors attended the 2021 virtual annual meeting of stockholders.

COMMITTEES OF THE BOARD

Our Board has established three standing committees — Audit, Compensation, and Nominating and Corporate Governance — each of which operates under a charter that has been approved by our Board. Current copies of each committee’s charter are posted on the investor relations section of our website, www.cowen.com. Alternatively, you can request a copy of these documents by writing to Cowen Inc., Attn: Secretary, 599 Lexington Avenue, New York, NY, 10022.

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2021 BOARD COMMITTEES’ MEMBERSHIP

NAME

Audit

Nominating and
Corporate Governance

Compensation

BRETT H. BARTH
INDEPENDENT LEAD DIRECTOR

•

KATHERINE E. DIETZE
INDEPENDENT

•

GREGG GONSALVES
INDEPENDENT

•

STEVEN KOTLER
INDEPENDENT

•

LAWRENCE E. LEIBOWITZ
INDEPENDENT

•

MARGARET POSTER
INDEPENDENT
FINANCIAL EXPERT

•

DOUG REDIKER
INDEPENDENT

•

Committee member

•

Committee chair

Audit Committee

The Audit Committee’s responsibilities include:

•

being directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;

•

reviewing the performance of the independent registered public accounting firm and making the decision to replace or terminate the independent registered public accounting firm or the lead partner;

•

evaluating the independence of the registered public accounting firm;

•

reviewing and discussing with management and the independent registered public accounting firm and the head of the Company’s internal audit department all critical accounting policies and practices;

•

reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures;

•

discussing our risk management policies;

•

reviewing and discussing with the independent registered public accounting firm the results of the year-end audit of the Company;

•

establishing and implementing policies and procedures for the Audit Committee’s review and approval or disapproval of proposed related party transactions; and

•

preparing the audit committee report required by SEC rules, which is included on page 56 of this proxy statement.

Our Audit Committee met five times from January 1, 2021 through December 31, 2021. Our Board has determined that Ms. Poster is an “audit committee financial expert” as defined by applicable SEC rules.

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Compensation Committee

The Compensation Committee’s responsibilities include:

•

annually reviewing the goals and objectives of the Company’s executive compensation plans;

•

annually reviewing the Company’s executive compensation plans in light of the Company’s goals and objectives;

•

annually evaluating the Chief Executive Officer’s and other executive officers’ performance and determining and approving the Chief Executive Officer’s and other executive officers’ compensation levels based on such evaluation;

•

overseeing and administering our equity and incentive compensation plans, with the oversight of the full Board;

•

reviewing executive and employee compensation plans from a risk perspective to help ensure that compensation arrangements do not encourage excessive risk taking;

•

annually reviewing the compensation process of the Company’s equity research personnel to ensure compliance with applicable laws, rules and regulations;

•

reviewing and discussing annually with management our “Compensation Discussion and Analysis,” which begins on page 26 of this proxy statement; and

•

preparing the Compensation Committee report required by SEC rules, which begins on page 43 of this proxy statement.

The processes and procedures followed by our Compensation Committee in considering and determining executive compensation are described below in the “Compensation Discussion and Analysis” section beginning on page 26 of this proxy statement.

Our Compensation Committee met seven times from January 1, 2021 through December 31, 2021.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee’s responsibilities include:

•

assisting in identifying, recruiting and interviewing director candidates, including persons suggested by stockholders;

•

reviewing the background and qualifications of individuals being considered as director candidates;

•

recommending to the Board the director nominees for election;

•

annually reviewing with the Board the composition of the Board as a whole;

•

recommending to the Board the size and composition of each standing committee of the Board;

•

annually reviewing committee assignments and the policy with respect to the rotation of committee memberships and/or chairpersonships;

•

overseeing the Company’s ESG strategy and business initiatives

•

making recommendations on the frequency and structure of Board meetings;

•

monitoring the functioning of the committees of the Board;

•

approving annual Board compensation;

•

annually reviewing the Corporate Governance Guidelines and recommending any changes to the Board; and

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•

overseeing the self-evaluation of the Board as a whole and the self-evaluation of each Board committee.

The processes and procedures followed by the Nominating and Corporate Governance Committee in identifying and evaluating director candidates are described below under the heading “Director Nomination Process” on page 22 of this proxy statement.

Our Nominating and Corporate Governance Committee met four times from January 1, 2021 through December 31, 2021.

Our Board has determined that all of the members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent as defined under the rules of the NASDAQ Stock Market, and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, or the Exchange Act, as applicable.

EXECUTIVE AND DIRECTOR COMPENSATION PROCESSES

For a discussion of our process relating to named executive officer compensation, please see “Compensation Discussion and Analysis” included elsewhere in this proxy statement.

The Nominating and Corporate Governance Committee is responsible for periodically reviewing the level and form of compensation of our non-employee directors, including how such compensation compares to director compensation of companies of comparable size, industry and complexity, and for making recommendations to the Board with respect to such compensation. For a description of the annual compensation paid to each non-employee director, please see “Compensation Program for Non-Employee Directors” below.

The Board has delegated to a New Hire Retention Award Committee limited authority to grant equity awards under our existing equity compensation plans. Mr. Solomon was the sole member of the New Hire Retention Award Committee in 2021. The New Hire Retention Award Committee may only grant equity awards in connection with the hiring of new employees, the retention of existing employees and in connection with significant promotions. The New Hire Retention Award Committee may not grant or modify awards to named executive officers or certain other senior employees. Subject to aggregate and individual share limitations established by the Board, the New Hire Retention Award Committee has the authority to determine the recipient of the award as well as the type and amount of the award.

DIRECTOR NOMINATION PROCESS

The process to be followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board. In addition, our bylaws contain provisions for stockholders to recommend persons for nomination as a director and, subject to certain conditions, to nominate director candidates for inclusion in our proxy statement, as set forth in this proxy statement under “Stockholder Proposals for the 2023 Annual Meeting.”

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, our Nominating and Corporate Governance Committee will apply the criteria set forth in the Nominating and Corporate Governance Committee’s charter and in our Corporate Governance Guidelines. These criteria include the candidate’s experience, knowledge or skills useful to the oversight of the Company’s business, and the nominee’s reputation for honesty and ethical conduct in his or her personal and professional activities, including specific business and financial expertise currently desired on the Board, experience as a director of a public company, geography, age, gender and ethnic diversity. Additional factors which the Committee may consider include time availability in light of other commitments, potential conflicts of interest, material

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relationships with the Company and independence from management and the Company. The Nominating and Corporate Governance Committee will not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. While neither the Board nor the Nominating and Corporate Governance Committee as a specific diversity policy relating to the composition of the Board, our Board believes that the backgrounds and qualifications of its Directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities. Our Corporate Governance Guidelines require that if there is a significant change in a Director’s primary job responsibilities, that director must notify the Board and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may recommend to the Board that the director tender his or her resignation. In addition, our Corporate Governance Guidelines require that upon attaining the age of 80 years, and annually thereafter, a director is required to notify the Nominating and Corporate Governance Committee that he or she is willing to not stand for re-election at the immediately succeeding Annual Meeting of Stockholders. The Nominating and Corporate Governance Committee will review the director’s continuation on the Board, in light of all the circumstances, and, at its meeting to determine nominees for election to the Board, the Nominating and Corporate Governance Committee will determine whether such director should be nominated to stand for re-election at the Company’s immediately succeeding Annual Meeting.

PROCEDURES FOR CONTACTING THE BOARD OF DIRECTORS

Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Lead Director, with the assistance of our General Counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the General Counsel considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to our Board should address such communications to the Board of Directors, c/o Secretary, Cowen Inc., 599 Lexington Avenue, New York, NY, 10022.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the code on our website, www.cowen.com. In addition, we intend to post on our website all disclosures that are required by law or NASDAQ Stock Market listing standards concerning any amendments to, or waivers from, any provision of the code. You may also request a copy of the code by writing to Cowen Inc., Attn: Secretary, 599 Lexington Avenue, New York, NY 10022.

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Director Compensation Table

The following table sets forth compensation information for our non-employee directors for the year ended December 31, 2021.

Director	Fees Earned Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)(2)		Total
Brett H. Barth		162,500		162,500		5,921		330,921
Katherine E. Dietze		142,500		142,500		—		285,000
Gregg A. Gonsalves		125,000		125,000		—		250,000
Steven Kotler		135,000		135,000		—		270,000
Lawrence E. Leibowitz		62,500		187,500		—		250,000
Margaret L. Poster		125,000		125,000		2,193		252,193
Douglas A. Rediker(3)		—		250,000		—		250,000

(1)

Represents the aggregate grant date fair value calculated in accordance with generally accepted accounting principles, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. For information on the valuation assumptions with respect to awards made, refer to the Company’s Share-Based Compensation and Employee Ownership Plans Note in its financial statements included in its Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 1, 2022. As of December 31, 2021, all outstanding stock awards held by our directors are fully vested.

(2)

Represents dividend equivalents paid on delivered RSUs.

(3)

In 2021, Mr. Rediker elected to receive 100% of their director compensation in RSUs. Please see “Narrative Disclosure Relating to Director Compensation Table” below for additional information regarding non-employee director compensation in 2021.

NARRATIVE DISCLOSURE RELATING TO DIRECTOR COMPENSATION TABLE

In 2021, each of our non-employee directors received annual compensation of $250,000. Mr. Barth, the Company’s Lead Director, received additional compensation of $50,000. Ms. Dietze, the Chair of the Audit Committee received additional compensation of $35,000 per annum. Mr. Barth, the Chair of the Compensation Committee, received additional compensation of $25,000 per annum, and Mr. Kotler, the Chair of the Nominating and Corporate Governance Committee received additional compensation of $20,000 per annum. For 2021, a minimum of 50% of a director’s compensation was paid in the form of RSUs. In addition, each director was entitled to elect to receive any amount in excess of 50% of 2021 compensation in the form of RSUs. The RSUs were valued using the volume-weighted average price for the 30-day period prior to our 2021 annual meeting of stockholders. RSUs are vested and not subject to forfeiture; however, except in the event of death, the underlying shares of Class A common stock will not be delivered to the holder for at least one year from the date of grant. Beginning in 2021, cash dividend equivalent payments are converted to additional RSUs and will be delivered to each Director upon the delivery of the underlying shares of Class A common stock. These equity awards are intended to further align the interests of our directors with those of our stockholders. Directors who also are employed as executive officers of the Company receive no additional compensation for their service as a director.

EXECUTIVE OFFICERS OF THE COMPANY

Biographies of the current executive officers of the Company are set forth below, excluding Mr. Solomon’s biography, which is included under “Directors of the Company” above. Each executive officer serves at the discretion of the Board.

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JOHN HOLMES. Age 58. Mr. Holmes serves as Chief Operating Officer and serves as a member of the Management Committee of Cowen. Mr. Holmes previously served as the Company’s Chief Administrative Officer and was appointed an executive officer in May 2013. Mr. Holmes was the Head of Technology and Operations at Cowen following the merger between Cowen and Company and Cowen Investment Management (formerly Ramius). Mr. Holmes joined Cowen Investment Management in June 2006 as Global Head of Operations. Prior to joining Cowen Investment Management, Mr. Holmes was Global Head of the Equity Product Team at Bank of America Securities. Mr. Holmes has also held senior operations management positions at Deutsche Bank, Credit Lyonnais and Kidder Peabody. His experience includes treasury, foreign exchange, equity, fixed income & derivative operations. Mr. Holmes is NASD licensed as a General Securities Representative, General Securities Principal and a Financial & Operations Principal.

STEPHEN A. LASOTA. Age 59. Mr. Lasota serves as Chief Financial Officer of Cowen and serves as a member of the Management Committee of Cowen. Mr. Lasota was appointed Chief Financial Officer in November 2009. Prior to the consummation of the business combination of Cowen Holdings and Cowen Investment Management (formerly Ramius) in November 2009, Mr. Lasota was the Chief Financial Officer of Cowen Investment Management and a Managing Director of the company. Mr. Lasota began working at Cowen Investment Management in November 2004 as the Director of Tax and was appointed Chief Financial Officer in May 2007. Prior to joining Cowen Investment Management, Mr. Lasota was a Senior Manager at PricewaterhouseCoopers LLP.

OWEN S. LITTMAN. Age 49. Mr. Littman serves as General Counsel and Secretary of Cowen and serves as a member of the Management Committee of Cowen. Mr. Littman was appointed General Counsel and Secretary in July 2010. Following the consummation of the business combination of Cowen Holdings and Cowen Investment Management (formerly Ramius) in November 2009, Mr. Littman was appointed Deputy General Counsel, Assistant Secretary and Managing Director of Cowen and General Counsel and Secretary of Cowen Investment Management. Mr. Littman began working at Cowen Investment Management in October 2005 as its senior transactional attorney and was appointed General Counsel in February 2009. Prior to joining Cowen Investment Management, Mr. Littman was an associate in the Business and Finance Department of Morgan, Lewis & Bockius LLP.

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PROPOSAL 2

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

☑

The Board recommends a vote “FOR” the approval, on an advisory (non-binding) basis, of the compensation paid to our named executive officers

We provide our stockholders with the annual opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers. Accordingly, the Company is seeking your vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Please note that your vote is advisory and therefore will not be binding on the Board, the Compensation Committee or the Company. However, we intend to take the voting results into consideration when making future decisions regarding executive compensation.

As discussed in the Company’s “Compensation Discussion and Analysis,” we seek to closely align the interests of named executive officers with those of the Company’s stockholders. In addition, a substantial portion of the total compensation for each named executive officer is delivered on a pay-for-performance basis and is determined in light of general economic and specific company, industry and competitive conditions. As such, we believe our compensation program provides the right balance of competitive pay and meaningful incentives to align our executives’ interests with the interests of our stockholders and enable us to retain talented executives to support our business objectives.

The Board unanimously supports the Company’s executive compensation program and recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure, is hereby APPROVED.”

The Board unanimously recommends a vote “FOR” the approval, on an advisory (non-binding) basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement.

COMPENSATION DISCUSSION AND ANALYSIS

In addition to performing the roles and responsibilities described under “Committees of the Board — Compensation Committee” above, our Compensation Committee, which is composed entirely of independent directors, determined the 2021 compensation of our named executive officers:

•

Jeffrey M. Solomon, Chief Executive Officer;

•

Stephen A. Lasota, Chief Financial Officer;

•

John Holmes, Chief Operating Officer; and

•

Owen S. Littman, General Counsel and Secretary.

The above named executive officers represented all of our executive officers as of December 31, 2021.

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To assist stockholders in finding important information within this Compensation Discussion and Analysis, we call your attention to the following sections:

	Advisory Vote on Executive Compensation and Stockholder Engagement				27
	2021 Performance Overview				29
	Key Features of Our Compensation Program				30
	Compensation Philosophy and Objectives				31
	Compensation Determinations for 2021				32
	Compensation Program and Payments				36
	Setting Compensation				40
	Relationship of Compensation Policies and Practices to Risk Management				41
	Clawback Policy				42
	Executive Officer Stock Ownership Guidelines				42
	Anti-Hedging Policy				42
	Tax and Accounting Impact and Policy				43

ADVISORY VOTE ON EXECUTIVE COMPENSATION AND STOCKHOLDER ENGAGEMENT

2021 Stockholder Outreach

The Company received stockholder approval for both the Advisory Say on Pay vote and the increase in the shares available for issuance under the Amended 2020 Equity Plan vote in 2021. Voting results improved slightly from 2020, with shareholder support at 62.5% for the Advisory Say on Pay and 62.3% for the Amended 2020 Equity Plan, respectively. In light of these results, we undertook a robust outreach campaign to solicit stockholder feedback on our compensation policies and our equity plans beginning in the fall of 2021. We contacted our top 25 stockholders, who hold an estimated 70% of our outstanding Class A common stock, which represents in excess of 80% of our outside stockholder base.

We received requests for engagement from 6 of the 25 stockholders, representing approximately 20% of our outside stockholder base.

Our outreach team, comprised of our Lead Independent Director, who is also the Chair of our Compensation Committee, our Chief Financial Officer, our General Counsel, and our Head of Investor Relations, held virtual meetings with all of the stockholders who requested engagement.

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Compensation Practice Changes in Response to Stockholder Feedback

Following our stockholder outreach initiative, the outreach team discussed the feedback received from our stockholders with the Compensation Committee. Additionally, the Compensation Committee obtained feedback, advice and recommendations on improvements to our compensation program from its independent compensation consultant, Pay Governance LLC. The Compensation Committee also reviewed the Company’s performance, the compensation practices of its peers and other materials regarding executive compensation. The Compensation Committee has introduced the following changes to our executive compensation program, partly in response to feedback received from our stockholders:

		What We Heard from Stockholders				Action Taken by Company Management and the Compensation Committee
		Stockholders recommended that the Company provide additional disclosure regarding the pay determination process.				We have continued to enhance the description in the “Compensation and Philosophy and Objectives” section below to provide a more robust and detailed discussion related to the Compensation Committee’s determinations related to firmwide compensation as well as the compensation of our named executive officers.
		Stockholders recommended that the Company use after-tax Return on Common Equity, or ROCE, as an appropriate criterion for performance-based compensation as well as some form of total shareholder return, or TSR, as an additional measure used in the determination of performance-based equity compensation.				The Company added a TSR modifier as a component of Performance Shares awarded in respect of 2020 and in respect of 2021 increased the effect the TSR modifier can have on the Performance Shares. In addition, the Company changed to after-tax ROCE for Performance Shares awarded in connection with 2021 compensation.
		Stockholders recommended that the Company consider strengthening the performance goals underlying the Performance Shares given the strong operating performance of the Company in 2020 and 2021.				In addition to changing to after-tax ROCE, the Company increased the performance goals underlying the Performance Shares which will require continued strong operating performance by the Company to achieve the target value contemplated by the Performance Shares.

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2021 PERFORMANCE OVERVIEW

The following 2021 financial performance highlights were considered by our Compensation Committee when determining named executive officer compensation for 2021. Economic Income is shown on a pre-tax basis in order to illustrate the factors considered by the Compensation Committee in its 2021 compensation determinations.

[MISSING IMAGE: tm2214696d1-bc_perform4c.jpg]

•

Record 2021 investment banking Economic Proceeds of $1,025.7 million were up 41% due to higher capital markets advisory and M&A revenues.

•

2021 brokerage Economic Proceeds increased 12%, due to an increase in cash trading, non-U.S. execution, securities finance, prime services and cross-asset trading.

•

2021 management fees of $80.5 million increased 36%, driven primarily by higher assets under management in the sustainability, activist and healthcare strategies.

•

Incentive income declined 61% to $33.4 million in 2021. This decrease was primarily related to a decrease in performance fees in our healthcare investments strategy.

•

2021 compensation and benefits costs were $1,050.6 million compared to $864.5 million in 2020. The increase was due to higher 2021 revenues. The economic compensation-to-proceeds ratio was 55.6%, which is unchanged from the prior year period.

•

The Company’s headcount increased from 1,364 in 2020 to 1,534 in 2021.

•

As of December 31, 2021, the Company had assets under management of $15.8 billion, an increase of $3.3 billion from December 31, 2020.

•

As of December 31, 2021, the Company had book value of $36.57 per common share, up from book value of $32.34 per common share as of December 31, 2020.

•

During 2021, the Company repurchased 4,371,291 shares of its Class A common stock for $159.8 million, or an average price of $36.56 per share under the Company’s existing share repurchase program. In

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addition, the Company acquired approximately $40.4 million of shares of its Class A common stock as a result of net share settlements relating to the vesting of equity awards or 1,055,620 shares at an average price of $38.26 per share.

•

The Company established a quarterly dividend payment on its Class A common stock in February of 2020 with a dividend payment of $0.04 per share. The Company increased the quarterly dividend payment to $0.08 per share in October 2020 and to $0.12 per share in February 2022.

Please refer to the Company’s Segment Reporting Note in its financial statements included on pages F-69 to F-70 of its Form 10-K for the year ended December 31, 2021, as filed with the SEC, for reconciliations of the non-GAAP financial measures above to their most directly comparable GAAP measures.

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

What We Do

•

We pay for performance through a careful quarterly and year-end review of the Company’s financial results, stockholder return and individual performance.

•

We consider peer groups in establishing compensation.

•

The Compensation Committee considers firm-wide initiatives related to the Company’s culture, including those related to inclusion and diversity, in its compensation determinations.

•

We granted performance share awards, or PSAs, to named executive officers in March 2022. The PSAs are earned based on forward-looking performance metrics that consider long-term performance from 2022 through 2024. The PSAs we awarded include after-tax ROCE as a performance measurement in response to shareholder feedback. We had previously calculated ROCE on a pre-tax basis. We also increased the performance goals underlying the PSAs which will require continued strong operating performance by the Company to achieve the target value contemplated by the PSAs. Additionally, we introduced a TSR modifier to the PSAs awarded in February 2021 in response to the stockholder feedback received in 2020 and increased the effect of the TSR modifier in the PSAs awarded in 2022.

•

We have stock ownership guidelines for our directors and executive officers.

•

We have double-trigger equity vesting in the event of a change in control.

•

We require our named executive officers to comply with reasonable restrictive covenants.

•

We subject our deferred bonus awards to named executive officers to a clawback policy.

•

We seek to maintain a conservative compensation risk profile.

•

The Compensation Committee retains an independent compensation consultant.

•

We have an anti-hedging policy, and, during 2021, all executive officers were in compliance with this policy.

What We Don’t Do

•

We do not pay dividend equivalents on unvested RSUs or PSAs.

•

We do not pay tax gross-ups on our limited perquisites.

•

We do not provide “single-trigger” equity vesting in the event of a change in control.

•

We do not provide golden parachute excise tax gross-ups.

•

We do not provide minimum guaranteed bonuses to our named executive officers.

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COMPENSATION PHILOSOPHY AND OBJECTIVES

We are focused on building long-term value for the Company. Our named executive officers, who collectively own approximately 4.8% of our outstanding shares of Class A common stock, are financially, strategically and philosophically aligned with our stockholders. Our intention is to base the compensation of our named executive officers on the performance of the Company, with total compensation of our named executive officers increasing or decreasing along with the performance of the Company.

To this end, when Mr. Solomon became our Chief Executive Officer at the beginning of 2018, he emphasized the objective of the Company generating a mid-teens pre-tax Return on Common Equity, or ROCE, by the end of 2020. The Company not only achieved, but far exceeded this goal for the year ended December 31, 2020. Mr. Solomon has since stated that the objective of the Company is to generate a mid-teens after-tax ROCE on a consistent basis. Our plan is to compensate our named executive officers in a manner that will incent them to meet or exceed after-tax ROCE in the mid-teens on a consistent basis, which we believe will create long-term value for our stockholders.

Accordingly, as we think about compensation for our named executive officers, our approach aims to treat our named executive officers fairly when taking into account the Company’s performance while also ensuring their retention given other opportunities that might be available to them.

The chart below illustrates the factors considered by the Compensation Committee in its compensation determinations

[MISSING IMAGE: tm2112746d2-fc_compen4c.jpg]

Specifically, our compensation programs, including compensation of our named executive officers, are designed to achieve the following objectives:

•

Pay for Performance. A significant portion of the total compensation paid to each named executive officer is variable and is directly tied to the Company’s Economic Operating Income. The amount of compensation available to be paid to our named executive officers is determined based on: (i) the management committee compensation pool based on the Company’s performance as described in more detail below; (ii) the performance of the Company on an absolute basis and through a comparison of our results to competitor firms; (iii) an evaluation of each named executive officer’s contribution to the Company, including contributions related to the revenue and profitability of the Company as well as leadership in alignment

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with our core values of Vision, Empathy, Sustainability and Tenacious Teamwork; and (iv) specific performance against individual qualitative goals.

•

Align Named Executive Officers’ Interests with Stockholders’ Interests. Our Compensation Committee reviews each named executive officer’s performance as well as the Company’s financial results in the context of the market environment when determining year-end, performance-related compensation allotted from the management committee compensation pool. In addition, our Compensation Committee evaluated the Company’s performance compared to the performance of its peers and also considered an analysis of competitive compensation levels of named executive officers at the Company’s peer firms that was conducted by Pay Governance LLC, the independent compensation consultant to the Compensation Committee. Our Compensation Committee believes year-end, performance-related compensation should be delivered in a combination of short-term and long-term instruments. We believe that deferred cash, equity and equity-related instruments align the interests of our named executive officers with those of our stockholders, help retain key talent, and ensure that our named executive officers are focused on the long-term performance of the Company. In connection with fiscal 2021 bonus payments, each of our named executive officers received a portion of their bonus in cash, deferred cash, RSUs and PSAs. In addition, in March 2022, our named executive officers received profit sharing awards related to the Cowen Digital business as described below (the “CDIG Awards”). Awards granted in connection with the CDIG Awards are subject to a vesting period and will not be realized until certain performance levels are attained in the Cowen Digital business. The Compensation Committee believes that the payment of a significant portion of an employee’s compensation in the form of performance-based awards properly aligns the employee’s interests with those of the Company’s stockholders and effectively mitigates any risks associated with the Company’s compensation practices.

•

Recruiting and Retention. We operate in an intensely competitive industry, and we believe that our success is closely related to our recruiting and retention of highly talented employees and a strong management team. We try to keep our compensation program generally competitive with industry practices so that we can continue to recruit and retain talented executive officers and employees.

2021 COMPENSATION DETERMINATIONS

As noted above, compensation for our named executive officers comes from our management committee compensation pool. The following is a summary of the process for determining the 2021 management committee compensation pool:

Actions Taken at the Beginning of 2021

•

In consultation with the Compensation Committee, at the beginning of 2021, the Company established a targeted Economic Income compensation-to-revenue ratio for the year of between 56% and 57%.

•

The Company has set a goal of achieving mid-teens after-tax ROCE on a consistent basis and this objective was reviewed with the Compensation Committee at the beginning of 2021. ROCE is calculated by taking the sum of the Company’s Adjusted Economic Operating Income divided by the average Common Equity of the Company during the fiscal year (with the average Common Equity for the fiscal year calculated by adding the Common Equity at the beginning of the fiscal year and the Common Equity at the end of the fiscal year and dividing by two).

•

Also at the beginning of the year, we established compensation guidelines, which established the percentage of revenue that the Company plans to allocate to compensation, for revenues generated by each of the Company’s businesses. Each of the Company’s revenue generating businesses has a different compensation guideline. For example, the percentage of revenue we pay as compensation for capital markets-related revenue is different from the percentage of revenue we pay as compensation for mergers and acquisitions

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advisory-related revenue and is also different from the percentage of revenue we pay as compensation for markets-related revenue. Because we do not know at the beginning of the year the mix of revenue we will have across product lines, we are unable to predict the actual amount of compensation that we are likely to pay at the end of the year with respect to each of our revenue generating businesses.

•

With respect to areas of the firm that do not generate revenue, such as research and business operations, the Company set a targeted budget for compensation in these areas based on expected revenues for the year.

•

The Management Committee Pool, which includes the Company’s named executive officers, is determined after the revenue-generating compensation pools are finalized, as described in more detail below.

Actions Taken During the Course of 2021

•

During the year, the Compensation Committee met on a quarterly basis to review, among other things, the Company’s performance relative to the targeted Economic Income compensation-to-revenue ratio for the year.

•

During the year, management provides the Compensation Committee with information about the relative amounts of revenue being generated by our different business lines as that affects the amount of compensation the Company accrues for compensation under the pre-established guidelines described above. The Compensation Committee then compares the amounts being accrued with respect to the revenue generating businesses to the amounts accrued based on the Company’s overall compensation to revenue ratio.

•

Quarterly meetings with the Compensation Committee also provided an opportunity to discuss any changing dynamics in the markets that may affect positively or negatively the Company’s expected revenues and related compensation accruals.

Actions Taken at the End of 2021 to Determine Compensation

•

At the end of 2021, compensation pools for investment banking, markets and investment management were finalized based on the revenue guidelines established at the beginning of the year, with some modifications made based on the Company’s overall strong performance for the year in each of these areas. The total amount of compensation accrued with respect to the Company’s revenue generating business lines was based on the mix of revenue generated by each of its different business lines.

•

The compensation pool for research was finalized by making adjustments to the budget established at the beginning of the year to account for higher revenues than were expected at the beginning of the year. The compensation pool for business operations was also increased from its budgeted amount to account for the Company’s overall strong performance.

•

The combination of the compensation guidelines established at the beginning of the year for our revenue generating businesses, the budgets established at the beginning of the year for our non-revenue generating employees and the overall compensation to revenue ratio target established at the beginning of the year meant that there was a relatively limited amount of potential compensation that could be allocated to the management committee pool, which includes the CEO and the other executive officers of the Company, in order to stay within the Company wide targeted compensation to revenue ratio of 56%-57%.

•

Once the compensation pools were finalized, the Compensation Committee considered the amount of compensation to be included in the pool for the members of the Company’s management committee, which includes the Company’s named executive officers. This pool was determined with reference to (i) the Economic Income compensation-to-revenue ratio and (ii) the overall Economic Operating Income to Stockholders.

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The Compensation Committee approved an Economic Income compensation-to-revenue ratio for 2021 of 55.6%, which was below the range established by the Compensation Committee at the beginning of 2021.

–

Management and the Compensation Committee believe that the compensation pool for members of the Company’s management committee, which includes the Company’s named executive officers, should be directly tied to the Company’s operating performance. Accordingly, the Compensation Committee has determined guidelines that the management committee’s participation in the Company’s Economic Operating Income should be a percentage of the total amount of Economic Operating Income, with the management committee’s incremental participation decreasing as Economic Operating Income increases. There is a limit on how much compensation can be paid to the management committee, which includes the CEO and other named executive officers, given the compensation allocated to the Company’s revenue generating businesses under the pre-established guidelines, the compensation allocated to research and business operations based on the budget established at the beginning of the year and the fact that the amount of compensation allocated to the management committee pool decreases as revenue increases.

•

The Company’s pre-tax ROCE for the 2021 fiscal year was approximately 34.6%, well in excess of the mid-teens ROCE that the Company targeted at the beginning of the year.

•

As discussed further below, final compensation decisions for the Company’s named executive officers are made at the discretion of the Compensation Committee out of the available management committee compensation pool. We believe this approach to compensation is consistent with common market practice in the financial services sector, but as noted above, the pool from which compensation is determined is tied directly to the Company’s operating performance for the year. Further, although the size of incentive compensation awards is based on current fiscal year results, a portion of it is delivered in the form of equity awards that vest over time to encourage retention and further link executive pay with longer-term stock performance. In addition, a portion of incentive compensation is also delivered in the form of performance-based awards whose future value is uncertain, ultimately depending on the performance of the Company, and, in the case of the CDIG Awards, on the performance of the Cowen Digital business, over the relevant measurement period.

After the Compensation Committee determined the management compensation pool for 2021 as described above, the Compensation Committee then considered:

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the named executive officers’ collective and individual contributions to the Company’s strategic initiatives and leadership in 2021;

•

historical compensation information for each named executive officer;

•

the Company’s desire to retain and incentivize its named executive officers;

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the recommendations of Mr. Solomon, our Chief Executive Officer, regarding total compensation of our named executive officers (other than himself);

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the financial performance of the Company during 2021 compared to comparable public companies and other companies in the securities industry;

•

a review of public filings and other market data regarding total compensation paid by certain peer investment banks and asset management companies; and

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base salary, cash bonus, equity awards and all other compensation paid by the compensation peer group.

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The Compensation Committee considered the following collective and individual factors in the determinations made for each named executive officer in 2021:

Benefits of the Long-term Partnership Among the Named Executive Officers. One of the key factors to the Company’s resilience during the Covid-19 pandemic and the positioning of the Company for success over the long term has been the more than 15-year partnership among the Company’s named executive officers. Messrs. Solomon, Holmes, Lasota and Littman have been instrumental in the transformation of the Company’s business. They have worked collaboratively on the recruitment and retention of key employees and managers across the platform and oversaw the acquisition and integration of 13 businesses. In 2021, the Company demonstrated its core earnings power and the growing breadth and depth of its capabilities across the platform. This performance is the result of years of strategic investments and careful planning, which has enabled the Company to deliver consistent profitability at a much higher level.

The Compensation Committee recognizes the importance of having and retaining an experienced management team like the one the Company has and, in 2021, this took on even more significance with the ongoing challenges presented by the Covid-19 pandemic.

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Revenue Generation and Drivers of Profitability. As noted below, each of our named executive officers plays an important role in revenue generation and driving profitability While this may not always be the case with a company’s named executive officers, it is the case with ours. Our named executive officers are not compensated directly based on the revenue they generate or, with respect to Messrs. Holmes, Lasota and Littman, the profitability directly attributable to their teams in business operations, but the Compensation Committee does take this into account when determining compensation for the named executive officers. The Compensation Committee also considered the following individual factors in the determinations made for each named executive officer in 2021:

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Jeffrey Solomon. Mr. Solomon’s compensation reflected his significant contributions regarding the Company’s record revenue and profitability. Mr. Solomon also played an important role in the acquisition of Portico Capital Advisors (“Portico”), further increasing M&A revenues and increasing capabilities in sectors with an attractive long-term outlook (verticalized software, data and analytics) and complementary to the Company’s technology-enabled services franchise. Mr. Solomon’s compensation also reflected his efforts to recruit and retain talent as well as the further enhancements to the Company’s culture and inclusion and diversity initiatives. Mr. Solomon helped to bring numerous clients into the Company by providing investment banking advice. Mr. Solomon also worked closely with clients in the Company’s markets division, research division and investment management division. Mr. Solomon also played a key role in the development of Cowen Digital, the business created to offer the Company’s institutional clients execution services relating to the trading of digital assets. Mr. Solomon also spent a significant amount of time discussing capital formation and other regulatory matters of interest to the Company through his regular interactions with both the SEC and lawmakers.

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John Holmes. Mr. Holmes’s compensation reflected his role in the continued enhancement and development of trading capabilities by growing existing infrastructure and implementing new products, including those related to Cowen Digital. Under Mr. Holmes’s leadership, the Company recognized cost savings and process efficiencies by leveraging new and existing technologies. The Compensation Committee also recognized Mr. Holmes’s significant contributions related to the Company’s strategic response to Covid-19 and return to office, creating an approach that provides flexibility as the Company moves towards a hybrid work environment and prioritizes the health and safety of its employees.

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Stephen Lasota. Mr. Lasota’s compensation reflected significant contributions related to the continued enhancement of the Company’s financial reporting, despite the challenges of employees working remotely due to the Covid-19 pandemic. Mr. Lasota played a leading role in changing the Company’s

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capital structure and accounting policy to simultaneously optimize for profitability and liquidity. Mr. Lasota also played a significant role in the Company’s revenue-generating captive reinsurance business.

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Owen Littman. Mr. Littman’s compensation reflected significant contributions related to his efforts to develop, implement and improve comprehensive legal and compliance programs, including with respect to Cowen Digital so that the Company can provide execution services with respect to digital assets. Mr. Littman played a significant role in the merger and integration of Cowen Prime Services and Cowen and Company which resulted in a significant increase in the Company’s net capital. Mr. Littman also played a significant role in the Company’s revenue-generating captive reinsurance business. Mr. Littman played a leading role in the Portico acquisition. Mr. Littman also oversaw the Legal and Compliance strategic hiring process to support the Company’s growing business lines in the international markets. Mr. Littman also spent a significant amount of time discussing capital formation and other regulatory matters of interest to the Company through his regular interactions with both the SEC and lawmakers.

At meetings held on December 14, 2021, December 22, 2021, January 6, 2022, January 13, 2022 and February 25, 2022 and numerous executive sessions following these meetings, the Compensation Committee considered and discussed management’s compensation recommendations for our named executive officers other than the Chief Executive Officer.

Upon consideration of these factors the Compensation Committee approved the Chief Executive Officer’s recommendations for the named executive officers and determined the total pay for our Chief Executive Officer, Mr. Solomon.

COMPENSATION PROGRAM AND PAYMENTS

Base Salary

The purpose of base salary is to provide a set amount of cash compensation for each named executive officer that is not variable in nature and is generally competitive with market practices. We seek to limit the base salaries of our named executive officers such that a significant amount of their total compensation is contingent upon the performance of the Company and the named executive officer during the fiscal year. This was consistent with standard practice within the securities and asset management industries and we believe this allowed us to reward performance.

In 2021 Mr. Solomon received a base salary of $1,000,000 and each of Messrs. Lasota, Holmes and Littman received a base salary of $700,000. In April 2022, the Compensation Committee approved an increase in base salaries for Messrs. Lasota, Holmes and Littman to $725,000 each.

Annual Cash Bonus

The Compensation Committee approved annual cash bonus amounts for each of our named executive officers after review and consideration of the above factors and within the scope and confines of the established management committee compensation pool.

Annual cash bonuses are determined based on an informed judgment with final amounts determined at the discretion of the Committee within the confines of the established management committee compensation pool. This is consistent with our view that a significant portion of compensation paid is to be based on the performance of the Company and of each named executive officer.

In 2021, Mr. Solomon received a cash bonus of $16,000,000, Mr. Lasota received a cash bonus of $4,613,000, Mr. Holmes received a cash bonus of $5,056,000 and Mr. Littman received a cash bonus of $4,613,000.

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Deferred Compensation

The annual bonus is typically paid partially in cash, partially in deferred cash and partially in equity. The deferred cash and equity components of the annual bonus are paid in lieu of, not in addition to, a cash payment and are subject to service-based vesting conditions. The Compensation Committee believes that the practice of paying a portion of each named executive officer’s annual bonus in the form of deferred cash and equity awards is consistent with compensation practices at our peer companies and is a useful tool to continue aligning the long-term interests of our named executive officers with the interests of our stockholders.

After determining the aggregate cash values of annual bonuses payable to each of our named executive officers in respect of fiscal 2021, the Compensation Committee considered the percentage of the annual bonus compensation that each of our named executive officers would receive in the form of deferred awards. Jeffrey Solomon, our Chief Executive Officer, developed a proposal for the allocation of annual bonus compensation among the cash and deferred compensation awarded to Messrs. Holmes, Lasota and Littman. The Compensation Committee discussed and ultimately approved the proposal and established an allocation of annual bonus compensation awarded to Mr. Solomon.

Deferred Cash Awards

Deferred cash awards relating to fiscal 2021 annual bonuses were awarded to our named executive officers in February 2021. Mr. Solomon received a deferred cash award of $4,000,000, Mr. Lasota received a deferred cash award of $343,500, Mr. Holmes received a deferred cash award of $372,125 and Mr. Littman received a deferred cash award of $343,500. The deferred cash awards will vest with respect to 12.5% on August 15, 2022, 12.5% on May 15, 2023, 25% on May 15, 2024, 25% on May 15, 2025 and 25% on May 15, 2026.

Restricted Stock Units (“RSUs”)

RSUs relating to fiscal 2021 annual bonuses were awarded to our named executive officers in February 2022. RSUs will vest with respect to 12.5% on September 1, 2022; 12.5% on June 1, 2023; 25% on June 1, 2024; 25% on June 1, 2025; and 25% on June 1, 2026. To eliminate the impact that a short-term significant price change in the market value of our Class A common stock may have on the number of RSUs that are intended to be delivered to an employee, the Compensation Committee approved valuing the RSU grants using the volume-weighted average price for the 30 trading days ended January 14, 2022, which was the day prior to the date that compensation was first communicated to the Company’s employees. The grant date value of the RSUs equaled $35.60 per share. In 2022, Mr. Solomon received an award of 112,360 RSUs, Mr. Lasota received an award of 9,649 RSUs, Mr. Holmes received an award of 10,453 RSUs and Mr. Littman received an award of 9,649 RSUs.

Performance-Based Compensation

This year, performance-based compensation, which was a key component of overall compensation awarded for 2021, consisted of two components, Performance Share Awards as well as profits interests awards relating to Cowen Digital Holdings LLC.

Performance Share Awards (“PSAs”)

In March 2022, the Company entered into a performance shares award agreement, or PSA Agreement, with each of our named executive officers. Under the terms of the PSA Agreement, each named executive officer was awarded PSAs, based on the attainment of certain performance metrics. Mr. Solomon received 99,986 PSAs, Mr. Lasota received 19,095 PSAs, Mr. Holmes received 21,201 PSAs and Mr. Littman received 19,095 PSAs. The Compensation Committee approved the allocation of PSAs awarded using the same value as the RSUs, or $35.60 per share. The PSAs awarded are subject to a three-year performance period and are scheduled to vest on December 31, 2024. At the end of the performance period, the PSAs will be multiplied by an

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applicable percentage (set forth below) based on the Company’s after-tax AROCE. The Company changed to the after-tax AROCE performance metric in 2022 in response to shareholder feedback.If the Company’s performance is below the specified threshold, no shares will be delivered to the named executive officers. The resulting number of attained RSUs will then be subject to a multiplier based on the Company’s total shareholder return, or TSR, relative to other companies in the S&P SmallCap 600 Financial Sector Index, or the Index. For the PSAs awarded in 2022, the TSR modifier was increased to 20% from the 10% modifier used for PSAs awarded in 2021.

After-tax AROCE will be calculated by (i) taking the sum of the Company’s Adjusted Economic Operating Income during each of the fiscal years during the Performance Period divided by the average Common Equity of the Company during each such fiscal year (with the average Common Equity for each fiscal year calculated by adding the Common Equity at the beginning of such fiscal year and the Common Equity at the end of such fiscal year and dividing by two) and (ii) dividing such sum by three.

At the end of the performance period, the PSAs will be multiplied by the percentages set forth below based on the Company’s after-tax AROCE with respect to such performance period:

After-Tax AROCE Performance Scale

Performance Level*

3-Year After-Tax AROCE**

Payout Rate***

Below Threshold

Below 8%

0% Payout

Threshold

50% Payout

Above Threshold / Below Target

10%

75% Payout

Target

12.5%

100% Payout

Above Target

15%

125% Payout

Above Target / Below Maximum

17.5%

150% Payout

Maximum (capped)

Greater than 20%

200% Payout

Payout for performance between the Threshold and the Maximum will be interpolated.

While the Company’s ROCE in 2021 was substantially above the Target rate, the Compensation Committee sets the AROCE Performance Scale based on the objective of achieving consistent after-tax mid-teen ROCE returns over the three year performance period covered by the PSAs. Accordingly, there may be outliers in performance, both positive and negative, during the three year performance period, but the PSAs are structured to reward the Company’s executive officers for meeting the after-tax mid-teen ROCE return over the long-term, which we believe leads to long-term shareholder value creation.

***

Payout in excess of 120% of target for the 2021 PSAs will be settled in cash.

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In addition to ROCE being measured on an after-tax basis in the PSAs awarded in 2022 compared to being measured on a pre-tax basis for PSAs awarded in 2021, the Company also increased the performance metrics themselves as described below:

Changes to AROCE Performance Scale in 2022 vs. 2021

Performance Level

Pre-Tax 2021
3-Year AROCE

After-Tax 2022
3-Year AROCE

Payout Rate

Below Threshold

Below 8%

0% Payout

Threshold

50% Payout

Above Threshold / Below Target (Level Introduced in 2021)

—

10%

75% Payout

Target

10%

12.5%

100% Payout

Above Target

12%

15%

125% Payout

Above Target / Below Maximum
(Level Introduced in 2021)

—

17.5%

150% Payout

Maximum (capped)

Greater than 15%

Greater than 20%

200% Payout

The number of PSAs that become vested and settled at the end of the performance period will equal the product of the preliminary PSAs and the applicable total shareholder return (TSR) modifier, as set forth below, determined based on the Company’s TSR during the performance period versus the TSR of the companies comprising the Index (adjusted as set forth in the award agreement), as of the first day of each performance period for the same period.

3-Year TSR Modifier

Relative TSR Position	Modifier*
25th percentile and below		0.8
50th percentile		1.0
75th percentile and above		1.2

The relative TSR and resulting modifier will be interpolated between the 25th percentile and below and the 75th percentile. The relative TSR position will be calculated using the following formula where N is the total number of companies in the Index including the Company and R is the Company’s ranking compared to the Index: N-R/N-1.

CDIG Profits Interest Awards

In March 2022, a new plan called the Cowen Digital Holdings 2022 Equity Unit Incentive Plan (the “Cowen Digital Plan”) was established to incentivize management and other personnel who make a substantial contribution to the success of Cowen Digital, the Company’s digital assets business, and to tie a portion of their compensation to the success of the digital assets business. The Cowen Digital Plan allows issuance of up to 2,000,000 non-voting units in Cowen Digital (“Class B units”). The remaining capital of Cowen Digital consists of 8,000,000 voting units in Cowen Digital (“Class A units”), which are currently all owned by the Company.

As of March 1, 2022, an aggregate of 1,487,500 Class B units have been issued to employees of the Company who are working on the Cowen Digital business, including a portion to each of the named executive officers. The Class B units are treated for tax purposes as profits interests. Each award of Class B units is subject to time-based and performance-based vesting conditions. For awards granted in March 2022, 50% of each award

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(the time-based portion) vests gradually over five years (subject to acceleration upon a sale or IPO of Cowen Digital) and the remaining 50% (the performance-based portion) will vest only if the recipient continues employment until a sale or IPO of Cowen Digital. Even if vested, Class B units will not be entitled to distributions unless and until a profit distribution hurdle has been met. For awards granted in March 2022, the hurdle is $100 million, which means that the Company must receive distributions from Cowen Digital of at least $100 million before the Class B units share in any distributions. After the hurdle is reached, Class B units share in distributions on a pro-rata basis with other units (Class A and Class B).

Mr. Solomon received 200,000 Class B units and Messrs. Lasota, Holmes and Littman each received 100,000 Class B units as a component of their 2021 long-term performance-based compensation. The fair value of time- based Class B units is determined based on the fair market value of Cowen Digital and consolidated subsidiaries. The fair market value of Cowen Digital and consolidated subsidiaries is calculated utilizing recent transactions, discounted cash flows, and market multiples. The Class B units are then valued using a standard Black Scholes options pricing model. The primary input in determining the fair market value as of March 1, 2022 was recent/pending transactions in Cowen Digital’s underlying investments. Mr. Solomon’s Class B units were given a fair value of $440,000 and the Class B units awarded to each of Messrs. Lasota, Holmes and Littman were given a fair value of $220,000. Due to the uncertainty related to payouts under the Cowen Digital Plan, the Company will not recognize expense related to the performance-based portion of the Class B unit awards until there is a probability of payout. The time-based portion of the Class B unit awards are expensed over the five-year period of service required to vest.

FREQUENCY OF SAY-ON-PAY VOTE

Consistent with the preference expressed by our stockholders at our 2017 Annual Meeting of Stockholders, the Board decided that the Company will include an advisory vote to approve the compensation of our named executive officers in our proxy materials every year until the next required advisory vote to approve the frequency of an advisory vote on executive compensation, which will occur no later than our 2023 annual meeting.

Setting Compensation

The Compensation Committee is responsible for approving the compensation paid to our named executive officers as well as certain other highly compensated employees. In making compensation determinations, the Compensation Committee reviews information presented to them by the Company’s management, compensation peer group information and the recommendations of an independent compensation consultant engaged by the Compensation Committee. The Compensation Committee also reviews our compensation-to-revenue ratio on a quarterly basis and may adjust the targeted compensation-to-revenue ratio in order to maintain the Company’s compensation philosophy of aligning the interests of our named executive officers and our stockholders.

Involvement of Executive Officers

Mr. Solomon, our Chief Executive Officer, in consultation with our Chief Financial Officer, our General Counsel, our Chief Operating Officer and employees in our Human Resources department, assists the Compensation Committee in making compensation determinations. These individuals prepare information that is provided to, and reviewed by, the Compensation Committee and the Chief Executive Officer makes recommendations to the Compensation Committee for their consideration. Such information and recommendations include, among other things, recommendations for the percentage of the Company’s Economic Operating Income that should be allocated to the management committee compensation pool, the compensation that should be received by the named executive officers (other than himself) and certain other highly compensated employees; financial information regarding the Company that should be reviewed in connection with compensation decisions; the

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firms to be included in a compensation peer group; and the evaluation and compensation process to be followed by the Compensation Committee. Our Chief Executive Officer is often invited to participate in Compensation Committee meetings; however, he recuses himself from all discussions regarding his own compensation.

Compensation Consultants

The Compensation Committee exercised its sole authority pursuant to its charter to directly engage Pay Governance LLC. Pay Governance LLC was retained by the Compensation Committee to provide advice, analysis, and assessment of alternatives related to the amount and form of executive compensation. Pay Governance LLC prepared certain Compensation Committee presentation materials (including the peer group data described below) during December 2021 and early 2022 at the request of the Compensation Committee. The Compensation Committee meets with Pay Governance LLC from time to time without management present.

The Compensation Committee engaged Johnson Associates in December 2021 to provide advice and analysis related to the Cowen Digital Plan and the profit interests awarded to certain employees, including our named executive officers.

The Compensation Committee has assessed the independence of Pay Governance LLC and Johnson Associates pursuant to SEC and NASDAQ rules and concluded that no conflict of interest exists that would prevent Pay Governance LLC from independently representing the Compensation Committee. The Compensation Committee reviewed and was satisfied with Pay Governance LLC’s policies and procedures to prevent or mitigate conflicts of interest and that there were no business or personal relationships between members of the Compensation Committee and the individuals at Pay Governance LLC supporting the Compensation Committee.

Compensation Peer Group

The Compensation Committee, with the assistance of its independent compensation consultant, annually identifies a compensation peer group of firms with which we compete for executive talent. Our peer group includes investment banks with revenues and market capitalizations similar to ours as well as companies with significant asset management operations. In making compensation decisions for 2021, our Compensation Committee reviewed compensation information for similarly titled individuals at comparable companies gathered from public filings made in 2021 related to 2020 annual compensation and from subscriptions for other market data. At the request of the Compensation Committee, Pay Governance LLC provides the Compensation Committee with compensation data from other firms of similar size. For 2021, Pay Governance provided the Compensation Committee with peer group compensation data of B. Riley Financial, Evercore Partners Inc., Greenhill & Co., Inc., Houlihan Lokey, Inc., Jefferies Group, Lazard Ltd., Moelis & Company, Oppenheimer & Co. Inc., Perella Weinberg Partners, PJT Partners Inc., Piper Sandler Companies, Raymond James Financial, and Stifel Financial Corp. The Compensation Committee believes that information regarding pay practices at comparable companies is useful in two respects. First, as discussed above, we recognize that our pay practices must be competitive in our marketplace. By understanding the compensation practices and levels of the Company’s peer group, we enhance our ability to attract and retain highly skilled and motivated executives, which is fundamental to the Company’s success. Second, this data is one of the many factors the Compensation Committee considers in assessing the reasonableness of compensation. Accordingly, the Compensation Committee reviewed trends among these peer firms and considered this data when determining our named executive officers’ 2021 annual bonuses and other compensation, but did not utilize the peer firm compensation as a sole benchmark for determining executive compensation.

RELATIONSHIP OF COMPENSATION POLICIES AND PRACTICES TO RISK MANAGEMENT

The Board has discussed whether our compensation policies are reasonably likely to have a material adverse effect on our results. The Board noted that, consistent with our performance-based model, many of our employees

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receive a significant portion of their compensation through discretionary compensation tied to their individual or business unit performance, or a combination thereof. The Board noted that a lower portion of the Company’s revenues are derived from proprietary trading businesses and that a significant portion of many employees’ compensation is provided in the form of deferred compensation that vests over time, which has the effect of tying the individual employee’s long-term financial interest to the firm’s overall success. The Board believes that this helps mitigate the risks inherent in our business.

The Board noted that our risk management team continuously monitors our various business groups, the level of risk they are taking and the efficacy of potential risk mitigation strategies. Senior management also monitors risk and the Board is provided with data relating to risk at each of its regularly scheduled meetings. The Head of Risk meets regularly with the Board to present his views and to respond to questions. For these reasons, the Board believes that our overall compensation policies and practices are not likely to have a material adverse effect on us.

CLAWBACK POLICY

In March 2015, the Company adopted a clawback policy that allows the Company to recover incentive compensation from any executive officer if that executive officer engages in intentional misconduct that caused or contributed to a restatement of the Company’s financial results. In the event of a restatement, a committee consisting of the non-management members of the Board (the “Independent Director Committee”) will review the performance-based compensation and annual bonus compensation paid in the form of both cash and equity under the Company’s equity and incentive plans to any such executive (the “Awarded Compensation”). If the Independent Director Committee determines, in good faith, that the amount of such performance-based compensation or annual bonus actually paid or awarded to any such executive officer would have been a lower amount had it been calculated based on such restated financial statements (the “Actual Compensation”) then the Independent Director Committee shall, subject to certain exceptions, seek to recover for the benefit of the Company the after-tax portion of the difference between the Awarded Compensation and the Actual Compensation.

EXECUTIVE OFFICER STOCK OWNERSHIP GUIDELINES

The Company adopted stock ownership guidelines on March 18, 2015 that require the Company’s executive officers to hold Company stock or RSUs within the later of the adoption of the policy or five years of being designated as an executive officer. All named executive officers are in compliance with the stock ownership guidelines, which are set forth below.

		Chief Executive Officer				8× Base Salary					$	8,000,000
		Other Executive Officers				3× Base Salary					$	2,100,000

ANTI-HEDGING POLICY

In order to support alignment between the interests of stockholders and employees, the Company maintains an anti-hedging policy that prohibits the “short sale” of Company securities. The policy prohibits employees from trading in options, warrants, puts and calls or similar instruments on Company securities. We allow directors and executive officers to hold up to 50% of their Company stock in a margin account. During 2021, all named executive officers were in compliance with this policy.

PERQUISITES

In 2021, the Company provided certain perquisites, including reimbursement of group term life and long-term disability insurance and tax and financial planning expenses to certain members of senior management, including

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Messrs. Solomon, Lasota and Littman. Beginning in 2022, the Company will no longer pay tax and financial planning expenses for members of senior management.

EMPLOYMENT AGREEMENTS

Each of our named executive officers is party to an employment agreement with the Company. The Compensation Committee views the employment agreements as an important tool in achieving our compensation objective of recruiting and retaining talented employees and a strong management team. The severance and change-in-control arrangements provided by the employment agreements are intended to retain our named executive officers and to provide consideration for certain restrictive covenants that apply following a termination of employment. None of our named executive officers have minimum guaranteed bonuses in their employment agreements.

TAX AND ACCOUNTING IMPACT AND POLICY

The financial and income tax consequences to the Company of individual executive compensation elements are important considerations for the Compensation Committee when analyzing the overall design and mix of compensation. The Compensation Committee seeks to balance an effective compensation package for our named executive officers with an appropriate impact on reported earnings and other financial measures.

In designing our compensation and benefit programs, we review and consider the accounting implications of our decisions, including the accounting treatment of amounts awarded or paid to our executives.

In general, Section 162(m) of the Code generally denies a publicly held corporation a deduction for federal income purposes for compensation in excess of $1 million per year paid to certain “covered employees.” As in prior years, the Compensation Committee will continue to take into account the tax and accounting implications (including with respect to the expected lack of deductibility under the revised Section 162(m)) when making compensation decisions, but reserves its right to make compensation decisions based on other factors as well if the Compensation Committee determines it is in its best interests to do so. The Compensation Committee may, from time to time, design programs that are intended to further our success, including by enabling us to continue to attract, retain, reward and motivate highly-qualified executives that may not be deductible as a result of the limitations on deductibility under Section 162(m).

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and has recommended to the Board the inclusion of the Compensation Discussion and Analysis in the Form 10-K and in the definitive proxy statement for our 2022 Annual Meeting of Stockholders.

Compensation Committee of the Board of Directors of Cowen Inc.
Brett H. Barth, Chair
Lawrence E. Leibowitz
Margaret L. Poster
Douglas A. Rediker

	Page
Pay Ratio		51
Security Ownership		52
Certain Relationships and Related Transactions		53
Transactions in which Related Persons have a Material Interest		54
Review and Approval of Transactions with Related Persons		54
AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		55
Audit Committee Report		55
Audit Committee of the Board of Directors of Cowen Inc.		56
Independent Registered Public Accounting Firm Fees and Other Matters		56
Auditor Services Pre-Approval Policy		56
PROPOSAL 3 – RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTANT		58
PROPOSAL 4 – APPROVAL OF AN INCREASE IN THE SHARES AVAILABLE FOR ISSUANCE UNDER THE 2020 EQUITY INCENTIVE PLAN		59
Purpose		61
Administration		61
Shares Subject to the 2020 Plan		61
Eligibility		61
Grants of Awards		62
Changes in Capital Structure		64
Corporate Events		64
Non-Transferability of Awards		64
Termination and Amendment		64
Certain U.S. Federal Income Tax Consequences		65
PROPOSAL 5 – APPROVAL OF A CHARTER AMENDMENT TO PERMIT REQUESTS FOR SPECIAL MEETINGS OF STOCKHOLDERS BY HOLDERS OF 25% OF OUR ISSUED AND OUTSTANDING CAPITAL STOCK ENTITLED TO VOTE ON THE MATTERS TO BE PRESENTED		67
PROPOSAL 6 – THE STOCKHOLDER PROPOSAL		71
STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING		74
ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K		75
HOUSEHOLDING		75
OTHER MATTERS		76
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING		76
APPENDIX A – 2020 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED
APPENDIX B – PROPOSED SPECIAL MEETING AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COWEN INC.
APPENDIX C – PROPOSED THIRD AMENDED AND RESTATED BY-LAWS OF COWEN INC.

	Page
PROPOSAL 1 – ELECTION OF DIRECTORS		2
KEY FACTS ABOUT OUR DIRECTOR NOMINEES		2
CORPORATE GOVERNANCE HIGHLIGHTS AND PRACTICES		14
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		14
Corporate Governance Guidelines		14
Director Independence		15
Board Leadership Structure		15
Director Stock Ownership Guidelines		16
The Board’s Role in Risk Oversight		16
Board and Committee Oversight of Certain Key Risks		16
Risk Assessment of Compensation Policies and Practices		18
Environmental, Social and Governance (ESG) Practices		18
Board Meetings and Attendance		19
Director Attendance at Annual Meeting of Stockholders		19
Committees of the Board		19
Executive and Director Compensation Processes		22
Director Nomination Process		22
Procedures for Contacting the Board of Directors		23
Code of Business Conduct and Ethics		23
Narrative Disclosure Relating to Director Compensation Table		24
EXECUTIVE OFFICERS OF THE COMPANY		24
PROPOSAL 2 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		26
COMPENSATION DISCUSSION AND ANALYSIS		26
Advisory Vote on Executive Compensation and Stockholder Engagement		27
2021 Performance Overview		29
Key Features of Our Executive Compensation Program		30
Compensation Philosophy and Objectives		31
2021 Compensation Determinations		32
Compensation Program and Payments		36
Frequency of Say-on-Pay Vote		40
Relationship of Compensation Policies and Practices to Risk Management		41
Clawback Policy		42
Executive Officer Stock Ownership Guidelines		42
Anti-Hedging Policy		42
Perquisites		42
Employment Agreements		43
Tax and Accounting Impact and Policy		43
Compensation Committee Report		43
Grants of Plan Based Awards		45
Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table		45
Outstanding Equity Awards at 2021 Fiscal Year End		48
Option Exercises and Stock Vested		49
Potential Payments Upon Termination or Change in Control		50