DEF 14A of Raymond James Financial Inc
Filed Jan 8, 2025 · FY20240000720005-25-000008
>10 years
>10 years
>10 years
| | 6.6 average years of service |
>10 years
Board Nominees Skills Matrix The information below summarizes the range of selected qualifications and experiences that each director nominee brings to our Board.
>10 years
| Director Nominee | | | | | | | | | Financial Industry Experience | Public Company Chair and/or CEO Experience | Financial Reporting | Corporate Governance | Risk Management | Information Technology | | Marlene Debel | | | | | | | | Jeffrey N. Edwards | | | | | | | | Benjamin C. Esty | | | | | | | | Art A. Garcia | | | | | | | | Anne Gates | | | | | | | | Gordon L. Johnson | | | | | | | | Raymond W. McDaniel, Jr. | | | | | | | | Roderick C. McGeary | | | | | | | | Cecily M. Mistarz | | | | | | | | Paul C. Reilly | | | | | | | | Raj Seshadri | | | | | | | | Paul M. Shoukry | | | | | | |
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| 10 | |
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Governance Highlights
>10 years
| Board Independence and Qualifications | •Ten of our current 12 directors, and ten of our 12 director nominees, are non-executive directors who have been deemed independent under Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) rules •All of our Board committees other than the CPC are composed exclusively of independent directors •Nominees to our Board may not serve on more than three (3) other public company boards | | Board Diversity and Refreshment | •42% of our director nominees are people of color •33% of our director nominees are women •Non-executive directors may serve for no more than 15 years | | Accountability | •Directors are elected for one-year terms •Directors must receive a majority vote of our shareholders to be re-elected •Special meetings of shareholders may be called by holders of 10% or more of our common shares •Our shareholders may act by written consent in lieu of a meeting •We do not maintain a shareholder rights plan, or “poison pill” •We maintain a Director Code of Conduct applicable to the Board •We maintain a robust compensation recoupment (“clawback”) policy applicable to executive officers, with triggers including materially imprudent judgment causing financial or reputational harm, along with a separate Dodd-Frank Clawback Policy in line with NYSE requirements •We maintain a proxy access by-law under which holders (or a group of up to 20 holders) of 3% of our shares continuously for at least 3 years may nominate up to the greater of 20% of our Board or two director candidates for inclusion in our proxy statement | | Lead Independent Director | •A lead independent director, selected by our non-executive directors, operates pursuant to a separate written charter •Duties include presiding over executive sessions, recommending agenda topics, facilitating annual self-evaluation of the Board and its committees, assisting in the performance evaluation of our CEO, and CEO succession planning | | Board Oversight of Risk Management | •Our Board exercises oversight of management’s responsibilities to assess and manage our key risks •The Board has delegated aspects of its oversight responsibility to its principal committees | | Board Practices | •Our Board and committees annually review their effectiveness with a questionnaire and confidential one-on-one interviews coordinated by a third-party facilitator or the lead independent director, who reports on results in person to the Board •Evaluation includes review of individual director contributions to the Board by each other director •The Board continually adjusts its nomination criteria, with the goal that the Board continues to reflect an appropriate mix of skills and experience | | Executive Sessions | •Non-executive directors hold executive sessions without management present at least four times per year •The lead independent director presides over these executive sessions •Each major Board committee generally holds executive sessions at regularly scheduled meetings | | Share Ownership Requirements and Trading Limitations | •Robust stock ownership policy requires directors and executive officers to maintain meaningful ownership levels in our stock •Policy restricts trading by directors and executive officers and prohibits certain types of transactions, including use of options, short sales, hedging and pledging of our stock |
>10 years
| 2025 PROXY STATEMENT | 11 |
>10 years
| Proposal 2 Advisory Vote on Executive Compensation | | | The Board recommends a vote FOR this proposal. | See page 38 |
>10 years
Overview We are asking our shareholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement in accordance with the SEC’s rules. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation. The following charts present the mix of compensation elements actually received for 2024 performance by our chief executive officer ("CEO") and our other NEOs (average, excluding retirement plan contributions):
Say-on-Pay Proposal in 2024
| Type | Pay Element | Purpose | Link to Strategy | | | Base Salary | •Provides base level of pay | •Competitive salaries attract and retain key talent | | | Annual Bonus - Cash | •Provides competitive incentive opportunity | •Rewards executives who achieve strategic and financial goals that are important for creating shareholder value •Attracts and retains key talent | | | Annual Bonus - Equity (Restricted Stock Units or "RSUs") | •Aligns executives with shareholder interests •Time-vesting awards encourage retention by vesting at end of 3-year period (if not otherwise retirement eligible) •Performance vesting awards vest based on company’s achievement of Adjusted ROE(1) and relative total shareholder return (“rTSR”) thresholds, thus further aligning executives with long-term shareholder interests | •Time-vesting awards serve as a long-term retention tool •Performance-vesting awards encourage executives to focus on key financial metrics where final payout is dependent on company performance and stock price growth | | | Management Awards - RSUs | •Aligns executives with shareholder interests •Encourages retention by longer vesting period, generally over a five-year period (if not otherwise retirement eligible) | •Serves as a long-term retention tool and further aligns our executives with our shareholders | | | Retirement Plan Contributions | •Profit Sharing, Employee Stock Ownership Plan (“ESOP”) and Long-Term Incentive Plan (“LTIP”) align executives with shareholder interests since contributions are based on company financial results. 401(k) Plan facilitates retirement savings. | •Provide competitive benefits package and further align executives with our shareholders |
Say-on-Pay Proposal in 2024
| What We Do | What We Don’t Do | | Pay for performance Use deferred compensation Performance-based equity awards Long vesting periods “Clawback” policies Meaningful stock ownership requirements “Double triggers” for accelerated vesting of equity Limited perquisites | No employment agreements No dividends on unearned performance-based or unvested U.S. time-based awards No “gross ups” No pledging by insiders No short selling or hedging by insiders No option re-pricing |
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>10 years
>10 years
| | 6.6 average years of service |
>10 years
| 2025 PROXY STATEMENT | 15 |
>10 years
Director Qualifications The Board believes there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position on the Board, including that such nominee: •demonstrates high standards of integrity and character •may not be on the boards of more than three (3) other public companies •offers important perspectives on some aspect of the company’s business, based on experience •may not be subject to certain convictions or judgments of courts or regulatory authorities The table below summarizes the range of selected qualifications and experiences that each director nominee brings to our Board. The skills included in this table are evaluated against our strategy so that the table can serve as an up-to-date tool for identifying director nominees who collectively have the complementary experience and skills to guide the company. This summary is not intended to be a complete description of all of the skills and attributes possessed by each director nominee. Additional information about each Board member’s background, business experience and other matters, as well as a description of how each individual’s experience qualifies him or her to serve as a director, is provided below under the heading “Director Biographies”.
>10 years
| Director Nominee | | | | | | | | | Financial Industry Experience | Public Company Chair and/or CEO Experience | Financial Reporting | Corporate Governance | Risk Management | Information Technology | | Marlene Debel | | | | | | | | Jeffrey N. Edwards | | | | | | | | Benjamin C. Esty | | | | | | | | Art A. Garcia | | | | | | | | Anne Gates | | | | | | | | Gordon L. Johnson | | | | | | | | Raymond W. McDaniel, Jr. | | | | | | | | Roderick C. McGeary | | | | | | | | Cecily M. Mistarz | | | | | | | | Paul C. Reilly | | | | | | | | Raj Seshadri | | | | | | | | Paul M. Shoukry | | | | | | |
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| 16 | |
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Director Biographies
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| Age: 58 Director Since: 2020 RJF Committees •Risk (Chair since 2023) •Audit •Capital Planning Other Public Directorships •Current: None •Former (past 5 years): None | Marlene Debel Non-Executive Director | | | Career Highlights •MetLife, Inc., a leading global provider of insurance, annuities, employee benefits and asset management services ▷Executive Vice President, Chief Risk Officer and Head of MetLife Insurance Investments (2023 – present) ▷Executive Vice President and Chief Risk Officer (2019 – 2023) ▷Executive Vice President and Head of Retirement & Income Solutions (2018 – 2019) ▷Executive Vice President and Chief Financial Officer, U.S. Business (2016 – 2018) ▷Executive Vice President and Treasurer (2011 – 2016) •Global Head of Liquidity Risk Management and Rating Agency Relations, Bank of America (2009 – 2011) •Assistant Treasurer, Merrill Lynch & Co., Inc. (2007 – 2008) | | | Other Professional Experience and Community Involvement •Foundation Board Member, LaGuardia Community College •Former Board Member, Women’s Forum of New York | | | Key Experience and Qualifications •Finance and risk management experience: Deep knowledge of finance and more than three decades of experience in financial, strategic and risk management •Financial services management and leadership: Proven business leader who has helped guide organizations through periods of significant growth and change |
>10 years
| Age: 63 Director Since: 2014 RJF Committees •Nominating and Corporate Governance •Compensation and Talent •Capital Planning Other Public Directorships •Current: American Water Works Company, Inc., AAR Corp. •Former (past 5 years): None | Jeffrey N. Edwards Non-Executive Director | | | Career Highlights •New Vernon Advisers, LP, a registered investment advisor ▷Vice Chairman (2024 – present) ▷Chief Operating Officer (2009 – 2024) •Merrill Lynch & Co., Inc., a global financial services company ▷Vice Chairman (2007 – 2009) ▷Chief Financial Officer (2005 – 2007) ▷Head of Investment Banking for the Americas (2004 – 2005) ▷Head of Global Capital Markets and Financing (2003 – 2005) ▷Co-head of Global Equities (2001 – 2003) | | | Other Professional Experience and Community Involvement •Director, The NASDAQ Stock Market (2004 – 2006) •Director, Medusind, Inc., a medical billing company (2012 – 2019) | | | Key Experience and Qualifications •Financial services industry: More than two decades of capital markets and corporate finance experience at a global financial services firm •Review and preparation of financial statements: Experience as CFO of large financial services company provides valuable insights to our Board |
>10 years
| 2025 PROXY STATEMENT | 17 |
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| Age: 62 Director Since: 2014 RJF Committees •Compensation and Talent (Chair since 2024) •Nominating and Corporate Governance Other Public Directorships •Current: None •Former (past 5 years): None | Benjamin C. Esty Non-Executive Director | | | Career Highlights •Harvard University Graduate School of Business Administration ▷Professor of Business Administration teaching corporate finance, corporate strategy and leadership (1993 – present) ▷Roy and Elizabeth Simmons Professor of Business Administration (tenured, 2005 –present) ▷Head of the Finance Department (2009 – 2014) ▷Founding faculty Chairman, General Management Program (GMP), a comprehensive leadership program for senior executives | | | Other Professional Experience and Community Involvement •Director and Chair of Audit and Risk Committee, Harvard Business Publishing Group, a not-for-profit education company (2018 - 2023) •Eaton Vance family of mutual funds ▷Independent Trustee (2005 – 2013) ▷Chairman, Portfolio Management Committee (2008 – 2013) •Finance and Investment Committee, Deaconess Abundant Life Communities, a not-for-profit continuing care retirement community (2017 – present) •Director, The GEM Group (2020 – present), a private seller of promotional products | | | Key Experience and Qualifications •Finance, investment and risk management: Extensive knowledge of finance and deep experience in the mutual fund / investment management business, including evaluation of fund performance, investment strategies, acquisition analysis, valuation analysis, trading, and risk management •Financial services industry: Provides valuable insight to the company’s investment banking, commercial banking, and asset management businesses, as well as its financing activities •Executive leadership development: Experience in leadership development assists Board in oversight of management succession |
>10 years
| Age: 63 Director Since: 2023 RJF Committees •Risk •Capital Planning Other Public Directorships •Current: ABM Industries Incorporated; American Electric Power Company, Inc.; Elanco Animal Health Incorporated •Former (past 5 years): None | Art A. Garcia Non-Executive Director | | | Career Highlights •Ryder System, Inc., a commercial fleet and supply chain management solutions company ▷Executive Vice President and Chief Financial Officer (2010 – 2019) ▷Senior Vice President, Controller and Chief Accounting Officer (2002 – 2010) ▷Group Director of Accounting Services (2000 – 2002) •Coopers & Lybrand LLP (1984 - 1997) ▷Senior Manager of Business Assurance | | | Other Professional Experience and Community Involvement •Certified Public Accountant | | | Key Experience and Qualifications •Review and preparation of financial statements: Extensive business, financial, and investor relations experience culminating in the role of chief financial officer •Finance management experience: Accomplished background in corporate finance, accounting, financial management, mergers and acquisitions and supply chain management •Risk management experience: Relevant expertise in risk management, highly regulated industries, corporate safety and strategic development |
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| 18 | |
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| Age: 65 Director Since: 2018 RJF Committees •Nominating and Corporate Governance (Chair since 2022) •Audit Other Public Directorships •Current: The Kroger Company; Tapestry, Inc. (Chair) •Former (past 5 years): None | Anne Gates Non-Executive Director | | | Career Highlights •President, MGA Entertainment, Inc., a developer, manufacturer and marketer of toy and entertainment products for children (2014 – 2017) •The Walt Disney Company, a diversified multinational mass media and entertainment conglomerate (1991 – 2012) ▷Executive Vice President, Chief Financial Officer—Disney Consumer Products (2000 – 2007, 2009 – 2012) ▷Managing Director—Disney Consumer Products Europe and Emerging Markets (2007 – 2009) ▷Senior Vice President of Operations, Planning and Analysis (1998 – 2000) | | | Other Professional Experience and Community Involvement •Board of Trustees, University of California, Berkeley Foundation (2016 – present) •Board of Directors, Salzburg Global Seminar (2018 – present) •Board of Trustees, PBS SoCal (2014 – present) •Board of Trustees, Packard Foundation (2020 – present) •Board of Visitors, Columbia University Engineering School (2021 – present) •Board of Trustees, Save the Children (2023 – present) | | | Key Experience and Qualifications •Retail and consumer products insight: Over 25 years’ experience in retail and consumer products industry •International business and growth markets: Broad business background in finance, marketing, strategy and business development, including growing international businesses |
>10 years
| Age: 67 Director Since: 2010 RJF Committees •Risk •Compensation and Talent Other Public Directorships •Current: None •Former (past 5 years): None | Gordon L. Johnson Non-Executive Director | | | Career Highlights •President, Highway Safety Devices, Inc., a full-service specialty contractor (2004 – present) •Bank of America Corporation, a multinational investment bank and financial services company ▷Various managerial and executive positions (1992 - 2002) | | | Other Professional Experience and Community Involvement •Director of TriState Capital Bank (2022 - present) •Director of Raymond James Bank (2007 - present) •Director, Florida Transportation Builders Association (2007 – 2016) •Director, Santa Fe Healthcare (2008 – 2014) | | | Key Experience and Qualifications •Banking and financial services: Over 25 years of experience with unaffiliated banks •Raymond James Bank insights: Seventeen years as a director of Raymond James Bank, a significant part of our business •Entrepreneurial experience: Perspective of an entrepreneur and consumer of business-related financial services |
>10 years
| 2025 PROXY STATEMENT | 19 |
>10 years
| Age: 67 Director Since: 2023 RJF Committees •Risk •Compensation and Talent Other Public Directorships •Current: John Wiley & Sons, Inc. •Former (past 5 years): Moody'’s Corporation | Raymond W. McDaniel, Jr. Non-Executive Director | | | Career Highlights •Moody’s Corporation, a global integrated risk assessment firm ▷Non-executive Chairman (2021 – 2023) ▷Director (2003 – 2023) ▷President and Chief Executive Officer (2012 – 2020) ▷Chairman and Chief Executive Officer (2005 – 2012) ▷Chief Operating Officer (2004 – 2005) ▷Chief Executive Officer, Moody’s Investors Service (2007 – 2020) | | | Other Professional Experience and Community Involvement •Member, Board of Trustees of Muhlenberg College (2015 - present) •Member, Board of Directors of the Council for Economic Education (2003 - 2005) •Member, State Bar of New York, 1984 | | | Key Experience and Qualifications •Finance management experience: Substantial executive leadership, risk management and business operations experience, including 15 years as a chief executive officer •Financial services industry: Proven professional track record navigating worldwide markets, product strategy initiatives and corporate financial performance •Risk management experience: Pertinent expertise in risk management, regulated industries, corporate governance and strategy |
>10 years
| Age: 74 Director Since: 2015 RJF Committees •Audit (Chair since 2023) •Risk •Nominating and Corporate Governance Other Public Directorships •Current: PACCAR Inc. •Former (past 5 years): Cisco Systems, Inc. | Roderick C. McGeary Non-Executive Director | | | Career Highlights •Chairman, Tegile Systems, Inc., a manufacturer of flash storage arrays (2010 – 2012) •BearingPoint, Inc., a multinational management and technology consulting firm ▷Chairman (2004 – 2009) ▷Interim Chief Executive Officer (2004 – 2005) ▷Co-President and Co-Chief Executive Officer (1999 – 2000) •Chief Executive Officer, Brience, Inc., a provider of software that enables companies to personalize customer experiences through broadband or wireless devices (2000 – 2002) •Managing Director, KPMG Consulting LLC, a management consulting firm (April – June 2000) •KPMG LLP, the U.S. member of a global network of professional firms providing audit, tax and advisory services ▷Co-Vice Chairman of Consulting (1997 – 1999) ▷Audit Partner for various technology clients (1980 – 1988) | | | Other Professional Experience and Community Involvement •Certified Public Accountant | | | Key Experience and Qualifications •Review and preparation of financial statements: Deep accounting and auditing knowledge acquired through many years with a large public accounting firm •Leadership and governance: Decades of board and leadership experience involving multiple industries •Technology and technology risks: Leadership experience with global technology companies |
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| 20 | |
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| Age: 63 Director Since: 2024 RJF Committees •Audit •Risk Other Public Directorships •Current: None •Former (past 5 years): None | Cecily M. Mistarz Non-Executive Director | | | Career Highlights •BMO Financial Group, a leading North American bank ▷Executive Vice President and U.S. Chief Risk Officer (2014 – 2021) ▷Executive Vice President, U.S. AML Remediation (2013 – 2014) ▷Executive Vice President, U.S. Governance & Program Oversight (2012 – 2013) ▷Executive Vice President and Director, Integration Management Office (2011 – 2012) ▷Executive Vice President, Product, Strategy and Platform, Private Banking (2004 – 2010) ▷Deputy Head, Office of Strategic Management and Head, U.S. Corporate Development (1999 – 2004) and various positions of increasing responsibility (1990 - 2004) •Assistant Vice President, Corporate Banking, Commonwealth Bank of Australia (1988 – 1990) | | | Other Professional Experience and Community Involvement •Director of Raymond James Bank (2024 – present) •Director of Tristate Capital Bank (2024 – present) •Director, Pepper Construction Group, LLC, a commercial construction services company (2021 – present) •Director, Safer Foundation, a non-profit foundation dedicated to supporting people with criminal records and those coming out of prison (2011 – present) - Chair (2015 – present) | | | Key Experience and Qualifications •Risk management experience: Extensive experience in risk management, anti-money laundering compliance, and regulatory affairs in banking and financial services •Banking and financial services management: Proven leadership track record in risk management, corporate banking, wealth management, and strategy |
>10 years
| Age: 70 Director Since: 2006 RJF Committees •Capital Planning Other Public Directorships •Current: Willis Towers Watson PLC •Former (past 5 years): None | Paul C. Reilly Chair and Chief Executive Officer | | | | Career Highlights •Raymond James Financial, Inc. ▷Chair (2017 – present) ▷Chief Executive Officer (2010 – present) | ▷President (2009 – 2010) ▷Non-executive Director (2006 – 2009) ▷Chair, Audit Committee (2008 – 2009) | | | •Korn Ferry International, a global organizational consulting firm ▷Executive Chairman (2007 – 2009) ▷Chairman and Chief Executive Officer (2001 – 2007) •Chief Executive Officer, KPMG International, a global network of professional firms providing audit, tax and advisory services (1998 – 2001) •National Managing Partner, Financial Services, KPMG LLP (1995 – 1998) | | | | Other Professional Experience and Community Involvement •Member, Board at Large, Securities Industry and Financial Markets Association (SIFMA) •Member, Board of Directors, American Securities Association •Member, Board of Directors, National Leadership Roundtable •Former Member, The Florida Council of 100 •Former Member, Financial Services Roundtable •Former Cabinet Member and former Chair, Tampa Heart Walk and Heart Ball for the American Heart Association •Trustee, House of Prayer Foundation | | | | Key Experience and Qualifications •Strong leader, with prior public company CEO experience: Prior experience as chief executive officer of two complex, global organizations (one of which was a public company) brings a perspective to the Board beyond the financial services industry •Auditing and strategic consulting perspective: Background as a certified public accountant and financial services consultant •Leadership continuity: Tenure on our Board provides continuity with prior senior management | |
>10 years
| 2025 PROXY STATEMENT | 21 |
>10 years
| Age: 59 Director Since: 2019 RJF Committees •Risk •Compensation and Talent Other Public Directorships •Current: None •Former (past 5 years): None | Raj Seshadri Non-Executive Director | | | Career Highlights •Mastercard Incorporated, a global payments and technology company ▷Chief Commercial Payments Officer (2024 - present) ▷President, Data and Services (2020 - 2024) ▷President, U.S. Issuers (2016 – 2020) •BlackRock, Inc., a global asset manager ▷Managing Director, Head of iShares Wealth Advisory (2014 – 2015) ▷Managing Director, Global Chief Marketing Officer for iShares (2012 – 2013) •Citigroup, Inc., a global financial institution ▷Managing Director, Head of CitiBusiness for Citibank (2010 – 2012) ▷Managing Director, Global Head of Strategy (2008 – 2009) | | | Other Professional Experience and Community Involvement •Trustee, Mount Holyoke College (2017 – present) •Member, Global Board, American India Foundation (2019 – present) •Member, Board, New York Philharmonic (2024 – present) | | | Key Experience and Qualifications •Financial services and technology leadership: Brings a rare combination of experience from her roles at global brands in marketing, sales, business strategy, asset management, wealth management, payments, software services and business-to-business partnerships |
>10 years
| Age: 41 Director Since: 2024 RJF Committees •Capital Planning Other Public Directorships •Current: None •Former (past 5 years): None | Paul M. Shoukry President | | | Career Highlights •Raymond James Financial, Inc. ▷President (2024 – present) ▷Chief Financial Officer (2020 – 2024) ▷Treasurer (2018 – 2022) ▷Senior Vice President, Finance and Investor Relations (2017 – 2019) ▷Vice President (2012 – 2017) ▷Assistant to the Chairman (2010 – 2012) •Strategy consultant, Baldwin Bell Green (2007 - 2010) •Commercial banker, BB&T (2005 – 2007) | | | Other Professional Experience and Community Involvement •Director, ReliaQuest, LLC, a leading cybersecurity firm (2023 - present) •Certified Public Accountant (2014 - 2024) •Chair, American Heart Association - Tampa Bay Heart Ball (2024) | | | Key Experience and Qualifications •Leadership experience: Five years' combined experience as President and/or Chief Financial Officer of the company, responsible for evaluating and implementing strategy, financial reporting and controls, with a broad perspective on the company's operations and relationships with several internal and external stakeholders •Control and strategic planning perspective: Experience as key officer responsible for all financial controls and development of strategy and budget planning |
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Election of Directors Each director is elected by shareholders at our annual meeting for a term of one (1) year (subject to extension until a successor is duly elected and qualified and subject to such director’s earlier resignation or removal). Under our By-laws, unless the election is contested, each director nominee must receive a majority vote to be elected. A “majority vote” means that the number of votes cast in favor of a nominee exceeds the number of votes cast against the nominee. In a contested election, directors are elected by a plurality of the votes cast. A “plurality" vote means that the nominee who receives more votes than any other nominee is elected. In addition, each director nominee must tender an irrevocable conditional resignation to the company, to be effective only upon (i) the director’s failure to receive the required shareholder vote in an uncontested election, and (ii) Board acceptance of such resignation. If any nominee fails to receive the required vote, the N&CG Committee will recommend that the Board accept the resignation unless it determines that the best interests of the company and its shareholders would not be served by doing so. Absent such determination, the Board will accept the resignation no later than 120 days from the certification of the shareholder vote, subject to maintaining compliance with NYSE or SEC rules. The Board will promptly disclose publicly its decision to accept or reject such resignation and the reasons therefor. Director Independence For a director to be considered independent under NYSE rules, the Board must affirmatively determine that the director does not have any “material relationship” with the company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. A material relationship can include commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships. The Board has affirmatively determined that the following ten director candidates are independent under NYSE and SEC rules: Marlene Debel, Jeffrey N. Edwards, Benjamin C. Esty, Art A. Garcia, Anne Gates, Gordon L. Johnson, Raymond W. McDaniel, Jr., Roderick C. McGeary, Cecily M. Mistarz and Raj Seshadri. Each candidate has indicated that he or she would serve if elected. We do not anticipate that any nominee would be unable to stand for election, but if that were to happen, the Board may reduce the size of the Board, designate a substitute nominee or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director candidate will be cast for the substituted candidate. Director Tenure We believe that non-executive directors (those directors who are not officers or employees of the company) who have longer-term experience with the company have gained a level of familiarity with its operations that enables them to make valuable contributions to Board deliberations. As a consequence, the Board recently amended our Corporate Governance Principles to increase from 12 to 15 years the period that non-executive directors may serve - if elected by the shareholders - and to remove the clause previously permitting the Board to waive the prior 12-year limitation in extraordinary circumstances.
>10 years
| 2025 PROXY STATEMENT | 23 |
>10 years
Nominating Process and Succession Planning The N&CG Committee reviews the experience and qualifications of all potential nominees to the Board. In considering director candidates, the N&CG Committee gathers all information regarding a candidate’s background and qualifications, evaluates his or her mix of skills and qualifications, and determines the contributions that the candidate could be expected to make to the overall functioning of the Board, giving due consideration to the Board’s balance and diversity of perspectives, backgrounds and experiences. The N&CG Committee routinely considers diversity as a part of its deliberations, but does not have a formal policy regarding diversity. With respect to current directors, the N&CG Committee annually evaluates the individual’s past participation in, and contributions to, the activities of the Board. The N&CG Committee recommends director nominees to the Board based on its assessment of overall suitability to serve. Illustrated below is an overview of the process used by the N&CG Committee to identify the desired skills and experience of candidates as well as to evaluate potential candidates for the Board.
>10 years
| 1 | Candidate Recommendations | | | | •From search firms, current and former directors, management and shareholders | | | 2 | Nominating and Corporate Governance Committee | | | | •Considers skills and the current and future needs of the Board •Screens qualifications and considers diversity •Reviews independence and potential conflicts | •Interviews potential directors •Recommends nominees to the Board | | 3 | Board of Directors | | | | •Evaluates candidates, analyzes independence and other issues, interviews potential directors and selects nominees | | | 4 | Shareholders | | | | •Vote on nominees at Annual Meeting | |
>10 years
| 4 | New Non-Executive Directors Added in the past five years, bringing fresh perspectives to the Board | •Marlene Debel •Art A. Garcia | •Raymond W. McDaniel, Jr. •Cecily M. Mistarz |
>10 years
Nominations by Shareholders The N&CG Committee will consider candidates recommended for nomination to the Board by shareholders under Florida law and our By-laws. Our By-laws contain advance notice and a number of other requirements applicable to any shareholder nomination, including a description of the information that must be included with any such proposal. The manner in which the committee evaluates candidates recommended by shareholders would be generally the same as for any other candidate. However, the N&CG Committee would also consider information concerning any relationship between a shareholder recommending a candidate and the candidate to determine if the candidate can represent the interests of all shareholders. The committee would not evaluate a candidate recommended by a shareholder unless, among the other requirements of our By-laws, the shareholder’s proposal contained all of the information necessary to conduct an evaluation. In addition, our By-laws contain a "proxy access" provision that allows a shareholder, or a group of up to twenty (20) shareholders, who have owned at least 3% of the shares of our common stock outstanding for at least three (3) years, to nominate the greater of two (2) directors or 20% of the total number of directors for election, utilizing our proxy statement for the annual shareholders meeting, subject to certain limitations and eligibility requirements. For information regarding shareholder proposal deadlines, please see below under “Additional Information — Shareholder Proposals for the 2026 Annual Meeting.”
>10 years
| 24 | |
>10 years
Role of the Board Raymond James’ business and affairs are managed under the direction of the Board of Directors. The role of the Board is to oversee management of the company in its efforts to enhance shareholder value and conduct the company’s business in accordance with its mission statement. In this vein, the Board’s duties include assisting management with assessing long-range strategies for the company and evaluating management performance. Corporate Governance Principles The Board has adopted Corporate Governance Principles, which are available in the Investor Relations section of the company’s website at www.raymondjames.com (the “company’s website”). This document describes the principles the Board follows with respect to, among other matters, the Board’s:
>10 years
| | | | | Board Composition | Best Practices | Board Effectiveness | | •committees •size and composition •director tenure | •confidentiality •director compensation •communications with shareholders | •leadership structure •role and duties •annual performance evaluation •director responsibilities •access to officers, employees and advisors |
>10 years
Code of Ethics and Directors’ Code As part of our ethics and compliance program, our Board has approved: •Code of Ethics for Senior Financial Officers (the “Code of Ethics”) which applies to our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions, and •Code of Business Conduct and Ethics for Members of the Board of Directors (“Directors’ Code”) that applies to all members of the Board. Both the Code of Ethics and the Directors’ Code are posted on our company’s website. We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, the Code of Ethics or the Directors’ Code by posting such information on our website. The company also maintains a reporting hotline (888-686-8351), where employees and individuals outside the company can anonymously submit a complaint or concern regarding compliance with applicable laws, rules or regulations, the Code of Ethics, as well as accounting, auditing, ethical or other concerns.
>10 years
| 2025 PROXY STATEMENT | 25 |
>10 years
Board Leadership Structure
>10 years
| Paul C. Reilly Chair of the Board | | | | The Board believes it is in the company’s best interests to periodically evaluate its leadership structure and make a determination regarding whether to separate or combine the roles of chair and chief executive officer based on circumstances at the time of its evaluation. By retaining flexibility to adjust the company’s leadership structure, the Board believes that it is best able to provide for appropriate management and leadership of the company and to address any circumstances the company may face. Since 2017, our CEO, Mr. Paul Reilly, has also served as Chair of the Board. The Board has concluded that, during a transition period following Paul Shoukry's appointment as chief executive officer effective at the end of the Annual Meeting, a division between chair and chief executive officer duties is the most appropriate leadership structure for the company. Nevertheless, the Board may reassess the appropriateness of this structure at any time, including following future changes in Board composition, in management, or in the character of the company’s business and operations. |
>10 years
| Jeffrey N. Edwards Lead Independent Director | | | | The Board also believes that independent leadership is important, and it has appointed an independent director, Jeffrey N. Edwards, who has served as our lead director (“Lead Director”) since February 2023. The Board has structured the role of our Lead Director to strike an appropriate balance to both the Chair and the CEO roles and to fulfill the important requirements of independent leadership of the Board. The Board has approved a charter for the Lead Director, which provides that the Lead Director is elected by the independent directors for a renewable term of three years. The charter also sets forth the Lead Director’s specific responsibilities, including to: •preside at Board meetings in the absence of the Chair, subject to the By-laws •review and approve Board meeting agendas and schedules •advise on information submitted to the Board •serve as liaison for communication between non-executive directors and shareholders •communicate individual performance feedback from Board peer evaluations in private meetings with each director •preside over executive sessions of non-executive directors •recommend topics for Board consideration •serve as a liaison between non-executive directors and the Chair •with the N&CG Committee, facilitate the Board’s annual evaluation process •assist the N&CG Committee in conducting its performance evaluation of the CEO, and in CEO succession planning The Charter of the Lead Director, which is available on the company’s website, provides a more detailed description of the role and responsibilities, qualifications, and the procedures for appointment of, the Lead Director. |
>10 years
| 26 | |
>10 years
Board Committees The Board has delegated authority to committees to assist in overseeing the management of the company. The members and chair of each committee are appointed and removed by the Board. The committee chairs review and approve agendas for all meetings of their respective committees. The responsibilities of the Audit Committee, the Risk Committee, the N&CG Committee and the C&T Committee are defined in their respective charters, which incorporate the applicable requirements of the SEC and NYSE and are available on the company’s website at www.raymondjames.com/investor-relations/corporate-governance/charters. The following table identifies the Board’s committees and their respective members, and provides information about meetings during fiscal 2024.
>10 years
| Director | Audit Committee | Risk Committee | Nominating and Corporate Governance Committee(1) | Compensation and Talent Committee | Capital Planning Committee | | Marlene Debel | M | C | — | — | M | | Robert M. Dutkowsky(2) | — | — | M | C | — | | Jeffrey N. Edwards | — | — | M | M | M | | Benjamin C. Esty(3) | — | M | M | C | — | | Art A. Garcia(4) | — | M | — | — | M | | Anne Gates | M | — | C | — | — | | Gordon L. Johnson | — | M | — | M | — | | Raymond W. McDaniel, Jr.(5) | M | M | — | M | — | | Roderick C. McGeary | C | M | M | — | — | | Cecily M. Mistarz(6) | M | M | — | — | — | | Raj Seshadri | — | M | — | M | — | | Thomas A. James(7) | — | — | — | — | M | | Paul C. Reilly | — | — | — | — | M | | Paul M. Shoukry | — | — | — | — | M | | Total Committee Meetings | 9 | 4 | 4 | 6 | 4 |
>10 years
(1)Formerly known as the Corporate Governance and ESG Committee. (2)Mr. Dutkowsky passed away in May 2024. (3)Mr. Esty served on the Risk Committee until August 2024, when he was reassigned to the Nominating and Corporate Governance Committee. Mr. Esty was appointed to Chair the Compensation and Talent Committee in August 2024. (4)Mr. Garcia joined the Capital Planning Committee in May 2024. (5)Mr. McDaniel served on the Audit Committee until August 2024, when he was reassigned to the Compensation and Talent Committee. (6)Ms. Mistarz began service on the Audit Committee and the Risk Committee upon her appointment to the Board in May 2024. (7)Mr. James retired from the Board immediately following the 2024 Annual Meeting. M = Member, C = Chair
>10 years
| 2025 PROXY STATEMENT | 27 |
>10 years
| | Audit Committee The Board has affirmatively determined that each member of the Audit Committee is “independent” under NYSE and SEC rules. The Board has further determined that each member of the Audit Committee is “financially literate” and that each of Ms. Debel, Ms. Gates, Mr. McGeary and Ms. Mistarz qualifies as an “audit committee financial expert” and has “accounting or related financial management expertise” under applicable NYSE or SEC rules. | | | Chair: Roderick C. McGeary Members: Marlene Debel Anne Gates Cecily M. Mistarz (since May 2024) Number of meetings in fiscal 2024: 9 | | The Audit Committee’s responsibilities include: •oversight of the independent auditor, including annually reviewing the independent auditor’s report and evaluating its qualifications, performance and independence •reviewing and discussing with management and the independent auditor (i) the audited financial statements and related disclosures, (ii) earnings press releases, (iii) critical accounting policies, (iv) internal controls over financial reporting and disclosure controls and procedures, (v) use of non-GAAP financial measures, and (vi) any audit issues •oversight of the company’s internal audit function; and •reviewing reports from the chief compliance officer and general counsel The Audit Committee charter provides a more detailed description of the role and responsibilities of the committee. | | Risk Oversight Responsibilities The Audit Committee is appointed by the Board to assist it in its oversight of (i) the integrity of the company’s financial reporting, (ii) the independent accountants’ qualifications, independence and performance, (iii) the company’s systems of internal controls, (iv) the performance of the company’s internal audit function, and (v) the company’s compliance with legal and regulatory requirements. | | |
>10 years
| | Risk Committee The Board has affirmatively determined that each member of the Risk Committee is “independent” under NYSE and SEC rules. | | | Chair: Marlene Debel Members: Art A. Garcia Gordon L. Johnson Raymond W. McDaniel, Jr. Roderick C. McGeary Cecily M. Mistarz (since May 2024) Raj Seshadri Number of meetings in fiscal 2024: 4 | | The Risk Committee’s responsibilities include: •oversight of management’s responsibilities to manage key risks, including the company’s enterprise risk management program •oversight of the company’s risk governance structure, including approval of enterprise-wide risk policies; and •reviewing quarterly reports of the chief risk officer and chief compliance officer, and oversight of the performance of the chief risk officer and the chief compliance officer The Risk Committee charter provides a more detailed description of the role and responsibilities of the committee. | | Risk Oversight Responsibilities The Risk Committee is appointed by the Board to assist it in its oversight of (i) management’s responsibility to implement an effective risk management framework reasonably designed to identify, assess and manage the company’s key risks, (ii) the company’s risk governance structure, and (iii) review and approval of the company’s primary risk policies. | | |
>10 years
| 28 | |
>10 years
| | Nominating and Corporate Governance Committee The Board has affirmatively determined that each member of the N&CG Committee is “independent” under NYSE and SEC rules. | | | Chair: Anne Gates Members: Jeffery N. Edwards Benjamin C. Esty (since August 2024) Roderick C. McGeary Number of meetings in fiscal 2024: 4 | | The N&CG Committee’s responsibilities include: •reviewing the qualifications and experience of potential director nominees and recommending them to the Board •reviewing succession planning for the CEO and other senior management positions •developing and monitoring compliance with corporate governance policies •leading the Board and its committees in annual reviews of their performance •periodically reviewing and assessing our codes of ethics and recommending changes to the Board •reviewing and approving policies and procedures with respect to related person transactions, and reviewing, approving or disapproving, and ratifying such transactions •recommending reasonable director compensation to the Board •exercising sole authority to retain director candidate search firms, including determining their compensation and terms of engagement •reviewing and overseeing the Company’s strategies, policies and programs with respect to environmental matters and stakeholder engagement efforts •coordinating the environmental, social and governance oversight activities of the Board and other Board committees, and •reviewing and discussing with senior management the content of the Company’s annual corporate responsibility report and other significant disclosures regarding environmental, social and governance matters. The N&CG Committee charter provides a more detailed description of the role and responsibilities of this committee. | | Risk Oversight Responsibilities The N&CG Committee is responsible for recommending corporate governance policies and practices to the Board, identifying and reviewing the qualifications and experience of proposed candidates for election, reviewing and making recommendations regarding director compensation, leading the Board in an annual review of its performance, and recommending to the Board director nominees for each committee. The N&CG Committee is also responsible for coordinating oversight of the Company’s strategies, policies and programs with respect to environmental, social and governance matters. | | |
>10 years
| 2025 PROXY STATEMENT | 29 |
>10 years
| | Compensation and Talent Committee The Board has affirmatively determined that each member of the C&T Committee is “independent” under NYSE and SEC rules. | | | Chair: Benjamin C. Esty (since August 2024) Members: Jeffrey N. Edwards Gordon L. Johnson Raymond W. McDaniel, Jr. (since August 2024) Raj Seshadri Number of meetings in fiscal 2024: 6 | | The C&T Committee’s responsibilities for compensation and talent matters include: •annually approving senior management compensation structure •annually setting criteria for compensating the CEO, evaluating his or her performance and determining the amount of his or her compensation •approving and overseeing the administration of equity-based and other incentive compensation plans •annually recommending to the Board the amounts of company contributions to employee benefit plans •overseeing administration of other employee benefit plans •reviewing and discussing with the CEO the development and succession plans for the CEO, other executive officers, and other senior management positions •reviewing and discussing with management the company’ strategies and policies related to human capital management and related public disclosures, and •reviewing and discussing with management trends in certain employee conduct matters. The Compensation and Talent Committee charter provides a more detailed description of the role and responsibilities of the committee. | | Risk Oversight Responsibilities The C&T Committee’s risk oversight role is to review management’s evaluation of the relationship between our compensation policies and practices and risks arising for the company, and to take steps to prevent such policies and practices from encouraging unnecessary or excessive risk-taking. The C&T Committee also takes any action necessary to help the company comply with rules and regulations relating to compensation programs and their relationship to risk management. | | |
>10 years
| | Capital Planning Committee The Capital Planning Committee does not have a separate written charter. |
>10 years
| Members: Marlene Debel Jeffrey N. Edwards Art A. Garcia (since May 2024) Paul C. Reilly Paul M. Shoukry Number of meetings in fiscal 2024: 4 | The Capital Planning Committee provides oversight of the firm’s capital and liquidity planning process and decision-making. The committee reviews metrics and tolerances for managing capital and liquidity, oversees capital and liquidity projections and stress tests, and approves (or recommends approval to the full Board, as applicable) certain capital and liquidity actions, such as dividends, share repurchase authorizations, and issuances of debt or equity securities. |
>10 years
| 30 | |
>10 years
Compensation Committee Interlocks and Insider Participation During fiscal 2024, the following directors served as members of the Compensation and Talent Committee: Robert M. Dutkowsky (Chair until his passing in May 2024), Jeffrey N. Edwards, Benjamin C. Esty (since April 2023, Chair since August 2024), Gordon L. Johnson, Raymond W. McDaniel, Jr. (since August 2024), and Raj Seshadri. No member of the Compensation and Talent Committee was an officer or employee of the company or any of its subsidiaries during fiscal 2024, and no member of the Compensation and Talent Committee was formerly an officer of the company or any of its subsidiaries. Except as disclosed hereinbelow with respect to Mr. Dutkowsky under "Relationships and Related Transactions," no member of the Compensation and Talent Committee was a party to any disclosable related person transaction involving the company. During fiscal 2024, none of the executive officers of the company has served on the board of directors or on the compensation committee of any other entity that has or had executive officers serving as a member of the Board of Directors or Compensation and Talent Committee of the company. Meetings and Attendance
>10 years
| During fiscal 2024, the Board held four meetings (not including committee meetings). Each director nominated for re-election at the Annual Meeting attended 100% of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which he or she served during fiscal 2024. The company’s Executive Committee also attends each regularly-scheduled Board meeting, as the Board believes that this direct exposure facilitates the deepest understanding and alignment of the firm’s strategy and also permits the Board to directly evaluate the performance of each Executive Committee member. It is the policy of the Board that all directors attend the annual meeting of shareholders. All of our directors who were Board members at that time attended the February 2024 annual meeting of shareholders. | 100% All director nominees attended 100% of meetings held by the Board and its committees |
>10 years
Executive Sessions The non-executive directors meet in executive session without management at least four times per year during regularly-scheduled Board meetings. Mr. Jeffrey N. Edwards, our Lead Director, presided at the regular executive sessions of the non-executive directors. In addition, the non-executive directors in each of the Audit Committee, the Risk Committee, the N&CG Committee and the C&T Committee generally meet in executive session in conjunction with the regularly scheduled meetings of such committees. Director Education and Orientation We believe that ongoing education is important for the ability of our directors to fulfill their duties, and the company supports our Board members in continuing education throughout their service with us. We encourage directors to participate in a variety of external director education programs, and we reimburse directors for the expenses of their attendance. Internal and external specialists also regularly provide the Board with educational sessions on particular topics during our regular Board meetings. These presentations have included sessions covering recent developments in anti-money laundering (AML), including counter-terrorism, sanctions and fraud, anti-bribery/anti-corruption (ABAC), data privacy risk mitigation, the evolving regulation of banks and bank holding companies, cybersecurity developments and risks (presented each quarter), and emerging sustainability topics. Newly appointed directors also participate in an orientation program during the early months of their Board service. They receive extensive written materials about the firm’s business segments, strategic plans and financial performance, and they are given online access to an electronic library containing key corporate governance documents and policies. New directors also participate in one-on-one meetings with each executive officer to understand his or her business unit or support area, operations, strategies and opportunities. They also meet with each other director on the Board to learn about Board operations and culture. Finally, each new director meets with the chair of the Board committee or committees to which he or she has been assigned in order to learn about committee responsibilities, competencies and operations.
>10 years
| 2025 PROXY STATEMENT | 31 |
>10 years
Board Evaluations Raymond James is committed to providing timely and constructive job performance feedback to all its associates, and the Board believes that the same philosophy should be applicable to directors. The Board is committed to striving for a high degree of effectiveness and efficiency. To achieve these goals, the Board obtains candid feedback from each of the directors and executive officers concerning the Board’s performance and the contributions of individual directors through an annual assessment survey. As required by its charter, the N&CG Committee, with the periodic assistance of a professional third-party facilitator, leads the Board in this review of its performance and the performance of each of the Board’s committees. In accordance with charter requirements, the Lead Director also works with the N&CG Committee and the facilitator to conduct such review. As part of this process, each director is asked to complete a written questionnaire that poses questions about optimal Board structure and leadership, Board decision processes, strategy, culture, and the effectiveness of each Board committee. Each director is also asked to evaluate each other director on such person’s expertise, skill, competence, conduct and participation. Directors are asked to provide specific examples of strengths and areas of opportunity demonstrated by each other director. In addition, the company’s executive officers are asked to complete a written survey containing open-ended questions related to the Board’s focus on key topics and potential ways the Board could improve its performance. In addition, such officers are asked to provide any feedback they wish to share on the performance of any individual director. Before they are distributed, the questionnaires used in these surveys are annually reviewed and updated by the full Board, under the leadership of the N&CG Committee and Lead Director. This assessment process is facilitated by the company’s human resources department. The compiled survey results are first shared with the Board’s Chair and the Lead Director, after which they are reviewed and discussed by the full Board during an executive session. The Lead Director then privately communicates the results of each individual director’s performance review to such director. During fiscal 2024, as part of the Board’s ongoing efforts to enhance its effectiveness, it also engaged an external consultant to conduct a comprehensive evaluation and provide feedback to the Board and each director. The N&CG Committee and the Board take into account the most recent results of this review process when they annually determine whether to nominate or re-nominate sitting directors for election to the Board at the next annual meeting of shareholders.
>10 years
| Discussion •N&CG Committee and facilitator lead Board and other committees in self-evaluation process, providing an annual opportunity to modify questions in questionnaire. | | Questionnaire •Directors and executive officers complete an annually updated comprehensive questionnaire about Board and director performance. | | Evaluation Results •Human resources department shares questionnaire responses with Chair and Lead Director, who, together with facilitator, lead Board in discussion of results. | | Feedback Sharing •Lead Director meets privately with individual directors to communicate feedback on directors’ individual performance. |
>10 years
| 32 | |
>10 years
Board's Role in Risk Oversight
>10 years
| The Board delegates aspects of its risk oversight responsibility to each of the Audit Committee, the Risk Committee, the C&T Committee and the N&CG Committee. These delegations are described above in the sections summarizing the responsibilities of each Board committee. Below we describe in more detail the Board's specific oversight of cybersecurity risk. |
>10 years
Cybersecurity Risk Oversight and Governance Cybersecurity risk is a key operational risk facing the firm, and measures to address such risk are an important component of the firm’s overall Enterprise Risk Management (“ERM”) program. As part of our ERM program, we have implemented and maintain a program to identify, assess, and manage risks arising from cybersecurity threats (“Cybersecurity Program”). Our Cybersecurity Program seeks to mitigate cybersecurity risk and associated legal, financial, reputational, regulatory and/or operational risks by protecting our clients, associates, and services through a comprehensive, cross-functional approach. Specifically, our Cybersecurity Program is focused on preserving the confidentiality, integrity, and availability of information, enabling the secure and uninterrupted delivery of financial services, and protecting the firm and the safe operation of our technology systems. Further, we consider cybersecurity risks in our business strategy decisions, including in our business continuity planning and in connection with our acquisition activity. We seek to continually adjust our Cybersecurity Program to address the evolving cybersecurity threat landscape and comply with extensive legal and regulatory requirements. The Board of Directors has designated its Risk Committee to assist it in overseeing management’s responsibility to implement an effective risk management framework designed to identify, assess, and manage key risks, including cybersecurity risk. As part of our ERM program, executive management, with review and oversight of the Risk Committee, establishes key risk indicators to measure ongoing alignment with the firm’s risk appetite and tolerance levels related to cybersecurity risk. Risk appetite and tolerance thresholds are periodically reviewed by management and approved by the Risk Committee. The Risk Committee receives regular presentations and reports from our Chief Information Security Officer (“CISO”), which address a wide range of cybersecurity risk topics, including emerging threats and recent developments, cybersecurity policy and standards updates, vulnerability assessments, risk assessment outcomes (including third-party and independent reviews), technology trends, and information security considerations arising with respect to the firm, our peers, and third-party vendors. Additionally, the Board of Directors receives reports at least annually on the performance of the firm’s cybersecurity risk metrics. Under the Risk Committee’s oversight, management works closely with key stakeholders, including regulators, government agencies, peer institutions, and industry groups, and develops and invests in human talent and innovative technology in order to better manage cybersecurity risk. The firm’s cybersecurity program is led by our CISO, who, effective October 1, 2024, reports to our Chief Information Officer (“CIO”). Through ongoing communications with a multidisciplinary group of senior leaders from our risk management, regulatory, compliance, finance, and legal teams, the CISO monitors the mitigation and remediation of cybersecurity threats and incidents in real time, and reports such threats and incidents to the Risk Committee when appropriate. For more information about our cybersecurity risk management, please see our Annual Report on Form 10-K - Item 1C. Cybersecurity. Management Succession Planning The Board believes that effective management succession planning, particularly for the CEO role, is important for the continued success of the company. Among the responsibilities of the C&T Committee is the review of succession plans for the CEO and other senior management positions. Consequently, our CEO and chief human resources officer regularly make detailed presentations to the C&T Committee and the Board on senior management succession plans and individual development plans for identified successors. This information is compiled through an organization-wide process designed to identify potential successors, evaluate the “readiness” of internal candidates and identify situations where the company may need to consider external talent. The Board discusses the development plans of succession candidates, with an emphasis on the CEO role, and monitors such candidates’ progress. High potential leaders are also given exposure to all Board members through formal presentations and informal events, which provide directors with opportunities to personally assess the candidates’ skills and leadership capabilities. In the context of the Board’s recent selection of Mr. Shoukry from among a number of candidates to succeed Mr. Reilly as CEO, the C&T Committee and Board also engaged in an extended process with an outside international executive search consultant.
>10 years
| 2025 PROXY STATEMENT | 33 |
>10 years
Engagement with Shareholders Our directors and management believe that fostering long-term relationships with shareholders and maintaining their trust and goodwill is a top priority for the company. We recognize the benefits that come from robust dialogue with shareholders and other parties. We engage with shareholders throughout the year in order to: •ensure that our management and Board understand and address the issues that are important to our shareholders •discuss with our shareholders the issues that are important to them, hear their expectations for us and share our views •assess emerging issues that may affect our business, inform our decision making, enhance our corporate disclosures and help shape our practices.
>10 years
| Company Representatives | Key Topics | Company-Led Engagement | | •Chair and Chief Executive Officer •President •Chief Financial Officer •Head of Investor Relations •Lead Independent Director | •Business and Strategy •Financial Performance •Governance •Sustainability •Executive Compensation | •Dedicated Investor Relations Department. Our Investor Relations professionals are dedicated to responding to questions from shareholders about the firm; its strategy, performance, and governance; and other topics of investor interest. •Quarterly Earnings Conference Calls. In addition to prepared remarks, our management team participates in a public question-and-answer session with outside analysts aimed at providing them and our shareholders further insight into the firm’s financial condition and results of operations. •Regular Investor Conferences and Road Shows. Management and our Investor Relations team routinely engage with investors at conferences and other forums. •Annual Investor Day. Our senior executives make presentations concerning a wide variety of strategic and financial matters. •Annual Shareholders Meeting. In connection with routine proxy solicitation related to our annual shareholders meeting, we periodically engage with shareholders on specific topics of interest. •Annual Survey. We solicit feedback from institutional analysts and investors through an annual survey aimed at ensuring the firm understands expectations in terms of strategy, performance, and communications. These results are shared with the Board and Executive Committee. •Annual Sell-side Presentation to Board and Executive Committee. On a rotational basis, a sell-side analyst who covers our firm presents to our Board and Executive Committee an overview of industry trends and important feedback on focus areas from the investor community. |
>10 years
| 34 | |
>10 years
Communication with the Lead Director and Non-Executive Directors Any interested party may communicate with the Lead Director of our Board, or with our non-executive directors as a group, by writing to the following address: Raymond James Financial, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attn: Jonathan N. Santelli, General Counsel and Company Secretary Communications will be reviewed by our company secretary and distributed to the Lead Director, the Board, or to any of the Board’s committees or individual directors as appropriate, depending on the facts and circumstances of the communication. In that regard, the Raymond James Board does not receive certain items which are unrelated to the duties and responsibilities of the Board. In addition, the company maintains a Confidential Reporting Hotline (888-686-8351) for its employees or individuals outside the company to report complaints or concerns on an anonymous and confidential basis regarding questionable accounting, internal accounting controls or auditing matters, and possible violations of the law or of the company’s Code of Conduct. Further information about the Raymond James Confidential Reporting Hotline is available on the company’s website. Non-employees may submit any complaint regarding accounting, internal accounting controls or auditing matters directly to the Audit Committee of the Board of Directors by sending a written communication to the address given below: Audit Committee Raymond James Financial, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Attn: Jonathan N. Santelli, General Counsel and Company Secretary
>10 years
| 2025 PROXY STATEMENT | 35 |
>10 years
Director Compensation Director Compensation Overview The N&CG Committee annually determines the compensation paid to non-executive directors, and conducts a comparative review against peers at least every two years. We also reimburse each of our non-executive directors for their travel expenses incurred in connection with attendance at Board and committee meetings. Directors who are Raymond James employees (Messrs. Reilly and Shoukry) do not receive any additional compensation for their service as directors.
>10 years
| In determining non-executive director compensation, the committee considers, among other things, the following principles: •that the compensation should pay fairly for the work, time commitment and effort required from directors of an organization with the size and scope of business activities of the company, including service on committees, •that a component of compensation should be designed to align the directors’ interests with the long-term interests of shareholders, and •that director independence may be impaired if director compensation exceeds customary levels |
>10 years
| Director Fee Type | Description | Amount | | Annual Retainer | Cash retainer | $125,000 | | Shares Fee | RSU or DSU award vesting on 1st anniversary of grant | $200,000 | | Lead Director Fee | Supplemental cash fee for Board leadership role | $50,000 | | Audit Committee Chair Fee | Supplemental cash fee for committee leadership role | $40,000 | | Risk Committee Chair Fee | Supplemental cash fee for committee leadership role | $40,000 | | Nominating and Corporate Governance Committee Chair Fee | Supplemental cash fee for committee leadership role | $25,000 | | Compensation and Talent Committee Chair Fee | Supplemental cash fee for committee leadership role | $25,000 |
>10 years
| Name | Fees Paid in Cash(1) | | Stock Awards(2) | | Total | | | Marlene Debel | | $157,500 | | $199,896(3) | | $357,396 | | Robert M. Dutkowsky(4) | | $147,500 | | $199,896(4) | | $347,396 | | Jeffrey N. Edwards | | $167,500 | | $199,896(3) | | $367,396 | | Benjamin C. Esty | | $122,500 | | $199,896(3) | | $322,396 | | Art A. Garcia | | $122,500 | | $199,896(3) | | $322,396 | | Anne Gates | | $147,500 | | $199,896(3) | | $347,396 | | Gordon L. Johnson | | $259,750(5) | | $279,808(6) | | $539,558 | | Raymond W. McDaniel, Jr. | | $122,500 | | $199,896(3) | | $322,396 | | Roderick C. McGeary | | $157,500 | | $199,896(3) | | $357,396 | | Cecily M. Mistarz(7) | | $31,250 | | $149,934(8) | | $181,184 | | Raj Seshadri | | $122,500 | | $199,896(3) | | $322,396 |
>10 years
(1)Includes the annual retainer and, as applicable, Lead Director and committee chair fees. (2)The amounts shown in this column represent the aggregate grant date fair value of RSUs granted to our directors who are not named executive officers in fiscal year 2024, computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation, (“ASC Topic 718”). The grant date fair value for RSUs is measured based on the closing price of our common stock on the date of grant. (3)This award of 1,711 RSUs was granted on February 22, 2024, at a grant date fair value per share of $116.83. This award vests at the next annual meeting. (4)Mr. Dutkowsky served as a director until his death on May 22, 2024. This award of 1,711 RSUs was granted on February 22, 2024, at a grant date fair value per share of $116.83, and vested upon his death. (5)The fees paid in cash to Mr. Johnson include $70,500 paid to him by Raymond James Bank for his service as a director and committee chair and $66,750 paid to him by TriState Capital Bank for his service as a director. (6)Includes 1,711 RSUs granted on February 22, 2024, at a grant date fair value per share of $116.83, 342 RSUs awarded on February 22, 2024, at a grant date fair value per share of $116.83 for service as a director of Raymond James Bank, and 342 RSUs granted on February 22, 2024 at a grant date fair value of $116.83 for service as a director for TriState Capital Bank. These awards vest at the next annual meeting. (7)The term of Ms. Mistarz on the Board commenced May 20, 2024. (8)The award of 1,186 RSUs was granted on May 20, 2024 at a grant date fair value per share of $126.42. This award vests at the next annual meeting. The aggregate number of share awards outstanding, as of September 30, 2024, for each of our non-executive directors was as follows:
>10 years
| Name | Restricted Stock Units Outstanding (#) | | Marlene Debel | 1,711 | | Jeffrey N. Edwards | 1,711 | | Benjamin C. Esty | 1,711 | | Art A. Garcia | 1,711 | | Anne Gates | 1,711 | | Gordon L. Johnson | 2,395 | | Raymond W. McDaniel, Jr. | 1,711 | | Roderick C. McGeary | 1,711 | | Cecily M. Mistarz | 1,186 | | Raj Seshadri | 1,711 |
>10 years
| Compensation and Talent Committee | •The Committee sets performance priorities at the beginning of each fiscal year to guide its evaluation of company and individual executive officer performance throughout the year. The Committee also stipulates that annual bonuses will be funded from a pool not to exceed 6% of consolidated pre-tax income, with no individual bonus to exceed 3% of such measure. •The Committee (in the absence of the CEO) reviews the performance of the CEO and determines the appropriate amounts of his annual compensation. In making this determination, the Committee also evaluates the performance of the company in terms of several specific additional measures: net revenues, pre-tax income and adjusted earnings per common share (diluted). In the course of its deliberations, the Committee also discusses these recommendations with the other non-executive directors. •To inform its use of discretion in determining compensation, the Committee evaluates both company and individual performance. The Committee does not utilize formulaic financial performance goals or targets, and performance metrics are not assigned any specific weighting for purposes of determining the compensation awarded to the CEO or other NEOs. Since market conditions — and the macroeconomic environment — strongly affect the financial services industry and can change dramatically during the course of a year, the Committee assesses financial performance at the end of the year in light of the most recent facts and circumstances. No single financial or performance metric controls compensation decisions. Rather, such data are used to help the Committee better understand company and individual performance. After evaluating the performance of our CEO and each of our other NEOs for the relevant fiscal year, the Committee applies its informed discretion to determine the compensation for each. | | Chair and CEO | •Following completion of a fiscal year, our chair and CEO reviews the performance of the company and evaluates the individual performance of each executive officer, including the NEOs, against previously-determined individual goals. Our CEO then makes recommendations to the Committee as to the respective amounts of annual bonus and management RSUs to be awarded to each NEO (other than himself). | | Compensation Consultants | •Provide market data in connection with the Committee’s 2024 compensation determinations for executive officers, including our NEOs. |
>10 years
Use of Compensation Consultants In making compensation decisions, the Committee considers numerous factors of company and individual performance, as well as market data regarding compensation levels for comparable industry positions. The Committee does not attempt to rank or assign relative weight to any particular factor, however. The Committee does not rely on any factor as a substitute for its own judgment, but rather applies its independent discretion to consider all factors in their entirety. Although the Committee did not “benchmark” compensation against a peer group, it did engage an outside compensation consultant, Pay Governance LLC, to provide market data in connection with its 2024 compensation determinations for executive officers, including our NEOs. The Committee uses such data as a reference to assist it in maintaining a general awareness of industry compensation standards and trends. The market data does not formulaically determine the Committee’s compensation decisions for any particular executive officer, however. Similarly, the Committee does not target a particular percentile of any peer group with respect to total pay packages or any individual component of pay, but instead uses the percentiles as a reference. In this connection, the Committee considered market data provided by its consultant from the following peer companies:
>10 years
| What We Do | | Pay for performance. We award annual variable compensation based on the performance of the company and the individual. The great majority of our executive officers’ compensation is variable and not guaranteed. Use deferred compensation. Variable compensation for our executive officers also includes a deferred component, in that a portion of annual bonuses (“stock bonus awards”) is delivered in the form of both time-based and performance-based RSUs. Performance-based equity awards. The vesting of 60% for our CEO, and 50% for our other NEOs, of the RSUs awarded to our executive officers as stock bonus awards is tied to the achievement of defined Adjusted ROE(1) levels over a three-year measurement period (“performance vesting”), subject in certain cases to accelerated vesting upon retirement. Since the grant of the 2021 awards, such vesting is further modified (increased or decreased) by the rTSR of the company compared to a peer group (“rTSR Adjustment”). Long vesting periods. Both the time-vesting and performance-vesting portions of our stock bonus awards generally vest on a cliff basis three years after the grant date. Our management RSU awards generally vest 60% on the 3rd anniversary, and 20% on each of the 4th and 5th anniversaries, of their grant dates, subject in certain cases to accelerated vesting upon retirement. In addition, each award under our Long-Term Incentive Plan (“LTIP”), a non-qualified retention plan for highly compensated employees, cliff vests at the end of a five-year period. “Clawback” policy. We maintain a robust compensation recoupment policy, together with an NYSE-compliant Dodd-Frank Clawback Policy, which permit the company to recover compensation in the event of a financial restatement, inaccurate performance measures, and serious misconduct or materially imprudent judgment that results in material financial or reputational harm to the company. Stock ownership guidelines. We maintain stock ownership requirements for our executive officers, creating a further link between management interests, company performance and shareholder value. All of our NEOs have reached or exceeded the ownership requirements. “Double triggers.” Our award agreements for RSUs generally maintain the requirement of “double triggers” on the accelerated vesting of awards in the event of a change in control, meaning that an executive must actually be terminated following the change in control before vesting will be accelerated. Limited perquisites. We provide very limited perquisites, each of which provides a demonstrable benefit to the company’s business. |
>10 years
| What We Don’t Do | | No employment agreements. Our executive officers, including our CEO and other NEOs, are employed by us on an “at will” basis and do not have any special arrangements for severance payments following termination. No dividends on unearned performance-based or unvested U.S. time-based awards. We do not pay dividends or dividend equivalents on performance-based awards or on time-based awards to U.S. grantees during the vesting period. Rather, dividends are deferred and paid only based on performance or vesting achieved, with no premiums. No “gross ups.” We do not generally provide excise tax “gross ups,” other than in the case of certain relocation expenses, consistent with our relocation policy. No pledging by insiders. The company maintains a policy under which our directors and executive officers are prohibited from pledging our common stock. No short selling or hedging by insiders. Our directors and executive officers are prohibited from engaging in short sales, transacting in publicly traded or private options and engaging in hedging or monetization transactions with respect to our common stock. No option re-pricing. Our equity incentive plans contain certain provisions prohibiting option re-pricing absent approval of our shareholders. We have not granted options to our executive officers as part of their annual compensation since fiscal 2014 in any event. |
>10 years
Objectives of Our Compensation Program We compete for talent with other large financial services firms throughout the United States, Canada, the United Kingdom and Europe, and our ability to sustain or improve our position in this highly competitive environment depends substantially on our ability to continue to attract and retain the most qualified employees. We thus strive to design compensation programs that enable us to attract, motivate and retain high-quality executive officers and ensure that their individual interests are aligned with those of our shareholders. Our pay-for-performance goal is to reward executive officers for the achievement of near-term and long-term strategic and operational goals, while at the same time avoiding excessive risk-taking. We therefore structure our incentive awards to include vesting, deferred payment, and cancellation and clawback provisions that protect the company. Our executive compensation program emphasizes discretionary variable annual performance compensation and long-term incentive compensation, a portion of which will be received by the executive only upon our attainment of specific financial targets. We award annual grants to reward achievement of the company’s financial and strategic objectives. In addition, a portion of long-term incentive compensation serves shareholders’ interests by conditioning vesting upon future performance that delivers on the company’s long-term business strategy. The Committee believes that delivering equity aligns employees’ interests with those of shareholders and helps motivate executives to achieve financial and strategic goals within the bounds of the company’s risk tolerance levels. Principal Elements of Executive Compensation The Committee utilizes the following mix of compensation elements for executive officers, with total compensation weighted heavily towards variable elements that reward longer-term performance.
>10 years
| Type | Pay Element | Purpose | Link to Strategy | | | | | | | | Base Salary | •Provides base level of pay | •Competitive salaries attract and retain key talent | | | | | | | | Annual Bonus – Cash | •Provides competitive incentive opportunity | •Rewards executives who achieve strategic goals and financial goals that are important for creating shareholder value •Attracts and retains key talent | | | Annual Bonus – Equity (RSUs) | •Aligns executives with shareholder interests •Time-vesting awards encourage retention by vesting at end of 3-year period (if not otherwise retirement eligible - see note on page 48) •Performance vesting awards vest based on company’s achievement of Adjusted ROE(1) and rTSR thresholds, thus further aligning executives with long-term shareholder interests | •Time-vesting awards serve as a long-term retention tool •Performance-vesting awards encourage executives to focus on key financial metrics where final payout is dependent on company performance and stock price growth | | | Management Awards – RSUs | •Aligns executives with shareholder interests •Encourages retention by longer vesting period, generally over five years (if not otherwise retirement eligible - see note on page 48) | •Serves as a long-term retention tool and further aligns our executives with our shareholders' interests | | | Retirement Plan Contributions | •Profit Sharing, ESOP and LTIP align executives with shareholders' interests since contributions are based on company financial results. 401(k) Plan facilitates retirement savings. | •Provide competitive benefits package and further align executives with our shareholders' interests |
>10 years
Annual Bonus With an executive compensation program that is variable in nature, annual bonus determination begins with the evaluation of Raymond James’ overall performance. In addition, performance goals are established for each executive officer at the start of each fiscal year that are evaluated throughout the year. These firm and individual factors are then measured both qualitatively and quantitatively and are ultimately used to determine compensation.
>10 years
Use of Equity Compensation We deliver a substantial portion of incentive compensation in the form of equity awards — specifically RSUs — a portion of which vests based on future performance of the company. The Committee believes that delivering equity awards aligns employee interests with those of shareholders and helps motivate executives to achieve financial and strategic goals within the bounds of the company’s risk tolerance levels. These awards are also subject to cancellation and clawback over a multi-year period. Awards to CEO. The annual bonus for our CEO is delivered 50% in cash and 50% in the form of RSUs. 60% of the portion paid in RSUs vests on the third anniversary of the grant only if the company attains certain defined average Adjusted ROE(1) levels (“performance RSUs” or “PRSUs”). The three-year average Adjusted ROE(1) is calculated by adding Adjusted ROE(1) for each of the years included in the applicable vesting period and dividing by three. As noted above, commencing with the 2021 grants, the portion of PRSUs earned based on average adjusted ROE levels is subject to further modification (increase or decrease) based on the company’s rTSR, as further described herein. The remaining 40% of the portion paid in RSUs vests on the third anniversary of grant. Awards to Other Executive Officers. For our other executive officers (including NEOs), if their annual bonus exceeds $275,000, a variable portion of the amount over $250,000 is similarly delivered in RSUs. The proportion of bonus delivered in RSUs increases as the size of the bonus increases. Specifically, for each portion of the bonus that falls within the dollar parameters set forth in the following table, the indicated percentage is delivered in RSUs, with the balance delivered in cash:
>10 years
| Segment of Annual Bonus | | | Portion in RSUs | Portion in Cash | | $250,000 | – | $500,000 | 10% | 90% | | $500,001 | – | $1,000,000 | 15% | 85% | | $1,000,001 | – | $2,000,000 | 20% | 80% | | $2,000,001 | – | $3,000,000 | 25% | 75% | | Above $3,000,000 | | | 50% | 50% |
>10 years
Of the RSUs delivered to such other executive officers, 50% are performance RSUs that vest on the third anniversary of the grant only if the company attains certain defined average Adjusted ROE(1) levels. Commencing with the 2021 awards, the amount vesting is subject to further modification (increase or decrease) based on the company’s rTSR, as further described herein. The remaining 50% of these RSUs vests on the third anniversary of grant.
Performance RSU Vesting Based on Adjusted ROE(1) with rTSR Adjustment
Performance RSU Vesting Based on Adjusted ROE(1) with rTSR Adjustment Historically, the Committee chose Adjusted ROE(1) as its core metric to determine performance RSU vesting because the Committee believes Adjusted ROE(1) is an appropriate indicator of the return that the company delivers to common shareholders’ equity, since it reflects both bottom-line profitability and the manner in which the company manages shareholders’ equity to generate such profitability. The Committee determines the appropriate Adjusted ROE(1) vesting scale for the grant of each year’s performance RSUs. The performance RSUs vest — if at all — in an amount that falls between 50% and 150% of the stated target for the award, depending on the company’s average Adjusted ROE(1) for the applicable measurement period. At the time of grant, the Committee may positively or negatively adjust the average Adjusted ROE(1) vesting scale for a particular grant year taking into account equity, interest rate and credit market conditions, as well as other factors outside the control of the company, and to ensure that vesting of these awards remains a challenge but is reasonably attainable considering our Board’s commitment to maintaining conservative capital levels. The Committee does not adjust the vesting scales after the grant date for our performance RSUs. Commencing with the 2021 awards, the vesting result determined by average Adjusted ROE(1) performance is subject to up to 20% increase or decrease based on the company’s rTSR ranked on a percentile basis compared to a defined peer group of companies over a three-year measurement period (the “rTSR Adjustment”). The rTSR peer group consists of companies with which Raymond James competes for talent and shareholder capital, and may be adjusted by the Committee from time to time for a particular grant of PRSUs in accordance with pre-established guidelines. The peer group for the 2024 PRSU awards consists of the following companies: Ameriprise Financial Inc., Bank of New York Mellon, Charles Schwab Corp., Franklin Resources Inc., Invesco Ltd., Jefferies Financial Group Inc., LPL Financial Holdings Inc., Northern Trust Corporation, State Street Corporation, Stifel Financial Corp. and T. Rowe Price Group Inc. In order to smooth potential anomalies of spot pricing, rTSR is calculated based on the 20 trading day average price of the company’s (and each peer company’s) common stock as of the starting and ending of the measurement period, and assuming reinvestment of dividends and other distributions. The Committee believes that the rTSR Adjustment further enhances the strong alignment of our long-term executive compensation with the interests of our shareholders. Utilizing Adjusted ROE(1) as the primary driver of these awards allows executives to focus on measures they have direct influence on, while the rTSR Adjustment recognizes factors that affect our industry and peers as a whole, thus providing an enhanced tie to the shareholder investment experience. (1)Adjusted ROE is a non-GAAP measure. Please refer to Appendix A for a reconciliation of this measure to the most directly comparable GAAP measure and other required disclosures.
Performance RSU Vesting Based on Adjusted ROE(1) with rTSR Adjustment
| 2025 PROXY STATEMENT | 47 |
Effect of Retirement Eligibility on Equity Awards
Effect of Retirement Eligibility on Equity Awards We believe that the three- to five-year vesting periods of our time- and performance-based RSU awards help to align our executive officers’ interests with those of our shareholders and also serve as a long-term retention tool. The retentive effect of these awards is limited, however, where the executive officer is or becomes retirement eligible under the terms of an award agreement. These RSU award agreements provide that a grantee becomes retirement eligible upon attaining age 55 with ten years of service, or upon reaching age 65. If a retirement eligible grantee were to retire, all of the unvested RSUs subject to such grantee’s RSU awards would immediately vest, but the shares underlying the vested RSUs would be delivered only in accordance with the original vesting schedule set forth in the RSU award agreement. Moreover, such delivery would be contingent upon the grantee’s ongoing compliance with the restrictive covenants set forth in the award agreement. Among our NEOs, Mr. Reilly, Mr. Curtis and Ms. Loykhter Allaire are currently retirement eligible. For additional information, please see the section entitled “Potential Payments upon Termination or Change in Control for Fiscal 2024.” Vesting of 2021 Performance Awards The three-year average Adjusted ROE(1) performance with respect to the 2021 awards was 18.7%, resulting in a preliminary vesting calculation at 150% of the target amounts. After calculating the company's rTSR ranked on a percentile basis (as described above), the rTSR Adjustment yielded a modifier of 113%, which resulted in vesting of 169.5% of the target amount, based on the vesting scale in effect for that grant year. (1)Adjusted ROE is a non-GAAP measure. Please refer to Appendix A for a reconciliation of this measure to the most directly comparable GAAP measure and other required disclosures. Grant of 2024 Performance Awards For grants made in respect of fiscal 2024 performance, the Committee determined the following vesting scale (with results to be interpolated as necessary):
Effect of Retirement Eligibility on Equity Awards
| Adjusted ROE(1) - three-year average | RSU Vesting Percentage of the Target Amount | | ≥20% | 150% | | 18% | 125% | | 15% | 100% | | 12% | 75% | | 10% | 50% | | <10% | 0% |
Effect of Retirement Eligibility on Equity Awards
The vesting result determined by three-year average Adjusted ROE(1) performance is then subject to modification, increase or decrease, of up to 20%, by the company’s rTSR compared to the peer group, with results to be interpolated between values:
Effect of Retirement Eligibility on Equity Awards
| Company rTSR Percentile Ranking | | Adjustment to ROE Result | | ≥ | 75th% | 120% | | = | 50th% | 100% | | ≤ | 25th% | 80% |
Effect of Retirement Eligibility on Equity Awards
(1)Adjusted ROE is a non-GAAP measure. Please refer to Appendix A for a reconciliation of this measure to the most directly comparable GAAP measure and other required disclosures.
Effect of Retirement Eligibility on Equity Awards
| 48 | |
Effect of Retirement Eligibility on Equity Awards
Other Benefits Profit Sharing Plan. The Profit Sharing Plan is designed to offer associates a means of sharing in the firm’s success on a long-term basis. Each year, Raymond James may contribute a portion of its profits, upon approval by the Board, to each participant’s account based on the individual’s qualified fiscal year compensation and length of service. Contributions to the Profit Sharing Plan are 100% employer-funded. Employee Stock Ownership Plan (“ESOP”). The ESOP is designed to provide retirement benefits to our associates through participation in the ownership of the company. Assets of this plan are invested in common stock of Raymond James Financial and are 100% employer-funded. The firm’s discretionary contribution to each participant’s account, upon approval by the Board of Directors, is based on the individual’s qualified fiscal year compensation. 401(k) Plan. The 401(k) Plan is designed to help associates reach their personal savings objectives, with an opportunity to earn additional contributions from Raymond James through a match. For eligible employees, Raymond James matches 75% of the first $1,000 they contribute to their account, followed by a 25% match of the next $1,000 they contribute. Long Term Incentive Plan (“LTIP”). The LTIP is a company-sponsored, unfunded, deferred compensation plan designed to award incentive compensation to a select group of management and/or highly compensated employees and cliff vests at the end of a five-year period. The amount contributed is discretionary and is determined annually by the Board or its delegate. Compensation and Risk The Board, with the assistance of the Committee, has evaluated our compensation policies and practices for all employees. Specifically: •At the direction of the Committee, an independent compensation consultant partners with our Enterprise Risk Management and Human Resources functions to conduct an independent assessment of the material incentive compensation plans across the organization every other year. •This process begins with an objective evaluation of job functions, assessing the level of risk influence across six specific categories: credit, liquidity, market, operational, legal and compliance, and reputational. •Incentive plans for job functions that were identified as having the potential to expose the company to the highest level of risk are further reviewed across a consistent framework to identify potential operational plan risks of the incentive design. •The incentive design evaluation focuses on key elements of the plan design, including: (i) performance measures, (ii) funding, (iii) performance period and pay mix, (iv) goal setting, (v) leverage and (vi) controls and processes. •In alternating years, Human Resources conducts an updating review with a focus on: •any material changes to executive and associate incentive plans •adoption of any new incentive plans or inclusion of new roles therein •review of any acquired company compensation plans and roles The most recent bi-annual review noted that our practices of requiring deferral of a portion of bonus amounts into a mix of time- and — in the case of executive officers — performance-vesting equity awards, our robust share ownership guidelines, our compensation recoupment policy and our prohibition on hedging by executives all serve to further mitigate risk in our compensation plans. The review concluded that none of the company’s incentive plans were likely to motivate behavior that would result in a material adverse impact to the company. The potential residual risks identified through the process were determined to be effectively mitigated through established risk controls, leadership oversight, and our culture of proactive risk management. After reviewing an update to the above review, our Board has concluded that our compensation policies in general, and our incentive programs in particular, remain well aligned with the interests of our shareholders and do not create risks that are reasonably likely to result in a material adverse effect on the company.
Effect of Retirement Eligibility on Equity Awards
| 2025 PROXY STATEMENT | 49 |
Effect of Retirement Eligibility on Equity Awards
2024 Compensation Decisions At the start of each fiscal year, following recommendation by our chair and CEO, each executive officer establishes key business goals and priorities, and aligns these goals to our Raymond James Core Values: Client First, Integrity, Independence and Long-term Thinking. The key business goals include the following areas of focus: financial achievement, business growth, operational efficiency and general management. The Committee reviews and approves the goals and performance priorities for the CEO, and reviews the goals and priorities for the other executive officers. The Committee does not utilize formulaic financial performance goals or targets, and performance metrics are not assigned any specific weighting for purposes of determining the compensation awarded to the CEO or other NEOs. With an executive compensation program that is variable in nature, annual bonus determination begins with the evaluation of Raymond James’ overall firm and business unit performance, assessment of key business goals and priorities and individual contribution. These performance factors are measured both qualitatively and quantitatively and are used to determine annual compensation. For determining our chair and CEO Mr. Reilly’s annual bonus, the Committee also evaluates the performance of the company in terms of several specific additional measures: net revenues, pre-tax income and Adjusted ROE (1). In November 2024, our chair and CEO Mr. Reilly evaluated the performance of the company and the individual performance of each executive officer, including the NEOs, against previously determined individual goals. Mr. Reilly made recommendations to the Committee as to the amounts of annual bonus and management RSUs to be awarded each executive officer (other than himself). The Committee reviewed and discussed such recommendations, as well as market data provided by its compensation consultant. The Committee evaluated the performance of Mr. Reilly and each of our other NEOs in light of all the above information. It then reviewed such information with the other non-executive directors, who engaged with the Committee in a thorough evaluation of the performance of Mr. Reilly and our other NEOs. Following such evaluations, the Committee approved the compensation described below. (1)Adjusted ROE is a non-GAAP measure. Please refer to Appendix A for a reconciliation of this measure to the most directly comparable GAAP measure and other required disclosures.
Effect of Retirement Eligibility on Equity Awards
| 50 | |
Effect of Retirement Eligibility on Equity Awards
Individual Performance for 2024 Set forth below is a summary of the material accomplishments of each NEO and other important factors relevant to fiscal 2024, grouped by the areas of focus determined by the Committee at the beginning of the fiscal year, which the Committee considered in exercising its discretion to award compensation for 2024. After considering the fiscal 2024 performance of the company and the individual performance factors associated with the specific areas of focus outlined below, the Committee awarded each named executive officer the bonus and other compensation in the amounts indicated.
Effect of Retirement Eligibility on Equity Awards
| Paul C. Reilly Chair and CEO | | | | | | | 2024 Contributions | | | | | | Financial Achievement | | | | | | Primary Performance Measures | | FY 2024 Result | Change from FY 2023 | | | | Net revenues | $12.82B | 10% | | | | Pre-tax income | $2.64B | 16% | | | | Adjusted ROE (1) | 19.6% | 120 bps | | | Business Growth Achieved record net revenues and earnings per diluted share in the face of market, regulatory, and economic challenges: •Adjusted earnings per common share (diluted)(1) of $10.05 increased 21% over fiscal 2023 •Strong client asset growth drove record net revenues in fiscal 2024 •The ratio of the firm’s total capital to risk-weighted assets and tier 1 leverage ratio ended the year at 24.1% and 12.8%, respectively, and remained well above the regulatory requirements of 10.5% and 4%, respectively, as well as management’s targets •PCG assets under administration of $1.51 trillion increased 25% over September 2023 •PCG assets in fee-based accounts of $875 billion increased 28% over September 2023 •Recruited financial advisors to the domestic independent contractor and employee affiliation options with approximately $335 million of trailing 12-month production at their previous firms •Strong liquidity management and capital allocation (returned $1.3 billion to shareholders through share repurchases and dividends) Operating Efficiency •Delivered total compensation ratio of 64.1% •Provided disciplined management of expenses delivering a pre-tax margin of 20.6% during the fiscal year (adjusted pre-tax margin of 21.4%(1)) •Strong leadership focus on commitments to advisors and clients to maintain exceptional service, including operations and technology service levels exceeding pre-pandemic levels General Management •Partnered with the Board of Directors in their decision-making process for CEO succession; focused on the transition process to ensure CEO-designate Paul Shoukry is prepared for the role •Provided strong coaching and development guidance to support executive succession of CEO-designate Paul Shoukry •Maintained strong and productive relationships with key industry regulators •Led the development of a strong business continuity program that was significantly tested during two major hurricanes Compensation: The Committee approved an annual bonus for 2024 of $23,300,000 | | | |
Compensation Mix
Annual Direct Compensation for 2024 After assessing the company’s financial and strategic performance for fiscal 2024 and evaluating the individual performance of our NEOs, the Committee exercised its discretion to award annual direct compensation for 2024 as set forth in the following table. The presentation in this Annual Direct Compensation Table differs from the Summary Compensation Table (“SCT”) on page 56 required by SEC rules, and is not a substitute for the SCT. There are two main differences: •We grant annual bonuses (cash and equity components) after our fiscal year has ended. Equity awards granted in fiscal 2025 to reward fiscal 2024 performance are therefore shown as 2024 compensation in this Annual Direct Compensation Table. The SCT, however, reports equity awards in the year they are granted, irrespective of the year they were earned. This results in a one-year lag between the time equity awards are granted and when they are reported in the SCT. •The SCT contains a column reporting “All Other Compensation,” which amounts are not part of the Committee’s compensation determinations and are thus not shown in this Annual Direct Compensation Table.
Compensation Mix
| | | | Incentive Compensation | | | | | | | | | Name and Principal Position | Salary | Cash Bonus | | Time Vesting Stock Bonus Awards(1)(2) | | Performance Vesting Stock Bonus Awards(1)(2)(3)(5) | | Time Vesting Stock Awards(2)(4)(5) | | Total | | Paul C. Reilly Chair and Chief Executive Officer | $750,000 | | $11,650,083 | | $4,659,967 | | $6,989,950 | | $— | $24,050,000 | | Paul M. Shoukry President and Chief Financial Officer | $500,000 | | $4,450,212 | | $1,274,941 | | $1,274,941 | | $999,906 | $8,500,000 | | James E. Bunn President of Global Equities and Investment Banking | $500,000 | | $2,450,148 | | $275,034 | | $274,874 | | $599,944 | $4,100,000 | | Scott A. Curtis President of Private Client Group | $500,000 | | $3,200,098 | | $649,979 | | $649,979 | | $599,944 | $5,600,000 | | Bella Loykhter Allaire Executive Vice President, Technology and Operations | $500,000 | | $2,900,150 | | $500,033 | | $499,873 | | $599,944 | $5,000,000 |
Compensation Mix
(1)Other than with respect to Mr. Reilly's bonus, represents the applicable portion of any annual bonus that exceeds $275,000 for each NEO that is delivered in the form of RSUs. The proportion delivered in RSUs varies with the size of the annual bonus according to the formula presented on page 47 hereof. Of Mr. Reilly's total bonus, 50% was delivered in cash and 50% in RSUs. Of Mr. Reilly's RSUs, 40% were subject to time-vesting and 60% were subject to performance vesting. Each RSU vests, if at all, on the third anniversary of the grant date. (2)Each RSU represents a contingent right to receive, upon vesting: (i) one share of common stock and (ii) non-preferential dividend equivalents equal to the sum of any dividends on the shares of common stock underlying the RSU that were actually paid during the vesting period. Refer to "Use of Equity Compensation — Effect of Retirement Eligibility on Equity Awards" on page 48 for further information. (3)Represents the aggregate grant date value of performance RSUs delivered as annual bonus for fiscal year 2024, computed as described in footnote (1) to this table. Performance RSUs reported in this column vest, if at all, contingent upon the company achieving a three-year average of certain defined Adjusted ROE(6) levels and the company's rTSR percentile, in accordance with the formula presented in footnote (7) to the Outstanding Equity Awards at Fiscal Year End for 2024 table. The following amounts represent the maximum value grant date fair value of the performance RSUs granted in fiscal year 2025 for fiscal year 2024 performance: Mr. Reilly $12,581,910, Mr. Shoukry $2,294,894, Mr. Bunn $494,773, Mr. Curtis $1,169,962, and Ms. Loykhter Allaire $899,771. See “Use of Equity Compensation.” (4)Represents the grant date fair value of the management RSUs. The management RSUs vest 60% on the third, and 20% on each of the fourth and fifth anniversaries of the grant date. (5)Excludes a special time-based RSU award and a special performance-based RSU award to Mr. Bunn, effective May 20, 2024 and December 13, 2024, respectively, with an aggregate grant date fair value at target of $5 million. The time-based RSU award, with a grant date fair value of approximately $2.5 million, vests 60% on the third, and 20% each on the fourth and fifth, anniversaries of the grant date, and is included in the SCT on page 56 of this Proxy Statement. The performance-based RSU award, with a grant date fair value at target of approximately $2.5 million, vests, if at all, based on the company's three-year average Adjusted ROE(6) as modified by the rTSR Adjustment, in accordance with the vesting scale set forth in the table “Awards Granted in Fiscal Year 2024 and 2023" on page 59. (6)Adjusted ROE is a non-GAAP measure. Please refer to Appendix A for a reconciliation of this measure to the most directly comparable GAAP measure and other required disclosures.
Compensation Mix
| Name | Year | Salary | | Bonus(1) | | Stock Awards(2) | | All Other Compensation(3) | Total | | | Paul C. Reilly Chair and Chief Executive Officer | 2024 | | $750,000 | | $11,650,083 | | $10,549,900(4) | $134,347 | | $23,084,330 | | | 2023 | | $750,000 | | $9,250,100 | | $24,805,953(5) | $106,903 | | $34,912,956 | | | 2022 | | $687,500 | | $8,506,292 | | $8,399,938 | $32,764 | | $17,626,494 | | Paul M. Shoukry President and Chief Financial Officer | 2024 | | $500,000 | | $4,450,212 | | $1,999,942(6) | $121,562 | | $7,071,716 | | | 2023 | | $500,000 | | $3,300,058 | | $2,799,788 | $69,754 | | $6,669,600 | | | 2022 | | $450,000 | | $3,100,211 | | $1,949,871 | $26,953 | | $5,527,035 | | James E. Bunn President of Global Equities and Investment Banking | 2024 | | $500,000 | | $2,450,148 | | $3,399,859(7) | $348,003 | | $6,698,010 | | | 2023 | | $500,000 | | $1,700,097 | | $3,899,832 | $202,306 | | $6,302,235 | | | 2022 | | $450,000 | | $4,200,168 | | $4,999,857 | ($119,987) | | $9,530,038 | | Scott A. Curtis President of Private Client Group | 2024 | | $500,000 | | $3,200,098 | | $1,799,916(8) | $214,513 | | $5,714,527 | | | 2023 | | $500,000 | | $3,100,084 | | $6,649,884 | $142,364 | | $10,392,332 | | | 2022 | | $450,000 | | $2,950,116 | | $1,199,920 | $18,109 | | $4,618,145 | | Bella Loykhter Allaire Executive Vice President, Technology and Operations | 2024 | | $500,000 | | $2,900,150 | | $1,474,926(9) | $1,246,633 | | $6,121,709 |
Awards Granted in Fiscal Year 2022
| Benefit and Payments Upon Termination | Voluntary Termination without Good Reason ($) | Termination by Executive for Good Reason or Involuntary Termination by the Company without Cause ($) | Involuntary Termination for Cause ($) | Retirement ($) | Death or Disability ($) | Change in Control ($) | Qualified Termination Following Change in Control ($) | | Salary Continuation | — | — | — | — | — | — | — | | Annual Cash Bonus | — | — | — | — | — | — | — | | Severance Payment | — | — | — | — | — | — | — | | Share Awards | $34,652,016 | $51,308,536 | — | $34,652,016 | $51,308,536 | — | $51,308,536 | | Stock Options | — | — | — | — | — | — | — | | Welfare Benefits | — | — | — | — | — | — | — |
Awards Granted in Fiscal Year 2022
| Benefit and Payments Upon Termination | Voluntary Termination without Good Reason ($) | Termination by Executive for Good Reason or Involuntary Termination by the Company without Cause ($) | Involuntary Termination for Cause ($) | Retirement ($) | Death or Disability ($) | Change in Control ($) | Qualified Termination Following Change in Control ($) | | Salary Continuation | — | — | — | — | — | — | — | | Annual Cash Bonus | — | — | — | — | — | — | — | | Severance Payment | — | — | — | — | — | — | — | | Share Awards | — | $3,958,397 | — | — | $8,478,028 | — | $8,478,028 | | Stock Options | — | — | — | — | — | — | — | | Welfare Benefits | — | — | — | — | — | — | — |
Awards Granted in Fiscal Year 2022
| Benefit and Payments Upon Termination | Voluntary Termination without Good Reason ($) | Termination by Executive for Good Reason or Involuntary Termination by the Company without Cause ($) | Involuntary Termination for Cause ($) | Retirement ($) | Death or Disability ($) | Change in Control ($) | Qualified Termination Following Change in Control ($) | | Salary Continuation | — | — | — | — | — | — | — | | Annual Cash Bonus | — | — | — | — | — | — | — | | Severance Payment | — | — | — | — | — | — | — | | Share Awards | — | $6,442,131 | — | — | $14,692,506 | — | $14,692,506 | | Stock Options | — | — | — | — | — | — | — | | Welfare Benefits | — | — | — | — | — | — | — |
Awards Granted in Fiscal Year 2022
| Benefit and Payments Upon Termination | Voluntary Termination without Good Reason ($) | Termination by Executive for Good Reason or Involuntary Termination by the Company without Cause ($) | Involuntary Termination for Cause ($) | Retirement ($) | Death or Disability ($) | Change in Control ($) | Qualified Termination Following Change in Control ($) | | Salary Continuation | — | — | — | — | — | — | — | | Annual Cash Bonus | — | — | — | — | — | — | — | | Severance Payment | — | — | — | — | — | — | — | | Share Awards | $5,907,348 | $11,459,562 | — | $5,907,348 | $11,459,562 | — | $11,459,562 | | Stock Options | — | — | — | — | — | — | — | | Welfare Benefits | — | — | — | — | — | — | — |
Awards Granted in Fiscal Year 2022
| Benefit and Payments Upon Termination | Voluntary Termination without Good Reason ($) | Termination by Executive for Good Reason or Involuntary Termination by the Company without Cause ($) | Involuntary Termination for Cause ($) | Retirement ($) | Death or Disability ($) | Change in Control ($) | Qualified Termination Following Change in Control ($) | | Salary Continuation | — | — | — | — | — | — | — | | Annual Cash Bonus | — | — | — | — | — | — | — | | Severance Payment | — | — | — | — | — | — | — | | Share Awards | $5,123,971 | $5,123,971 | — | $5,123,971 | $5,123,971 | — | $5,123,971 | | Stock Options | — | — | — | — | — | — | — | | Welfare Benefits | — | — | — | — | — | — | — |
Awards Granted in Fiscal Year 2022
| Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ millions) | Company-Selected Metric: Pre-Tax Income ($ millions)(4) | | | | | | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $23,084,330 | $34,073,585 | $6,401,491 | $8,212,335 | $266.64 | $212.81 | $2,068 | $2,643 | | 2023 | $34,912,956 | $39,837,679 | $8,397,928 | $8,689,563 | $216.24 | $153.55 | $1,739 | $2,280 | | 2022 | $17,626,494 | $24,783,921 | $6,073,940 | $7,110,695 | $209.25 | $145.26 | $1,509 | $2,022 | | 2021 | $13,656,209 | $33,838,591 | $4,865,740 | $7,591,527 | $192.74 | $165.02 | $1,403 | $1,791 |