You Are Cordially Invited to Attend the 2020 Annual Meeting of Stockholders of Cowen Inc
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May 22, 2020 Dear Fellow Stockholder: You are cordially invited to attend the 2020 Annual Meeting of Stockholders of Cowen Inc. to be held on June 22, 2020, 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. Sincerely, Jeffrey M. Solomon Chief Executive Officer Notice of 2020 Annual Meeting of Stockholders Date: June 22, 2020 Time: 10:00 a.m., Eastern Daylight Time Access:* The 2020 Annual Meeting of Stockholders of Cowen Inc. can be accessed virtually at www.meetingcenter.io/221758456 * In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our stockholders, members of our Board of Directors and management, and taking into account recent federal, state and local guidance that has been issued, our Board of Directors has determined that the 2020 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 2020 Annual Meeting, please see “Questions and Answers About the Annual Meeting and Voting” in the attached proxy statement. Purpose: 1. To elect nine members to the Board of Directors of Cowen Inc., each for a one-year term. 2. To conduct an advisory vote to approve the compensation of the named executive officers disclosed in the attached proxy statement (“say-on-pay” vote). 3. To ratify the appointment of KPMG LLP as the independent registered public accounting firm for Cowen Inc. for the fiscal year ending December 31, 2020. 4. To approve the adoption of the 2020 Equity Incentive Plan. 5. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. Record Date: May 15, 2020 — 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 15, 2020 will be available via a secure link that will be provided during the 2020 Annual Meeting. The link will provide a protected PDF version of the list of stockholders of record as of May 15, 2020. By Order of the Board of Directors Owen S. Littman Secretary May 22, 2020 Important Notice Regarding the Availability of Proxy Materials for the 2020 Annual Meeting of Stockholders to Be Held on June 22, 2020. The Proxy Statement and Annual Report to stockholders are also available at www.cowen.com/annualreports.html YOUR VOTE IS IMPORTANT! Whether or not you plan to attend the meeting, please submit your proxy card or voting instructions promptly so that we can be assured of having a quorum present at the meeting and so that your shares may be voted in accordance with your wishes. Most stockholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. Proxy Statement Table of Contents Page Page Questions and Answers About the Annual Beneficial Ownership of Directors, Meeting and Voting ............... 1 Nominees and Executive Officers .... 42 Item 1. Election of Directors ........... 6 Beneficial Owners of More than Five Director not Standing for Re-election .... 8 Percent of Our Class A Common Information Regarding the Board of Stock ....................... 43 Directors and Corporate Governance . 9 Certain Relationships and Related Corporate Governance Guidelines ..... 9 Transactions .................... 44 Director Independence ............. 9 Compensation Committee Interlocks and Insider Participation ............. 44 Board Leadership Structure ......... 10 Transactions in which Related Persons Director Stock Ownership Guidelines . 10 have a Material Interest ........... 44 The Board’s Role in Risk Oversight .... 10 Review and Approval of Transactions Board Meetings and Attendance ...... 11 with Related Persons ............. 44 Director Attendance at Annual Meeting Audit Committee Report and Payment of of Stockholders ................ 11 Fees to our Independent Registered Committees of the Board ........... 11 Public Accounting Firm ............ 46 Executive and Director Compensation Audit Committee Report ........... 46 Processes ..................... 13 Independent Registered Public Director Nomination Process ........ 13 Accounting Firm Fees and Other Procedures for Contacting the Board of Matters ...................... 47 Directors ..................... 14 Auditor Services Pre-Approval Policy . 47 Code of Business Conduct and Ethics . 14 Item 3. Ratification of Selection of Director Compensation ............ Independent Registered Public Accounting Director Compensation Table ........ 14 Firm .......................... 48 Narrative Disclosure Relating to Director Item 4. Approval of the 2020 Equity Compensation Table ............. 15 Incentive Plan ................... 49 Executive Officers of the Company ...... 15 Shares Available under the 2020 Equity Item 2. Advisory Vote on Named Executive Incentive Plan ................. 50 Officer Compensation .............. 17 Certain Federal Income Tax Executive Compensation — Compensation Consequences ................. 53 Discussion and Analysis ............ 18 New Plan Benefits ................ 55 Compensation Committee Report ....... 32 Securities Authorized for Issuance Under Summary Compensation Table ....... 32 Equity Compensation Plans ....... 55 Grants of Plan-Based Awards ........ 33 Stockholder Proposals for the 2021 Annual Meeting ....................... 56 Narrative Disclosure Relating to Summary Compensation Table and Annual Report to Stockholders and Grants of Plan-Based Awards Table . 33 Form 10-K ..................... 57 Outstanding Equity Awards at 2019 Householding ..................... 57 Fiscal Year End ................ 37 Other Matters ..................... 57 Option Exercises and Stock Vested .... 38 Appendix I — Proposed Cowen Inc. Potential Payments Upon Termination or 2020 Equity Incentive Plan .......... A-1 Change In Control .............. 38 PayRatio...................... 41 i PROXY STATEMENT 2020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 22, 2020 The Board of Directors, or the Board, of Cowen Inc., Cowen or the Company, is soliciting proxies for use at the annual meeting of stockholders to be held on June 22, 2020, or the annual meeting, to be conducted online only, via live webcast. There will be no physical location for stockholders to attend in person. Stockholders may attend the annual meeting by logging in at www.meetingcenter.io/221758456. The password for the annual meeting is COWN2020. This proxy statement and the enclosed proxy card are first being mailed or given to stockholders on or about May 22, 2020. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING What is the purpose of the meeting? At our annual meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders. These include the election of directors, an advisory vote to approve the compensation of our named executive officers, the ratification of the selection of our independent registered public accounting firm for 2020 and the approval of the 2020 Equity Incentive Plan. Also, management will report on matters of current interest to our stockholders and respond to questions from our stockholders. Who is entitled to vote at the meeting? The Board has set May 15, 2020 as the record date for the annual meeting. If you were a stockholder of record at the close of business on May 15, 2020, you are entitled to vote at the meeting. As of the record date 27,688,071 shares of Class A common stock, representing all of our voting stock, were issued and outstanding and, therefore, eligible to vote at the meeting. What are my voting rights? Holders of our Class A common stock are entitled to one vote per share. There are currently no shares of our non-voting Class B common stock outstanding. Therefore, a total of 27,688,071 votes are entitled to be cast at the meeting. There is no cumulative voting. How many shares must be present to hold the meeting? In accordance with our bylaws, shares equal to a majority of our capital stock issued and outstanding and entitled to vote as of the record date must be present at the annual meeting in order to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the meeting if: • you are present online and vote at the meeting; or • you have properly and timely submitted your proxy as described below under “How do I submit my proxy?” What is a proxy? A proxy is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We refer to this as your “proxy vote.” Two of our officers, Jeffrey M. Solomon, our Chief Executive Officer, and Owen S. Littman, our General Counsel and Secretary, have been