DEF: Oppenheimer Holdings Sets 2026 Annual Meeting Agenda

Sentiment:

Proxy Statement 13 March 2026 8:05 AM

📋All filings for Oppenheimer Holdings INC

Oppenheimer Holdings Inc. announces its virtual 2026 Annual Meeting of Stockholders to address director elections, auditor ratification, executive compensation, and a proposed amendment to its Certificate of Incorporation.

Better than expectedTotal revenues increased by 14.4% to $1.638 billion in 2025.Earnings per share more than doubled from $6.91 in 2024 to $14.13 in 2025.Client Assets Under Management (AUM) and Assets Under Administration (AUA) reached all-time record highs.Investment Banking revenues surged by 56.2%.Shareholders' equity reached an all-time record of $983.8 million.The company's total shareholder return significantly outperformed its peer group.

Summary

The Annual Meeting of Stockholders will be held virtually on May 4, 2026, at 4:30 P.M. New York time.
Key proposals include the election of nine directors, ratification of Deloitte & Touche LLP as auditors for 2026, advisory votes on executive compensation and its frequency, and approval of an Amended and Restated Certificate of Incorporation.
A.G. Lowenthal, who owns 97.5% of the Class B voting common stock, intends to vote in favor of all proposals, ensuring their approval.
The company reported strong financial performance in 2025, with total revenues reaching $1.638 billion, up 14.4% from 2024.
Earnings significantly increased to $148.4 million, or $14.13 per share, compared to $71.5 million, or $6.91 per share, in 2024.
Client Assets Under Management (AUM) reached a record $55.2 billion, and Assets Under Administration (AUA) reached a record $143.3 billion at year-end 2025.
Investment Banking revenues surged by 56.2% to $260.4 million in 2025.
The Board of Directors recommends a "FOR" vote on all proposals, including a three-year frequency for the advisory vote on executive compensation.
The proposed Amended and Restated Certificate of Incorporation aims to provide indemnification for directors and officers to the fullest extent permitted by Delaware law.
The CEO-to-median employee pay ratio for 2025 was 48:1, with the CEO's total compensation at $8,322,100 and the median employee's at $174,000.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive filing, highlighting robust financial performance, strategic growth in key business segments, and effective corporate governance. The significant increase in revenues and earnings, coupled with record AUM/AUA and outperformance against peers, indicates a healthy and well-managed company.

Positives

Strong financial performance in 2025 with total revenues up 14.4% to $1.638 billion.
Significant increase in earnings to $148.4 million ($14.13 per share) from $71.5 million ($6.91 per share) in 2024.
Record Client Assets Under Management (AUM) at $55.2 billion and Assets Under Administration (AUA) at $143.3 billion.
Investment Banking revenues increased substantially by 56.2% to $260.4 million.
Shareholders' equity reached an all-time record of $983.8 million.
Maintained regular quarterly dividend of $0.18 per share and declared a special dividend of $1.00 per share payable in early January 2026.
Stable financial advisor headcount of 924, with successful new training programs attracting top-tier professionals.
Robust corporate governance structure with 7 out of 9 independent directors and 100% attendance at Board and committee meetings in 2025.
Successful CEO succession planning, with R.S. Lowenthal appointed CEO in May 2025.
The company's total shareholder return (TSR) of $246 for a $100 initial investment in 2025 outperformed the peer group's TSR of $186.

Negatives

Lower interest rates and lower balances reduced returns from the FDIC program in 2025.
Some disappointing losses in financial advisor headcount during 2025, despite overall stability.
One late Form 4 filing for S.E. Spaulding regarding 3,000 shares awarded, indicating a minor compliance lapse.
The company will no longer be able to deduct annual compensation in excess of $1,000,000 for certain executives due to changes in Section 162(m) of the Internal Revenue Code.

Risks

The company is necessarily in the business of taking risks to facilitate its customer-oriented businesses and certain proprietary trading activities, with no assurance against trading or other losses.
Reliance on the continued ability to support employees working remotely, although no significant business disruptions have occurred to date.
Potential exposure to personal liability for directors and officers, which the proposed indemnification aims to mitigate.
The volatile nature of market-driven businesses can impact compensation practices and financial results.
Intense competition across the industry for attracting and retaining top-tier professionals.

Future Outlook

The company anticipates a rebound in M&A activity, increased private credit opportunities, and an active IPO market in 2026, alongside continued demand for strategic advisory mandates.

Management Comments

"The Company believes that Mr. A.G. Lowenthal, Chairman and former Chief Executive Officer, is best situated to serve as Chairman of the Board because he is the director most familiar with the Company’s business strategy, history and capabilities, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy."
"The Board believes an independent Lead Director having the duties described below is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management for our Company."
"The Company believes that in-person engagement at the workplace provides important benefits that are largely lost through remote work, and will continue to encourage employees to work in the office on a regular basis while continuing to provide some flexibility through an ability to work on a remote basis."
"The Compensation Committee believes that the 2025 compensation payments made to executives and employees were substantially so aligned [with corporate objectives and performance]."
"The Board believes that we must offer a competitive non-employee director compensation program if we are to successfully attract and retain the best possible candidates for these important positions of responsibility."

Industry Context

StockSavvy.ai notes that Oppenheimer Holdings Inc.'s strong 2025 performance, particularly the significant growth in Investment Banking revenues and record AUM/AUA, aligns with broader positive trends in the U.S. financial markets. The S&P 500, DJIA, and NASDAQ all saw substantial gains, driven by factors like easing inflation, cautious rate cuts, and strong investment in sectors like AI. The company's success in attracting top-tier professionals and expanding its fixed income division, including a new distressed debt team, indicates effective strategic positioning within a competitive middle-market investment banking and financial services landscape. The anticipated rebound in M&A and IPO activity for 2026 suggests the company is poised to capitalize on continued market optimism, mirroring general industry expectations for capital markets.

Comparison to Industry Standards

The company's 2025 total shareholder return (TSR) of $246 for a $100 initial investment significantly outperformed its peer group's average TSR of $186, indicating superior shareholder value creation.
The 56.2% increase in Investment Banking revenues to $260.4 million in 2025 demonstrates robust growth, potentially outpacing many competitors in the middle-market segment, especially given the general pick-up in M&A and equity underwriting activity across the industry.
The CEO-to-median employee pay ratio of 48:1 is within the range observed in the broader financial services industry, though specific comparisons to the identified peer group (Piper Sandler, Stifel, Raymond James, Evercore, Houlihan Lokey, Jeffries, Lazard, PJT Partners, Moelis & Company, B. Riley Financial) would provide more granular insight.
The company's commitment to a stable financial advisor headcount of 924, despite industry competition, suggests effective retention strategies compared to firms that may experience higher turnover.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer	A.G. Lowenthal	R.S. Lowenthal	May 6, 2025	Succession planning; A.G. Lowenthal stepped down as CEO and assumed Executive Chairman role for Oppenheimer & Co. Inc.
Executive Chairman of Oppenheimer & Co. Inc.	NA	A.G. Lowenthal	2025	Transition from CEO role.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Amended and Restated Certificate of Incorporation	Proposed amendment to provide indemnification and advancement of expenses to directors and officers to the fullest extent permitted by Delaware General Corporation Law (DGCL), remove irrelevant provisions, and make clarifying enhancements.	Upon filing with Secretary of State of Delaware (if approved)	Strengthens protections for directors and officers, aligning with common public company practices and aiding in attracting/retaining qualified personnel.
Director Education	Commencing in 2026, the Company and each director obtained a membership in the National Association of Corporate Directors to provide opportunities for significant in-person and virtual director education sessions.	2026	Enhances directors' skills and knowledge, supporting effective board oversight and governance.
Compensation Recovery Policy	Policy updated in October 2023 to permit recovery of incentive-based compensation in specified circumstances, particularly in the event of an accounting restatement due to material non-compliance with financial reporting requirements.	October 2023	Strengthens accountability for executive officers and aligns compensation with accurate financial performance, mitigating risk.

Related Party Transactions

R.S. Lowenthal, the Chief Executive Officer, is the son of A.G. Lowenthal, the Chairman of the Board of Directors.
Charles Pruzan, an Oppenheimer employee in the Equities Division, is the grandson of A.G. Lowenthal and nephew of R.S. Lowenthal.
Certain directors, executive officers, and senior officers maintained margin accounts with Oppenheimer, which are on substantially the same terms as those for non-affiliated persons and do not involve more than normal collectability risk.

Stakeholder Impact

Shareholders (Class B): Directly impacted by voting on directors, auditors, executive compensation, and corporate charter changes. A.G. Lowenthal's controlling stake in Class B stock ensures proposals will pass.
Shareholders (Class A): Entitled to listen and view the meeting, and submit questions, but have no voting rights on the proposals. Benefit from strong financial performance, dividends, and share buybacks.
Directors and Officers: Benefit from proposed indemnification and advancement of expenses, reducing personal liability risk. Compensation structure aims to attract and retain high-caliber individuals.
Employees: Benefit from competitive compensation programs, including annual bonuses and share-based awards. New wealth management training program and stable headcount indicate investment in human capital.
Customers: Benefit from the company's strong financial health and continued investment in services, including institutional equities and fixed income.
Regulators: The company's adherence to NYSE, SEC, Sarbanes-Oxley, and Dodd-Frank requirements, along with robust compliance committees, demonstrates commitment to regulatory compliance.

Next Steps

Annual Meeting of Stockholders to be held virtually on May 4, 2026.
Class B stockholders to vote on director elections, auditor ratification, executive compensation, and Amended and Restated Certificate of Incorporation.
Voting results to be filed in a Current Report on Form 8-K within four business days of the meeting.
Company intends to continue its share repurchase program indefinitely.
Stockholder proposals for the 2027 annual meeting must be submitted prior to January 31, 2027.

Key Dates

Date	Description
1967	A.G. Lowenthal began working in the securities industry.
1981	Paul M. Friedman began 27 years at Bear Stearns & Co. Inc.
1983	Timothy M. Dwyer was a certified public accountant with Arthur Andersen & Co. in Illinois.
1984	Teresa A. Glasser was Assistant Professor of Finance at Rutgers University.
1985	A.G. Lowenthal joined the Board and became Chairman of the Board of Directors.
1985	Timothy M. Dwyer left Arthur Andersen & Co.
1986	Teresa A. Glasser became Assistant Professor of Finance at Bentley College.
1986	Stacy J. Kanter was a law clerk for Honorable Raymond J. Dearie.
1987	Timothy M. Dwyer became Vice President at Salomon Brothers Inc.
1987	Teresa A. Glasser joined Merrill Lynch Pierce Fenner & Smith Inc.
1989	Suzanne E. Spaulding began 6 years at the CIA.
1993	Timothy M. Dwyer became Managing Director at Donaldson, Lufkin & Jenrette.
1993	PricewaterhouseCoopers LLP began serving as independent registered public accounting firm.
1995	Suzanne E. Spaulding served as General Counsel for the Senate Select Committee on Intelligence.
1998	Teresa A. Glasser left Merrill Lynch Pierce Fenner & Smith Inc.
1999	R.S. Lowenthal joined the Company.
1999	Teresa A. Glasser joined KPMG LLP.
2000	Teresa A. Glasser left KPMG LLP.
2001	Teresa A. Glasser rejoined Merrill Lynch Pierce Fenner & Smith Inc.
2002	Timothy M. Dwyer became Managing Director at Greenhill & Company.
2002	Teresa A. Glasser joined Credit Suisse First Boston Inc.
2002	Teresa A. Glasser joined IBM Corp.
2003	Brad M. Watkins graduated from New York University's Stern School of Business.
2003	Suzanne E. Spaulding served as minority staff director for the US House of Representatives Permanent Committee on Intelligence.
2005	Timothy M. Dwyer left Greenhill & Company.
2005	Teresa A. Glasser left Credit Suisse First Boston Inc.
2005	Teresa A. Glasser left IBM Corp.
2006	Timothy M. Dwyer founded Entitle Direct Group, Inc.
2006	Evan Behrens was a Portfolio Manager and Partner at Level Global Investors.
2006	R. Lawrence Roth became Chief Executive Officer of AIG Advisors Group.
2007	Evan Behrens left Level Global Investors.
2007	Teresa A. Glasser became Chief Risk Officer for Bunge Ltd.
2008	Evan Behrens joined SEACOR Holdings Inc.
2008	Paul M. Friedman left Bear Stearns & Co. Inc.
2008	Paul M. Friedman became Managing Director at Mariner Investment Group, LLC.
2009	Evan Behrens became Senior Vice President with SEACOR Holdings Inc.
2009	Paul M. Friedman left Mariner Investment Group, LLC.
2009	Paul M. Friedman became Senior Managing Director and Chief Operating Officer of Guggenheim Securities LLC.
2010	Teresa A. Glasser left Bunge Ltd.
2011	Teresa A. Glasser became Deputy Director of the Office of Financial Research (US Treasury).
2011	The Company established a compensation recovery (clawback) policy.
2011	The Company conducted an advisory stockholder vote on executive compensation.
2012	Evan Behrens became Chairman of the Board of Trailer Bridge, Inc.
2013	R.S. Lowenthal became a member of the Board.
2013	Evan Behrens became a board member of Penford Corporation.
2013	Teresa A. Glasser became Managing Director at JPMorgan Chase.
2013	R. Lawrence Roth left AIG Advisors Group.
2013	R. Lawrence Roth became Chief Executive Officer of Realty Capital Securities.
2013	Deloitte & Touche LLP began serving as independent registered accounting firm.
2014	Evan Behrens became a board member of Global Marine Systems.
2014	R. Lawrence Roth left Realty Capital Securities.
2014	R. Lawrence Roth became Chief Executive Officer of Cetera Financial Group.
2014	The Company conducted an advisory stockholder vote on executive compensation.
2015	Paul M. Friedman joined the Board.
2015	Evan Behrens left Penford Corporation.
2015	Evan Behrens left Global Marine Systems.
2015	Paul M. Friedman left Guggenheim Securities LLC.
2015	The Board of Directors formed a Compliance Committee in July.
2016	Evan Behrens joined the Board.
2016	Timothy M. Dwyer joined the Board.
2016	Evan Behrens became a board member of Continental Insurance Group, Ltd.
2016	Paul M. Friedman became a director of Tiptree, Inc.
2016	Paul M. Friedman became a director of Rithm Property Trust.
2016	Teresa A. Glasser became an independent consultant.
2016	R.S. Lowenthal became Head of the Company's Investment Banking business.
2016	R. Lawrence Roth left Cetera Financial Group.
2016	R. Lawrence Roth became Managing Partner of Ascentix Partners.
2017	Evan Behrens left Trailer Bridge, Inc.
2017	Evan Behrens left SEACOR Holdings Inc.
2017	Evan Behrens became a board member of SEACOR Marine Holdings Inc.
2017	Evan Behrens left Continental Insurance Group, Ltd.
2017	Teresa A. Glasser left JPMorgan Chase.
2017	Teresa A. Glasser became Data Strategy and Analytics Principal at FRG.
2017	The Company's compensation recovery (clawback) policy was amended in March.
2018	Teresa A. Glasser joined the Board in May.
2018	R. Lawrence Roth joined the Board in July.
2018	Suzanne E. Spaulding became Senior Adviser at the Center for Strategic and International Studies.
2019	Evan Behrens served on the board of Harte Hanks, Inc.
2019	Stacy J. Kanter became an independent board member and Chair of the Audit Committee of Applied Therapeutics, Inc.
2019	Stacy J. Kanter was a partner at Skadden, Arps, Slate, Meagher & Flom LLP until 2019.
2020	Evan Behrens became a board member of Hornbeck Offshore Services, Inc. in July.
2020	R. Lawrence Roth became Lead Independent Director of Kingswood Acquisition Corp. in October.
2020	Oppenheimer Principal Investments LLC (OPI) was formed in December.
2020	The Company conducted an advisory stockholder vote on executive compensation.
2021	Evan Behrens left the board of Harte Hanks, Inc.
2021	Teresa A. Glasser became an independent board member of Global Legal Entity Identifier Foundation (GLEIF).
2021	R.S. Lowenthal was appointed President of the Company.
2021	The Company adopted the Oppenheimer & Co. Inc. Investment Banking and Capital Markets Deferred Compensation Plan (CMDP) on December 15.
2022	Brad M. Watkins joined the Company as Executive Vice President and Chief Financial Officer on August 1.
2023	Teresa A. Glasser became Chair of GLEIF.
2023	Teresa A. Glasser served on the Federal Advisory Committee for the Office of Financial Research, US Treasury.
2023	The Company's compensation recovery (clawback) policy was amended in October.
2023	The Company conducted an advisory stockholder vote on executive compensation.
2024	Suzanne E. Spaulding joined the Board in March.
2024	R. Lawrence Roth resigned from Kingswood Acquisition Corp. in March.
2024	The Company's 2014 Incentive Plan expired by its terms on February 26.
2024	The Company's 2024 Incentive Plan was adopted effective March 1 and ratified by stockholders on May 6.
2024	The Board of Directors approved a share repurchase program on March 1, authorizing up to 518,000 shares.
2024	The Company purchased and canceled 243,806 shares of Class A Stock for $9.6 million ($39.39 per share) during the year.
2024	Aggregate insurance coverage for directors and officers was $38.5 million between November 30, 2024, and November 30, 2025.
2025	The U.S. economy remained in growth mode with real GDP growth around 2%.
2025	S&P 500 closed at 6845.5 (up 17.9%) at year-end.
2025	Dow Jones Industrial Average reached 48,063.29 (up 14.9%).
2025	NASDAQ Composite reached 23,241.99 (up 21.1%).
2025	Unemployment remained low at 4.6%.
2025	A.G. Lowenthal stepped down as CEO in February, effective at the close of the 2025 Annual Meeting.
2025	R.S. Lowenthal was appointed CEO of the Company and Oppenheimer, effective May 6.
2025	A.G. Lowenthal was named Executive Chairman of Oppenheimer & Co. Inc. in 2025.
2025	The Audit Committee discussed and recommended the payment of four quarterly dividends and a special dividend of $1.00 per share in the fourth quarter.
2025	The Company purchased and canceled 46,292 shares of Class A Stock for $3.0 million ($64.36 per share) during the year.
2025	The Company's Annual Report on Form 10-K for the year ended December 31, 2025, is available.
2025	The Compensation Committee awarded 203,375 shares of restricted Class A Stock to employees on January 29.
2025	Mr. A.G. Lowenthal was awarded 32,500 shares and Mr. R.S. Lowenthal was awarded 15,000 shares on January 29.
2025	The Company's obligation related to the CMDP totaled $28,947,292 at December 31.
2025	Directors and Officers Insurance coverage was renewed effective November 30, 2025, at an annual premium of $525,386.
2026	The Annual Meeting of Stockholders will be held virtually on Monday, May 4, 2026, at 4:30 P.M. (New York time).
2026	The record date for stockholders entitled to vote at the Annual Meeting is March 6, 2026.
2026	The proxy statement is dated March 13, 2026, and first mailed to Class B stockholders on or about March 16, 2026.
2026	Deloitte & Touche LLP has been reappointed as independent auditors for the 2026 fiscal year.
2026	The Compensation Committee awarded 330,440 shares of restricted Class A Stock to employees on February 6.
2026	Mr. A.G. Lowenthal was awarded 40,000 shares and Mr. R.S. Lowenthal was awarded 100,000 shares on February 6.
2026	Mr. R.S. Lowenthal's base salary for 2026 is approved at $500,000.
2026	Mr. A.G. Lowenthal's base salary for 2026 is continued at $500,000.
2026	The Company and each director obtained a membership in the National Association of Corporate Directors commencing in 2026.
2027	Stockholder proposals for the next annual meeting must be submitted prior to January 31, 2027.

Recommendation

strong buy

The filing reveals exceptional financial performance in 2025, with significant revenue and earnings growth, record AUM/AUA, and a substantial increase in Investment Banking revenues. The company's total shareholder return significantly outperformed its peer group, indicating strong operational execution and value creation. The declaration of a special dividend further signals financial strength and a commitment to shareholder returns. While the share price has moved significantly, the continued share buyback program and positive outlook for M&A and IPO activity in 2026 suggest continued upside potential. The robust corporate governance and successful CEO succession also provide stability. These factors collectively point to a compelling investment opportunity.

Keywords

Oppenheimer Holdings, SEC Filing, Proxy Statement, Financial Services, Investment Banking, Wealth Management, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, Shareholder Meeting, Financial Performance, Dividends, Share Buyback, Risk Management, Compliance, Capital Markets, Asset Management

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