Cowen Announces Election of Directors and Corporate Governance Changes

NEW YORK–(BUSINESS WIRE)–Jun. 3, 2014–
Cowen Group, Inc. (“Cowen”) (NASDAQ:COWN) today announced that at our
Annual Meeting of Stockholders each of Peter A. Cohen, Katherine
Elizabeth Dietze
, Steven Kotler, Jerome S. Markowitz, Jack H. Nusbaum, Jeffrey M. Solomon and Joseph R. Wright was re-elected for a one-year
term to our Board of Directors.

Cowen announced at the Annual Meeting that Thomas W. Strauss, who is
employed as our Vice Chairman and Chairman of Ramius LLC, our investment
management subsidiary, resigned from the Board and did not stand for
re-election at the Annual Meeting. Mr. Strauss will continue in his
executive positions as our Vice Chairman and Chairman of Ramius LLC. In
addition, we announced that Joseph R. Wright stepped down from the
Compensation Committee, but will remain on the Board. Katherine
Elizabeth Dietze
, another one of our independent directors, was
appointed to the Compensation Committee to replace him.

We also announced at the Annual Meeting that we are in the process of
searching for an additional independent director to add to our Board and
we will appoint an additional independent director as promptly as
practicable upon finding a suitable candidate.

These changes were made following the issuance of a report by one of the
proxy advisory firms which included a recommendation that stockholders
withhold their votes for certain of our director nominees at our Annual
Meeting because a majority of our Board of Directors is not independent
according to that firm’s guidelines. A majority of the Board has
historically been independent under the rules and regulations of both
NASDAQ and the Securities and Exchange Commission as well as pursuant to
the guidelines of the proxy advisory firm. We recently made certain
changes to our Board and Compensation Committee composition following
the unexpected resignation from our Board on March 15, 2014 of one of
our independent directors, John E. Toffolon, Jr., for personal reasons.
Following these changes, a majority of our Board remained independent
under the rules and regulations of both NASDAQ and the Securities and
Exchange Commission
and our Compensation Committee remained independent
under all applicable guidelines. However, these changes inadvertently
caused a majority of our Board to no longer be independent under the
proxy advisory firm’s guidelines.

The changes we are announcing today will ensure that our governance is
aligned with the guidelines of our stockholders and their proxy
advisors. As a result of these changes, a majority of the Board is
independent according to all applicable guidelines.

About Cowen Group, Inc.

Cowen Group, Inc. is a diversified financial services firm and, together
with its consolidated subsidiaries, provides alternative asset
management, investment banking, research, and sales and trading services
through its two business segments: Ramius and its affiliates make up the
Company’s alternative investment segment, while Cowen and Company and
its affiliates make up the Company’s broker-dealer segment. Ramius
provides alternative asset management solutions to a global client base
and manages a significant portion of Cowen’s proprietary capital. Cowen
and Company
and its affiliates offer industry focused investment banking
for growth-oriented companies, domain knowledge-driven research and a
sales and trading platform for institutional investors. Founded in 1918,
the firm is headquartered in New York and has offices located in major
financial centers around the world.

Source: Cowen Group, Inc.

Media:
Sard Verbinnen & Co
Dan Gagnier/Carissa
Felger
212-687-8080

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