DEF 14A of StoneX Group Inc., Jan 18, 2024

DEF 14A of StoneX Group Inc.

Filed Jan 18, 2024 · FY20230000913760-24-000007

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS The restated certificate of incorporation of the Company provides that the Company will have a Board of Directors consisting of nine members, and further provides that the number of Directors may be increased or decreased by resolution of the Board of Directors. Director Scott J. Branch has indicated that he will retire from the Board immediately prior to the 2024 annual meeting of stockholders and therefore will not be standing for re-election to the Board. The Nominating & Governance Committee considers issues of diversity, experience, skills, familiarity with ethical and corporate governance issues which the Company faces in the current environment, and other relevant factors while considering potential candidates for Director. The Committee has not, however, identified a replacement nominee for Mr. Branch to present at the 2024 annual meeting of stockholders. Therefore, the Board of Directors has decreased by resolution the size of the Board to eight members, effective at the 2024 annual meeting of stockholders. The Nominating & Governance Committee will continue to evaluate the size and effectiveness of the Board of Directors during fiscal year 2024. The Nominating & Governance Committee of the Company has nominated and the Board of Directors has approved the nominations of eight persons to serve as Directors until the 2025 annual meeting, or until each Director's successor is elected and qualified, or until the death or resignation of a Director. Each of the nominees has agreed to serve if elected. If any nominee is unable or unwilling to serve as a Director, which we do not anticipate, the Board of Directors, by resolution, may reduce the number of Directors that constitute the Board or may choose a substitute. The nominees are as follows (ages as of January 18, 2024):

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Name of Nominee | Age | Director Since | | Annabelle G. Bexiga | 61 | 2020 | | Diane L. Cooper | 64 | 2018 | | John M. Fowler | 74 | 2005 | | Steven Kass | 67 | 2018 | | Sean M. O'Connor | 61 | 2002 | | Eric Parthemore | 74 | 2009 | | John Radziwill | 76 | 2002 | | Dr. Dhamu R. Thamodaran | 68 | 2021 |

  3. PROPOSAL 1 - ELECTION OF DIRECTORS

    The background of each nominee for Director is as follows: Annabelle G. Bexiga was elected as a director of the Company on February 27, 2020. She served as Chief Information Officer (CIO) of Global Commercial Insurance at American International Group until 2017. After holding leadership positions at J.P. Morgan & Co. and Deutsche Bank, she served as CIO at JPMorgan Invest, Bain Capital, and the Teachers Insurance and Annuity Association. Ms. Bexiga currently sits on the Board of Directors of FLEETCOR Technologies, Inc., where she chairs the Compensation Committee and serves on the Technology Committee. Ms. Bexiga has been granted a waiver by the Board of a conflict of interest to serve as a director of FLEETCOR Technologies, Inc., all as previously addressed within a Form 8-K filed on December 20, 2022. The Board has determined that Ms. Bexiga's service on this additional board of directors does not interfere with the performance of her duties with the Company. In the past, she has also served as a Director of Triton International Limited and on the supervisory board of DWS Group GmbH of Frankfurt, Germany, where she served on the remuneration committee. Ms. Bexiga brings to the Board, among other skills and qualifications, significant management experience and knowledge in the areas of finance and technology. Her previous positions also afford her a wealth of knowledge across a range of U.S. and global financial services institutions, and provides valuable insight as the Company expands its global network of services. Diane L. Cooper was elected as a director of the Company on September 7, 2018. She retired in 2016 after a 30 year career at General Electric, most recently serving as President and CEO of GE Capital’s Commercial Distribution Business from 2009 to 2016. Prior to that role, Ms. Cooper led the GE Capital Equipment Finance and Equipment Finance Services businesses, and served as President and CEO of Commercial Finance – Capital Solutions. Ms. Cooper also currently serves on the board of the BMO Financial Corp., where she chairs the Risk Oversight Committee. In the past, she has also served as a Director of Aqua Finance, Inc. Ms. Cooper brings to the Board, among other skills and qualifications, significant management experience and knowledge in the areas of finance, business development, mergers and acquisitions, employee leadership, and developing and strengthening customer relationships. Her previous positions also afford her a wealth of experience in the operation and management of a public company in the financial services sector. John M. Fowler was elected as a Director of the Company in 2005. Mr. Fowler, an attorney by training, has since 1998 been a private investor, financial consultant and adviser. From 1996 to 1998, Mr. Fowler was the Chief Financial Officer, Executive Vice President and Director of Moneygram Payment Systems, Inc. He also served as Chief Administrative Officer and Executive Vice President of then Travelers Group, Inc. (now Citigroup, Inc.) from 1986 to 1994. Mr. Fowler has served as General Counsel of the U.S. Department of Transportation, as a Director of Amtrak, as Chairman and Chief Executive Officer of Gulf Insurance Co., as a Director of Transatlantic Re (a reinsurance company), and as a Director of and Chairman of the Compensation Committee of Air Express International. Mr. Fowler brings to the Board, among other skills and qualifications, significant management experience and knowledge in the areas of finance, accounting, legal and executive compensation. His previous positions also afford him a wealth of experience in the operation and management of a public company in the financial services sector, as well as substantial experience in regulatory affairs and governmental relations. Steven Kass was elected as a Director of the Company at the 2018 annual meeting of stockholders. Mr. Kass is presently a consultant to professional service firms with a focus on leadership, organizational culture, business strategy, human capital and corporate governance. He spent 33 years with the accounting firm Rothstein Kass before his retirement as Chief Executive Officer in June 2014. During his tenure as CEO, Rothstein Kass grew organically to become the 20th largest accounting firm in the United States. After the acquisition by KPMG in June 2014 of certain assets of Rothstein Kass, Mr. Kass served as senior partner and global lead of the alternative investment globalization effort at KPMG, retiring from KPMG in September 2016. Mr. Kass was Chairman of the Audit Committee and a member of the Board of Directors of Sun Bancorp, Inc. from 2012 to 2014, and was a member of the Board of Directors of AGN International from 1998 to 2014, serving as Global Chairman of the Board from 2001-2003. Mr. Kass also currently serves on the board and as Audit Committee Chairman of Peapack-Gladstone Bank. Mr. Kass brings to the Board, among other skills and qualifications, significant knowledge in the areas of finance, accounting, internal audit, risk management, corporate governance and Sarbanes-Oxley compliance. In addition, as CEO of Rothstein Kass during its sale to KPMG and subsequent integration, Mr. Kass is able to provide knowledge and insight into the successful integration of professional service organizations. Sean M. O'Connor was elected as a Director in December 2002. He joined the Company in October 2002 as Chief Executive Officer and was appointed as President in October 2015. From 1994 until 2002, Mr. O'Connor was Chief Executive Officer of Standard New York Securities, a division of Standard Bank. From 1999 until 2002, Mr. O'Connor also served as Executive Director of Standard Bank London, Ltd., a United Kingdom bank and subsidiary of the Standard Bank of South Africa. The Board believes that Mr. O'Connor's strong leadership skills, extensive financial experience, and knowledge of the Company, its products and services is valuable to the Board. In 2002, Mr. O'Connor made a significant equity investment in the Company and since that time has led the Company and guided its successful strategy and growth. In addition to his other skills and qualifications, Mr. O'Connor's position as Chief Executive Officer and President serves as a valuable link between the management and vision of the Company and the Board of Directors, allowing the Board to perform its oversight role with the benefit of management's perspective on business, strategy and opportunities. Eric Parthemore was elected as a Director of the Company on October 1, 2009, following the merger with FCStone. He had previously served as a Director of FCStone since 1996, as Vice Chairman of FCStone since January 2007, and as a member of its Board's Executive Committee. He served as the Secretary and Treasurer of FCStone until January 2007. Mr. Parthemore retired in 2017 as the President and Chief Executive Officer of Heritage Cooperative, Inc. in West Mansfield, Ohio. He held that position since September 2009 and had served in the same capacity with its predecessor company since 1996. Mr. Parthemore was appointed in January 2004 to serve on the Ohio Agricultural Commodity Advisory Commission by the Secretary of Agriculture in the State of Ohio and served on this Commission until 2015. From 2009 to September 2017 Mr. Parthemore served on the National Grain Car Council of the Surface Transportation Board, an agency of the US Department of Transportation.

  4. PROPOSAL 1 - ELECTION OF DIRECTORS

    Mr. Parthemore brings to the Board, among other skills and qualifications, significant management experience and knowledge in the areas of risk management similar to a significant portion of the Company's existing client base, and services sought by that client base. In addition, as the former CEO of a large grain and supply cooperative involved in multiple mergers with similar organizations, Mr. Parthemore is able to provide knowledge, guidance and insight into successfully integrating the operations of multiple organizations at a time when the Company is also in the process of integrating multiple organizations. John Radziwill was elected as a Director of the Company in 2002 and serves as Chairman of the Board. Mr. Radziwill is currently a Director of Oryx International Growth Fund Limited, Fifth Street Capital (BVI), Seatboost Inc. and Netsurion LLC (formerly VendorSafe Technologies Inc.). In the past, he has also served as a Director of Goldcrown Group Limited, PingTone Communications, Inc., Baltimore Capital Plc, Lionheart Group, Inc., USA Micro Cap Value Co. Ltd, Acquisitor Plc and Acquisitor Holdings (Bermuda) Ltd. Mr. Radziwill is a member of the Bar of England and Wales. Mr. Radziwill brings to the Board, among other skills and qualifications, significant management experience and knowledge in the areas of finance, accounting, and institutional investing, in particular in the small capitalization sector. In 2002, Mr. Radziwill, together with Mr. O'Connor and retiring Director Scott Branch, made a significant equity investment in the Company and, as an independent Director of the Company, has been closely involved in its development and growth. In addition, his background and current positions afford him the ability to bring an international perspective to the Board. This insight is increasingly valuable as the Company continues to expand its international operations. Dr. Dhamu R. Thamodaran was elected as a director of the Company on October 1, 2021. He retired as Executive Vice President, Chief Strategy Officer & Chief Commodity Hedging Officer from Smithfield Foods, Inc. in December 2020, having served in this role since 2016. Dr. Thamodaran joined Smithfield Foods in 1995 as Director of Price Risk Management, and had related industry experience with John Morrell Food Group and Farmland Foods, which later became part of the Smithfield Foods family. Dr. Thamodaran earned his PhD in Economics from Iowa State University and his Master of Science degree in Agricultural Economics & Statistics from the Indian Agricultural Research Institute in New Delhi, India. Dr. Thamodaran brings to the Board, among other skills and qualifications, significant risk management and strategy development experience and knowledge in the areas of global macroeconomics, global commodities research and analysis, agricultural markets, and the pork value chain. His risk management experience is similar to a significant portion of the Company's existing client base, and he is familiar with the services sought by that client base. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE.

  5. Procedures by which Stockholders may Recommend Nominees for Director

    Procedures by which Stockholders may Recommend Nominees for Director For a stockholder to recommend a Director nominee to the Committee, the stockholder should send the recommendation to the Chairman of the Nominating and Governance Committee, c/o Corporate Secretary, StoneX Group Inc., 1251 NW Briarcliff Parkway, Suite 800, Kansas City, Missouri 64116. The recommendation should include (a) the name, address and telephone number of the potential nominee; (b) a statement regarding the potential nominee's background, experience, expertise and qualifications; (c) a signed statement from the potential nominee confirming his or her willingness and ability to serve as a Director and abide by the corporate governance policies of the Company (including its Code of Ethics) and his or her availability for a personal interview with the Committee; and (d) evidence establishing that the person making the recommendation is a stockholder of the Company. Recommendations which comply with the foregoing procedures and which are received by the Corporate Secretary before September 1 in any year will be forwarded to the Chairman of the Nominating and Governance Committee for review and consideration by the Committee for inclusion in the slate of Director nominees to be recommended to the entire Board for presentation at the annual meeting of stockholders in the following year. In evaluating Director nominees, the Nominating and Governance Committee considers the following factors: •the appropriate size of the Company's Board; •the needs of the Company with respect to the particular talents and experience of its Directors; •the knowledge, skills and experience of nominees, including experience in commodities and securities markets, business, finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board; •familiarity with national and international business matters; •experience with accounting rules and practices; and •the desire to balance the considerable benefit of continuity with the periodic injection of the fresh and diverse perspectives provided by new members. The Nominating and Governance Committee's goal is to assemble a board of directors that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. Other than the foregoing, there are no stated minimum criteria for Director nominees, although the Nominating and Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its stockholders. The Nominating and Governance Committee also believes that it is appropriate for certain key members of the Company's management to serve as Directors. The Nominating and Governance Committee identifies nominees by first evaluating the current members of the Board of Directors who are willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company's business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the Nominating and Governance Committee or the Board decides not to re-nominate a member for re-election, the Nominating and Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nominating and Governance Committee and Board of Directors are polled for suggestions as to individuals meeting the criteria of the Nominating and Governance Committee. Research may also be performed to identify qualified individuals. In consideration of the growth of the Company and the expanded international scope of the Company, the Company strives to increase the diversity on the Board of Directors.

  6. Encourage Long-Term Service through Compensation Practices

    Encourage Long-Term Service through Compensation Practices The Company seeks to encourage long-term service by awarding compensation to the Company's executives that vests over multiple years. In the case of the principal executive officers, the Compensation Committee has elected to award a portion of the executive's bonus in the form of restricted stock. In the case of other executives, the Compensation Committee offers the executives the right to receive a portion of their bonuses in the form of restricted stock.

  7. Executive Performance Plan

    Executive Performance Plan The Company adopted the current Executive Performance Plan (the “EPP”) in 2021 to provide bonuses to designated executives based upon objective criteria. The EPP permits awards to be paid in cash, restricted stock or a combination of both, as further described below. The Company utilized the EPP to reward the Company's six principal executive officers and three executive officers of wholly-owned subsidiaries for fiscal year 2023. Bonuses paid under the EPP are based on objective criteria established by the Company in advance. The Compensation Committee's goal is to utilize bonuses under the EPP as the Company's principal tool for encouraging executives to maximize productivity and the Company's profitability. Awards under the plan provide executives with an incentive to focus on aspects of the Company's performance that the Compensation Committee believes are key to the Company's success. The Compensation Committee administers the EPP and has responsibility for designating eligible participants and establishing specific “performance targets” for each participant in the EPP. The performance targets may be based on one or more of the following business criteria, or on any combination of these criteria: •increase in share price, •adjusted ROE, •control of fixed costs, •control of variable costs, and •adjusted EBITDA growth. For fiscal year 2023, adjusted ROE was the only performance target established and used by the Compensation Committee. With respect to adjusted ROE and adjusted EBITDA growth, the plan generally requires that adjustments be made to ROE or EBITDA, as the case may be, when determining whether the applicable performance targets have been met, so as to eliminate, in whole or in part, in any manner specified by the Committee, the gain, loss, income and/or expense resulting from the following items: •changes in accounting principles that become effective during the performance period, •extraordinary, unusual or infrequently occurring events reported in the Company's public filings, excluding early extinguishment of debt, and •the disposal of a business, in whole or in part. The Committee may, however, provide that one or more of these adjustments will not be made as to a specific award or awards. In addition, the Committee may determine that other adjustments will be made under the applicable business criteria and performance targets to take into account, in whole or in part, in any manner specified by the Committee, any one or more of the following: •gain or loss from all or certain claims and/or litigation and insurance recoveries, •the impact of impairment of tangible or intangible assets, •restructuring activities reported in the Company's public filings, and •the impact of investments or acquisitions. Each of these adjustments may relate to the Company as a whole or any part of the Company's business or operations, as determined by the Committee. Finally, adjustments will be made as necessary to any performance target related to the Company's stock to reflect changes in corporate capitalization, such as stock splits and certain reorganizations. Concurrently with the selection of performance targets, the Committee must establish an objective formula or standard for calculating the maximum bonus payable to each participating executive officer. Under the plan, the maximum bonus for each fiscal year may not exceed $8,500,000 for any executive. Over a five-year period, the maximum per participant amounts are thus $42,500,000 for each executive. Notwithstanding this overall maximum, the Committee has sole discretion to determine whether to actually pay any of or the entire maximum permissible bonus or to change the payment or vesting terms of any bonus, subject in each case to the EPP's terms and any other written commitment authorized by the Committee. The Committee may also exercise its negative discretion by establishing additional conditions and terms of payment of bonuses, including the achievement of other financial, strategic or individual goals, which may be objective or subjective, as it deems appropriate. Although the Committee may waive these additional conditions and terms, it may not waive the basic performance target as to the business criterion chosen for any particular period. Bonuses will be paid in either cash or a combination of cash and restricted stock on a basis to be established by the Committee. The specific proportion of each bonus to be received in the form of restricted stock is subject to review by the Committee from time to time. The aggregate grant date fair value of the restricted stock is included within the Stock Awards column of the Summary Compensation Table in the fiscal year in which the award is granted. The Committee-selected restricted stock proportions utilized for fiscal year 2023 were as follows: •amounts from 0 - $200,000: 15% •amounts from $200,000 - $400,000: 20% •amounts from $400,000 - $600,000: 25% •amounts above $600,000: 30% In general, restricted stock is a grant of stock that is subject to forfeiture if specified vesting requirements are not satisfied. The current vesting requirements are set forth in the following paragraph. If any portion of a named executive officer’s bonus is payable in the form of restricted stock, then the restricted stock will be issued to the executive at a discount of 25% to the market value of the Company's common stock (determined as of the date that is 75 days following the end of the applicable performance period, or, if the Committee has not determined the bonus by this date, 15 days after the amount of the bonus is determined and certified by the Committee). These shares of restricted stock will vest at the rate of one-third per year on each of the first, second and third anniversaries of the grant date of the award, subject to acceleration in connection with a qualifying termination, as specified with greater particularity in an award agreement to be entered into in accordance with the Company's Restricted Stock Program. In its discretion, the Committee may waive these provisions and elect to pay 100% of any bonus payable under the plan, regardless of amount, entirely in cash (for example, in the case of a participant who already holds a substantial number of shares). Likewise, in its discretion, the Committee may alter the vesting period or reduce the discount applicable to any restricted stock award. In the event sufficient shares are not available under the Omnibus Plan to issue restricted stock pursuant to the Restricted Stock Program, then the entire bonus will be payable in cash. The EPP may from time to time be amended, suspended or terminated, in whole or in part, by the Board of Directors or the Committee.

  8. Application of Executive Performance Plan in Fiscal Year 2023

    | Executive Performance Plan - Fiscal 2023 | | | Performance Target | | | Adjusted ROE Target | Target Bonus | | Less than 6.0% | None | | 6% | 24.32% | | For every additional 10 basis points, add | 0.47% | | 8% | 33.78% | | For every additional 10 basis points, add | 0.74% | | 10% | 48.65% | | For every additional 10 basis points, add | 0.97% | | 12.5% | 72.97% | | For every additional 10 basis points, add | 1.08% | | 15% | 100.00% | | For every additional 10 basis points, add | 1.19% | | 17.5% | 129.73% | | For every additional 10 basis points, add | 1.30% | | 20% | 162.16% | | For every additional 10 basis points, add* | 2.11% | | (*) subject to a maximum annual amount of $8,500,000 per EPP participant. | |

  9. Bonuses Earned under Executive Performance Plan for Fiscal Year 2023

    Bonuses Earned under Executive Performance Plan for Fiscal Year 2023 Based upon the Company's results for fiscal year 2023 and adjusting for amortization expense of intangible assets acquired in the GAIN acquisition, an adjusted ROE of 19.2% was used in calculating the amount of bonuses earned under the EPP. As such, the awards for the five named executive officers’ bonus payout earned under the EPP for fiscal year 2023 were as follows:

  10. Bonuses Earned under Executive Performance Plan for Fiscal Year 2023

    | Bonuses Earned under 2023 Executive Performance Plan | | | | | | Name | Nominal Amount (1) | Cash Amount (2) | Restricted Shares (3) | | | | | | (#) | Value | | Sean O'Connor | $3,736,917 | $2,675,842 | 20,884 | $1,414,682 | | William Dunaway | $2,055,152 | $1,498,607 | 10,954 | $742,024 | | Glenn Stevens | $2,801,929 | $2,021,350 | 15,363 | $1,040,690 | | Philip Smith | $2,615,235 | $1,046,093 | 26,729 | $1,810,611 | | Charles Lyon | $2,615,235 | $1,890,664 | 14,261 | $966,040 |

  11. Bonuses Earned under Executive Performance Plan for Fiscal Year 2023

    (1) This column sets forth the nominal amount of the bonus earned by each executive under the EPP in fiscal year 2023. For Messrs. O'Connor, Dunaway, Stevens, and Lyon, a portion of this amount was paid in the form of a cash bonus and the balance was paid in the form of restricted stock under the Restricted Stock Program. For Mr. Smith, a portion of this amount was paid in the form of a cash bonus, a portion of this was paid in the form of restricted stock pursuant to the terms of the remuneration policy of the subsidiary StoneX Financial Ltd (“SFL”) (as described further below), and the balance was paid in the form of restricted stock valued at a discount of 25% to the market value of the Company's common stock on the date specified in the EPP. The remuneration policy of SFL complies with the rules imposed by the Financial Conduct Authority which apply to Mr. Smith, as being considered one of SFL’s Material Risk Takers, pertaining to variable remuneration, namely the requirements to pay a minimum percentage of annual variable remuneration in instruments that have a post-vesting retention period and subject to deferral for three years with pro-rata vesting. Restricted shares issued to Mr. Smith under the remuneration policy of SFL are not valued at a discount to market value. (2) This column sets forth the cash amount earned by each executive under the EPP in fiscal year 2023. These amounts were paid in fiscal year 2024. (3) This column sets forth the number of shares of restricted stock awarded under the EPP to each executive and the value of the shares calculated in accordance with the Stock Compensation Topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). These shares vest ratably over a period of three years in accordance with the terms of the Restricted Stock Program. These shares were granted on December 15, 2023, and had a fair market value of $67.74 per share on the date of grant. The value of these restricted shares is not included in the 2023 Summary Compensation Table, as the grant date of these restricted shares occurred in fiscal year 2024.

  12. Long-Term Performance Incentive Plan

    Long-Term Performance Incentive Plan The Board of Directors and the Compensation Committee approved a long-term performance incentive plan (“LTIP”) for the named executive officers and other key employees or officers who are, or in the opinion of the Compensation Committee may become, executive officers. The LTIP was presented to and approved by the stockholders at the 2016 Annual Meeting. The LTIP has subsequently been subsumed into the 2022 Omnibus Incentive Compensation Plan. The purpose of the LTIP, which is a cash-based plan, is to promote the interests of the Company by enabling the Company to provide participating executives with appropriate incentives to encourage them to continue in the employment of the Company and to promote the Company’s long-term growth, stability and profitability. It is intended that the LTIP will assist the Company in balancing risk and financial results in a manner that does not encourage participating executives to expose the Company to imprudent short-term risks. Furthermore, since the LTIP has longer-term performance periods with payouts linked to future performance in certain key business criteria, the Compensation Committee views the LTIP separately from the EPP and other annual compensation paid to the participating executives. The Compensation Committee administers the LTIP and is charged with the discretion and responsibility for designating eligible participants and establishing specific "performance measures" for each participant in the LTIP. The performance measures may be based on one or more of the following Company business criteria, or on any combination thereof, on a consolidated basis: •adjusted ROE, •EBITDA growth, •total stockholder return, •market price of the Company’s common stock or the market price, face amount or discounted value of debt or other equity securities, •book value per share, •tangible book value per share, •earnings per share, •net income, •pre-tax operating income, •net revenues, •pre-tax earnings, and •debt -to-equity ratio. The performance periods under the LTIP are expected typically to be five fiscal years, but may be a longer or shorter period of time, as determined by the Compensation Committee. The amounts to be paid under the LTIP may vary based on, be indexed to, or be conditioned all or in part on, the satisfaction of one or more of the performance measures, which performance measures may relate to such measures or combination of measures of individual performance and/or the Company’s performance (including, any divisional, business unit or other performance) as the Compensation Committee deems appropriate at the time the performance measures are established. The performance measures may be absolute or relative, and may include risk-based adjustments or adjustments for items that are unusual in nature or infrequent in occurrence. The adjustments as determined by the Compensation Committee are to be determined in accordance with generally accepted accounting principles, unless another objective method of measurement is designated by the Compensation Committee. Concurrently with the selection of performance measures, the Compensation Committee must establish an objective formula or standard for calculating the amount payable to each participating executive officer, including the calculation of a maximum amount. In any fiscal year, the maximum amount payable under the LTIP, together with the maximum bonus payable in such fiscal year, may not exceed the amount stated as the “Maximum Individual Bonus” under the EPP. The Compensation Committee has made awards to participating executive officers, beginning on October 1, 2015, with an award period of five fiscal years and a payout amount at the end of the award period that is dependent on an annual interest factor and the Company's average adjusted ROE over the award period. The LTIP awards are calculated in three steps, as follows: •Step 1: The Compensation Committee determines the LTIP award’s initial notional value based upon the participating executive’s roles and responsibilities in the Company’s performance and the executive’s ability to impact future performance. •Step 2: On an annual basis, the LTIP award’s notional value is increased by an earnings factor (“Interest”) equal to the higher of (a) the Company’s effective borrowing rate for a given year, or (b) the Company’s adjusted ROE (as calculated in the same manner as for the EPP) provided that if the amount determined under (a) or (b) is determined to be a percentage that is below 3%, then the Interest shall be 3%, and provided further that if the amount determined under (a) or (b) is determined to be a percentage that is above 15%, then the Interest shall be 15%. •Step 3: The LTIP award will be either increased or decreased by a Performance Adjustment factor. The amount of increase or decrease, if any, in the award due to the Performance Adjustment factor will be equal to the total amount of the award at expiration of a predetermined award period, including all accrued Interest, multiplied by a percentage tied, for the currently proposed award, to the average ROE over the award period, as set forth in the following table:

  13. Long-Term Performance Incentive Plan

    | Average Adjusted ROE† per year over Award Period | % Payout of Award plus Interest | | 0%* | 0% | | 1%* | 25% | | 2%* | 45% | | 3%* | 60% | | 4%* | 70% | | 5% to 10% | 75 to 100%, ratably | | 10% to 15% | 100% to 125%, ratably |

  14. Long-Term Performance Incentive Plan

    † For the purposes of calculating average adjusted ROE, a negative ROE in any year shall be considered to be zero. The average ROE is calculated based upon the arithmetic average using each of the annual adjusted ROE's for the five-year award period. * Percentage payout of Award plus Interest to be ratable per percentage ROE. The Compensation Committee has the discretion each year, for every new award, to change the award amount, the award period and the performance measure or measures on which the performance adjustment is based. For fiscal year 2023, the Compensation Committee determined not to make any changes to the LTIP other than the amount as awarded to the participating executives. The LTIP may from time to time be amended, suspended or terminated, in whole or in part, by the Board of Directors or the Compensation Committee. The fiscal year 2023 compensation award based upon the LTIP is included within the 2023 Summary Compensation Table and is based on the achievement of an adjusted ROE of 19.2%.

  15. Discretionary Bonuses

    Discretionary Bonuses The Company may award discretionary bonuses to its executives, including the named executive offices, based on a subjective evaluation of the executive's performance and the overall performance of the Company. Such awards are independent of the EPP. In fiscal year 2023, the Compensation Committee did not award discretionary bonuses to the nine executive officers participating in the EPP.

  16. Equity Awards

    Equity Awards A key component of an executive officer’s compensation is equity incentive awards, which are critical to focusing our executives on the Company’s long-term growth and creating stockholder value. The Compensation Committee grants equity awards under the Company's 2022 Omnibus Incentive Compensation Plan (the "Omnibus Plan"). The purpose of the Omnibus Plan is to allow for the awarding of incentive compensation that aligns the interests of officers, directors, employees and consultants of the Company and its subsidiaries with those of the stockholders. The Company believes the awarding of incentive compensation under the Omnibus Plan encourages the participants to contribute materially to the growth of the Company, thereby benefiting the Company’s stockholders, and aligns the economic interests of the participants with those of the stockholders. The Omnibus Plan is administered by the Compensation Committee. The Compensation Committee reviews the Omnibus Plan and annual equity grant practice regularly to ensure that the Company balances the goal of compensating and motivating our employees against our stockholders' interest in limiting dilution from equity grants. The Omnibus Plan incorporates certain terms that the Company believes align with corporate governance best practices and are intended to further align the Company's incentive compensation program with the interests of the stockholders. These terms include minimum vesting requirements for equity awards, restricting dividends and dividend equivalents on equity awards, no repricing of options, no "liberal" share recycling, no "liberal" change in control definition, no evergreen provision, a clawback of awards under specified circumstances, and no tax gross-ups. Historically, the Compensation Committee has granted stock options and restricted stock awards to its named executive officers under the Omnibus Plan. On December 15, 2021, stock options were granted to Mr. Stevens, and vest ratably over four years, as described in the Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2023 discussion, and have a term of approximately five years. The award, vesting dates, and term were set by the Company’s Board of Directors to coincide with the same dates as options previously granted to other executive officers, prior to Mr. Stevens joining the Company.

  17. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, transaction bonus payments, severance payments, certain fringe benefits and payments and acceleration of vesting under long-term incentive plans. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers in the future, our Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, our Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. Note that none of our NEOs (or other executives or employees) are entitled to any tax gross-up or similar payments with respect to any excise taxes that may be imposed in accordance with the foregoing.

  18. Accounting Standards

    Accounting Standards ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of time-based restricted stock units and performance-based restricted stock units under our equity incentive award plans are accounted for under ASC Topic 718. Our Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs.

  19. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information concerning the compensation of the Company's (a) Principal Executive Officer, (b) Principal Financial Officer, and (c) the other three most highly compensated executive officers as specified by SEC rules (the “named executive officers”) for fiscal years 2023, 2022 and 2021.

  20. 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value ($)(5) | All Other Compensation ($)(6) | Total ($) | | Sean M. O'Connor, Director, Chief Executive Officer and President | 2023 | 600,000 | — | 1,692,960 | — | 4,180,754 | — | 44,292 | 6,518,006 | | | 2022 | 600,000 | — | 753,414 | — | 4,586,019 | — | 15,190 | 5,954,623 | | | 2021 | 600,000 | — | 1,274,170 | — | 2,849,774 | — | 24,619 | 4,748,563 | | William J. Dunaway, Chief Financial Officer | 2023 | 375,000 | — | 895,135 | — | 2,431,952 | — | 14,063 | 3,716,150 | | | 2022 | 375,000 | — | 336,691 | — | 2,642,156 | — | 12,813 | 3,366,660 | | | 2021 | 375,000 | — | 597,125 | — | 1,601,573 | 4,364 | 12,385 | 2,590,447 | | Glenn Stevens, Head of Retail and Foreign Exchange | 2023 | 500,000 | 450,000 | 1,249,765 | — | 3,379,605 | — | 7,211 | 5,586,581 | | | 2022 | 500,000 | 450,000 | 388,805 | 827,200 | 3,860,879 | — | 9,541 | 6,036,425 | | | 2021 | 500,000 | 450,000 | — | — | 3,658,922 | | 12,112 | 4,621,034 | | Philip Smith, Chief Executive Officer of StoneX Financial Ltd | 2023 | 396,034 | — | 1,734,951 | — | 2,044,551 | — | 27,152 | 4,202,688 | | | 2022 | 390,269 | — | 420,073 | — | 2,646,104 | — | 40,580 | 3,497,026 | | | 2021 | 434,484 | — | 732,512 | — | 1,809,465 | — | 39,979 | 3,016,440 | | Charles Lyon, Chief Executive Officer of StoneX Financial Inc. | 2023 | 400,000 | — | 1,161,107 | — | 2,889,122 | — | 49,212 | 4,499,441 | | | 2022 | 400,000 | — | 420,073 | — | 3,171,489 | — | 10,524 | 4,002,086 | | | 2021 | 400,000 | — | 732,512 | — | 1,809,465 | — | 17,154 | 2,959,131 |

  21. 2023 Summary Compensation Table

    (1) With respect to Mr. Stevens, the amount includes a deferred cash award for services rendered in fiscal year 2023, fiscal year 2022, fiscal year 2021 and fiscal year 2020, which was structured to mirror restricted stock awards made by GAIN to the executive in prior years. With respect to Messrs. O'Connor, Dunaway, Smith and Lyon, no discretionary cash bonuses were awarded to them for fiscal years 2021 through 2023. (2) The amounts in this column reflect the aggregate grant date fair value for financial statement reporting purposes of stock awards granted in fiscal years 2023, 2022 and 2021 to each of the named executive officers as determined in accordance with FASB ASC Topic 718. All of the stock awards were granted pursuant to the EPP. Assumptions used in the calculation of these amounts are included in Note 16 in the Company's consolidated financial statements as set forth in the Company's Annual Report on Form 10-K for the 2023 fiscal year. These amounts reflect the Company's aggregate accounting expense for these awards over the term of the award and do not represent the actual economic value that may be realized by each named executive officer. There can be no assurance that the amounts will ever be realized. (3) The amount in this column reflects the aggregate grant date fair value for financial statement reporting purposes of stock options granted in fiscal year 2022 to Mr. Stevens as determined in accordance with FASB ASC Topic 718. For information on the valuation assumptions with respect to the option grant, see Note 16 in the Company's consolidated financial statements as set forth in the Company's Annual Report on Form 10-K for the 2023 fiscal year. This amount reflects the Company's aggregate accounting expense for this award over the term of the award and does not represent the actual economic value that may be realized by Mr. Stevens. There can be no assurance that the amount will ever be realized. (4) The amounts in this column reflect (i) in fiscal year 2023, with respect to Messrs. O'Connor, Dunaway, Stevens, Smith, and Lyon, cash bonuses earned under the EPP of $2,675,842, $1,498,607, $2,021,350, $1,046,093, and $1,890,664, respectively, which were paid in the following fiscal year; in fiscal year 2022, with respect to Messrs. O'Connor, Dunaway, Stevens, Smith, and Lyon, cash bonuses earned under the EPP of $3,162,561, $1,766,409, $2,386,921, $1,706,409, and $2,231,793, respectively, which were paid in the following fiscal year; and in fiscal year 2021, with respect to Messrs. O'Connor, Dunaway, Stevens (representing 75% of the annual amount due to a pro-rata portion of his GAIN annual bonus being paid), Smith, and Lyon, cash bonuses earned under the EPP of $1,518,380, $789,190, $880,339, 935,028 and $935,028, respectively, which were paid in the following fiscal year, (ii) in fiscal year 2023, with respect to Messrs. O'Connor, Dunaway, Stevens, Smith, and Lyon, amounts earned under the LTIP of $1,504,912, $933,345, $1,358,255, $998,458, and $998,458, respectively; in fiscal year 2022, with respect to Messrs. O'Connor, Dunaway, Stevens, Smith, and Lyon, amounts earned under the LTIP of $1,423,458, $875,747, $1,473,958, $939,696, and $939,696 respectively; and in fiscal year 2021, with respect to Messrs. O'Connor, Dunaway, Stevens, Smith and Lyon, amounts earned under the LTIP of $1,331,394, $812,383, $1,895,833, $874,437, and $874,437, respectively, which in each case will be paid subsequent to the end of the award period as described in the section entitled “Long-Term Performance Incentive Plan” above; and (iii) in fiscal year 2021, with respect to Mr. Stevens, a cash bonus earned under the GAIN annual executive bonus plan for the calendar year ended December 31, 2020 of $882,750, which represents 25% of the annual amount of such cash bonus. (5) The amounts in this column reflect any actuarial increase in the present value of Mr. Dunaway's benefits under the qualified noncontributory defined benefit pension plan that was assumed in connection with the acquisition of FCStone. Any increase was determined using interest rate and mortality rate assumptions consistent with those used in the Company's consolidated financial statements. Aggregate changes in pension value that were less than zero and excluded from this table were $3,292 in fiscal year 2023 and $40,076 in fiscal year 2022. The amount shown in this column for fiscal year 2022 has been revised from the proxy statement for the 2023 Annual Meeting of Stockholders to correct a computational error, which reflected the inclusion of the negative change in actuarial value. Because the value listed in this column is a component of the Total column, the Total amount reported in the fiscal year 2022 has also been revised from the proxy statement for the 2023 Annual Meeting of Stockholders. (6) The amounts in this column represent (i) in fiscal year 2023, with respect to Messrs. O'Connor, Dunaway, Stevens, Smith, and Lyon, contributions by the Company under defined contribution pension plans of $14,704, $14,063, $7,211, $27,152, and $15,901, respectively; in fiscal year 2022, with respect to Messrs. O'Connor, Dunaway, Stevens, Smith, and Lyon, contributions by the Company under defined contribution pension plans of $15,190, $12,813, $9,541, $40,580, and $10,524, respectively; and in fiscal year 2021, with respect to Messrs. O'Connor, Dunaway, Stevens, Smith, and Lyon, contributions by the Company under defined contribution pension plans of $13,824, $12,385, $12,112, $39,979, and $17,154, respectively; and (ii) with respect to Mr. O'Connor in fiscal year 2023 and fiscal year 2021 and Mr. Lyon in fiscal year 2023, the incremental cost of the personal use of the Company's airplane.

  22. Grants of Plan Based Awards - 2023

    Grants of Plan Based Awards - 2023 The following table sets forth information on plan based awards granted in fiscal year 2023 to each of the Company's named executive officers. There can be no assurance that the amounts disclosed below will ever be realized. The amount of the equity awards that were granted, and the amount of the non-equity awards that were earned in fiscal year 2023, are shown in the 2023 Summary Compensation Table on page 24.

  23. Grants of Plan Based Awards - 2023

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All other Stock Awards: | All Other Option Awards: | | | | | | | | | | | | | Number of Shares of Stock or Units(#)(4) | Number of Securities Under- lying Options | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Type of Award | Grant Date | Approval Date | Threshold ($)(1) | Target ($)(2) | Maximum ($)(3) | Target Units (#) | Maximum Units (#) | | | | | | Sean M. O'Connor | EPP | 12/15/2022 | 11/8/2022 | 598,758 | 2,462,000 | 8,500,000 | | | 27,297 | | | 1,692,960 | | | LTIP | | | | | | | | | | | | | William J. Dunaway | EPP | 12/15/2022 | 11/8/2022 | 329,293 | 1,354,000 | 8,500,000 | | | 14,433 | | | 895,135 | | | LTIP | | | | | | | | | | | | | Glenn Stevens | EPP | 12/15/2022 | 11/8/2022 | 448,947 | 1,846,000 | 8,500,000 | | | 20,151 | | | 1,249,765 | | | LTIP | | | | | | | | | | | | | Philip Smith | EPP | 12/15/2022 | 11/8/2022 | 419,034 | 1,723,000 | 8,500,000 | | | 27,734 | | | 1,734,951 | | | LTIP | | | | | | | | | | | | | Charles Lyon | EPP | 12/15/2022 | 11/8/2022 | 419,034 | 1,723,000 | 8,500,000 | | | 18,721 | | | 1,161,107 | | | LTIP | | | | | | | | | | | |

  24. Grants of Plan Based Awards - 2023

    (1) The information in this column sets the threshold amount, or the minimum payment that would have been paid to each named executive officer under the EPP for fiscal year 2023, assuming the adjusted ROE used in calculating the amount of the bonuses was no less than 6%. If the adjusted ROE was less than 6%, no amount would have been paid to each named executive officer. (2) The information in this column sets the target amount that would have been paid to each named executive officer under the EPP and LTIP for fiscal year 2023, assuming the adjusted ROE used in calculating the amount of the bonuses was 15%, the Company's stated target annual ROE. (3) The information in this column sets forth the maximum amount that could have been paid to each named executive officer under the EPP and LTIP for fiscal year 2023. The potential payment under the plan for each named executive officer ranged from none to the maximum amount specified in the table, depending upon the achievement of the performance criteria for fiscal year 2023. These criteria are described in the sections entitled “Application of Executive Performance Plan in 2023” and “Long-Term Performance Incentive Plan” above. In any fiscal year, the maximum aggregate amount payable under the EPP and LTIP may not exceed the amount stated as the “Maximum Individual Bonus” under the EPP. (4) The information in this column consists of performance-based restricted shares issued in fiscal year 2023 under the EPP with respect to services rendered in fiscal year 2022 as further described above.

  25. Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2023

    Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2023 The following table sets forth all outstanding equity awards held by the named executive officers as of September 30, 2023.

  26. Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2023

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (6) | | Sean M. O'Connor | 120,000(1) | 180,000(1) | 30.00 | 12/5/2026 | 26,920(3) | 1,739,301 | | | | | | | 15,171(4) | 980,198 | | | | | | | 9,099(5) | 587,886 | | William J. Dunaway | 60,000(1) | 90,000(1) | 30.00 | 12/5/2026 | 13,033(3) | 842,062 | | | | | | | 7,523(4) | 486,061 | | | | | | | 4,810(5) | 310,774 | | Glenn Stevens | 15,000(2) | 45,000(2) | 41.36 | 12/5/2026 | 9,851(3) | 636,473 | | | | | | | 9,850(4) | 636,409 | | | | | | | 6,717(5) | 433,985 | | Philip Smith | 60,000(1) | 90,000(1) | 30.00 | 12/5/2026 | 19,386(3) | 1,252,529 | | | | | | | 12,629(4) | 815,960 | | | | | | | 9,244(5) | 597,255 | | Charles Lyon | 60,000(1) | 90,000(1) | 30.00 | 12/5/2026 | 16,381(3) | 1,058,376 | | | | | | | 9,625(4) | 621,871 | | | | | | | 6,240(5) | 403,166 |

  27. Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2023

    (1) The stock options were granted on December 5, 2018 and vest ratably over five years, with one-fifth vesting on the third, fourth, fifth, sixth and seventh anniversaries of the grant date, and have a term of eight years. (2) The stock options, were granted on December 15, 2021 and vest ratably over four years, with one-fourth vesting on the first, second, third, and fourth anniversaries of December 5, 2021, and have a term of approximately five years. The vesting dates and expiration date were set by the Company's Board of Directors to coincide with the same dates as options previously granted to the other executive officers. (3) These shares vested on or about December 15, 2023. (4) These shares vest on or about December 15, 2024. (5) These shares vest on or about December 15, 2025. (6) Based on the closing price of the Company's common stock on September 30, 2023, which was $64.61 per share.

  28. Options Exercised and Stock Vested - Fiscal Year 2023

    Options Exercised and Stock Vested - Fiscal Year 2023 The following table sets forth the number of shares of common stock acquired during fiscal year 2023 by each named executive officer upon the exercise of options or through the vesting of restricted stock. Value realized for stock awards is determined based on the closing price of the Company’s common stock on the applicable vesting date.

  29. Options Exercised and Stock Vested - Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Sean M. O'Connor | — | — | 26,540 | $1,667,432 | | William J. Dunaway | — | — | 12,107 | $760,871 | | Glenn Stevens | — | — | 3,133 | $194,309 | | Philip Smith | — | — | 14,993 | $942,145 | | Charles Lyon | — | — | 14,993 | $942,145 |

  30. Potential Payments Upon Termination of Employment or a Change of Control

    Potential Payments Upon Termination of Employment or a Change of Control In the event of a qualifying termination of employment and/or the occurrence of a change in control of the Company, each of our NEOs are entitled to certain payments and benefits under their Employment Agreements and/or their outstanding incentive awards. A detailed summary of these payments and benefits are described above as well as in the footnotes to the table below. The following table sets forth the amounts of the payments and benefits that each NEO would have been entitled to receive upon a qualifying termination of employment by the Company and/or the occurrence of a change in control, in each case assuming the relevant event occurred on September 30, 2023. There can be no assurance that a relevant event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  31. Potential Payments Upon Termination of Employment or a Change of Control

    | Name | Benefit | Termination Without Cause Other than Change in Control | Resignation for Good Reason Other than Change in Control | Termination Without Cause or Resignation for Good Reason After Change in Control | Death or Disability | | Sean M. O’Connor | Cash severance (1) | $8,329,917 | $8,329,917 | $9,860,917 | $3,736,917 | | | Long Term Incentive Plan (2) | 5,068,322 | 1,808,813 | 5,518,322 | 4,144,322 | | | Accelerated Vesting of Equity Awards (3) | 3,307,386 | 2,548,283 | 3,307,386 | 3,307,386 | | | Health Benefits (4) | 20,538 | 20,538 | 27,384 | — | | | Total | $16,726,163 | $12,707,551 | $18,714,009 | $11,188,625 | | William J. Dunaway | Cash Severance (1) | $4,648,652 | $4,648,652 | $5,513,152 | $2,055,152 | | | Long Term Incentive Plan (2) | 3,136,274 | 1,130,508 | 3,417,524 | 2,558,774 | | | Accelerated Vesting of Equity Awards (3) | 1,638,897 | 1,283,155 | 1,638,897 | 1,638,897 | | | Health Benefits (4) | 37,368 | 37,368 | 49,824 | — | | | Total | $9,461,191 | $7,099,683 | $10,619,397 | $6,252,823 | | Glenn Stevens | Cash Severance (1) | $6,320,929 | $6,320,929 | $7,493,929 | $2,801,929 | | | Long Term Incentive Plan (2) | 3,952,734 | 3,952,734 | 4,358,984 | 3,182,734 | | | Accelerated Vesting of Equity Awards (3) | 1,706,867 | 1,706,867 | 1,706,867 | 1,706,867 | | | Health Benefits (4) | 34,614 | 34,614 | 46,152 | — | | | Total | $12,015,144 | $12,015,144 | $13,605,932 | $7,691,530 | | Philip Smith | Cash Severance (1) | $5,799,735 | $5,799,735 | $6,861,235 | $2,615,235 | | | Long Term Incentive Plan (2) | 3,357,929 | 1,205,875 | 3,657,929 | 2,741,929 | | | Accelerated Vesting of Equity Awards (3) | 2,665,744 | 2,229,368 | 2,665,744 | 2,665,744 | | | Health Benefits (4) | 5,684 | 5,684 | 7,579 | — | | | Total | $11,829,092 | $9,240,662 | $13,192,487 | $8,022,908 | | Charles Lyon | Cash Severance | $— | $— | $— | $— | | | Long Term Incentive Plan (2) | 3,357,929 | 1,205,875 | 3,657,929 | 2,741,929 | | | Accelerated Vesting of Equity Awards (3) | 2,083,414 | 1,647,038 | 2,083,414 | 2,083,414 | | | Health Benefits | — | — | — | — | | | Total | $5,441,343 | $2,852,913 | $5,741,343 | $4,825,343 |

  32. Potential Payments Upon Termination of Employment or a Change of Control

    (1) Represents the cash severance amounts that Messrs. O’Connor, Dunaway, Stevens and Smith are entitled to under their Employment Agreements as summarized above. (2) Award agreements under the LTIP relating to awards granted by the Compensation Committee in fiscal years 2019, 2020 and 2021 provide for the acceleration of amounts payable following a termination without “cause” or resignation for "good reason" (only for Mr. Stevens) other than following a change of control, as well as provide for the acceleration of amounts payable following a termination without “cause” or resignation for “good reason” following a change in control ("cause" and "good reason" as each such term is defined in the LTIP grant agreements). Specifically, if a termination without “cause” (other than for an extended absence) or resignation for “good reason” occurs within 18 months following a change in control, the recipient would be entitled to receive the product of (A) the sum of (1) the full Target Award and (2) the Interest accrued on the full Target Award through the end of the fiscal quarter in the Performance Period immediately preceding such termination and (B) the Performance Adjustment as measured through the end of the fiscal quarter immediately preceding such termination, rather than the pro rata share of the Target Award which would be due in the absence of a change in control. The payment of any amounts following a change in control would be subject to the recipient's compliance with the non-solicitation provisions of the award agreement. Award agreements under the LTIP relating to awards granted by the Compensation Committee in fiscal years 2022 and 2023 provide for the acceleration of amounts payable following a termination without “cause” or resignation for "good reason" ("cause" and "good reason" as each such term is defined in the LTIP grant agreements). Specifically, in the event of termination without “cause” or resignation for “good reason”, the recipient would be entitled to receive the sum of (1) the accrued value of the LTIP Award as of the latest fiscal quarter and (2) the remaining nominal amount of the original LTIP grant. In the event of the recipient’s death, “disability”, or “retirement” ("disability" and "retirement" as each such term is defined in the LTIP plan), the recipient or their estate, would be entitled to the accrued value of the LTIP Award as of the latest fiscal quarter. (3) Pursuant to the terms of outstanding restricted stock awards, in the event of a termination by the Company without “cause”, resignation for "good reason" (awards granted after May 21, 2021 for Messrs. O'Connor, Dunaway, Smith and Lyon and all awards only for Mr. Stevens) or due to "death or disability” (as each such term is defined in the restricted stock award agreements), any unvested restricted stock will become fully vested as of the date of such termination. In the event of a voluntary termination of employment of Messrs. O’Connor, Dunaway, Stevens, Smith or Lyon, which qualifies as a “retirement” (as such term is defined in the Plan), any restricted stock which has not vested on or before the termination of employment will become fully vested on the earliest of the following dates: (i) the first anniversary of such date of termination, provided in the sole judgment of the Compensation Committee the participant has not served a competitor of the Company during the intervening year in a similar capacity to that in which the participant served the Company; or (ii) the third anniversary of the date of grant; or (iii) the date of death of the participant. (4) Represents continued health benefits that Messrs. O’Connor, Dunaway, Stevens and Smith are entitled to under their Employment Agreements as summarized above.

  33. CEO Pay Ratio

    CEO Pay Ratio The Company’s compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of every StoneX Group Inc. employee reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are set to be market-competitive in the country in which the jobs are performed. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop, and contribute. Under rules adopted pursuant to the Dodd-Frank Act of 2010, StoneX Group Inc. is required to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to the Company’s CEO. The paragraphs that follow describe our methodology and the resulting CEO Pay ratio.

  34. Methodology and Pay Ratio

    Methodology and Pay Ratio After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation as calculated using Summary Compensation Table requirements was $87,457. Our CEO’s compensation as reported in the 2023 Summary Compensation Table was $6,518,006. Therefore, our CEO to median employee pay ratio is 75:1. This information is being provided in order to comply with the SEC's disclosure rules. In calculating the pay ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of international operations, business models and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their respective pay ratios. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  35. Pay Versus Performance

    Pay Versus Performance

  36. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    Required Tabular Disclosure of Compensation Actually Paid Versus Performance In accordance with rules adopted by the SEC, the following tables and accompanying discussion and charts provide information on the relationship between the “compensation actually paid” (“CAP”) to our Named Executive Officers (“NEOs”) (calculated in accordance with Item 402(v) of Regulation S-K) and certain measures of the Company’s financial performance, including Total Shareholder Return, Net Income and the Company selected measure of Adjusted ROE. It includes compensation for our Principal Executive Officer (“PEO”), Mr. Sean M O'Connor, and the average compensation for all other NEOs, or the non-PEO NEOs. The amounts reported in this table are not additional amounts received by our chief executive officer and non-PEO NEOs to the amounts reported in the Summary Compensation Table (“SCT”). The CAP set forth in the table below does not reflect amounts actually realized by our NEOs, and the Compensation Committee did not consider the pay versus performance disclosure below when making compensation decisions for any of the years presented. For further information concerning the company’s variable incentive philosophy and how the company aligns executive compensation with the company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  37. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total or Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions) ($)(5) | Adjusted ROE (%)(6) | | | | | | | Total Stockholder Return ($)(3) | Peer Group Total Stockholder Return ($)(4) | | | | 2023 | $6,518,006 | 8,676,423 | 4,500,392 | 5,468,781 | 189 | 173 | 239 | 19.2% | | 2022 | $5,954,623 | 8,242,627 | 4,288,480 | 5,044,391 | 162 | 147 | 207 | 21.7% | | 2021 | $4,748,563 | 7,466,350 | 3,242,632 | 3,914,949 | 129 | 167 | 116 | 15.2% |

  38. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    (1) The following individuals are our PEO and other NEOs for each fiscal year.

  39. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2023 | Sean M O'Connor | William J. Dunaway, Glenn Stevens, Charles Lyon, Philip Smith | | 2022 | Sean M O'Connor | William J. Dunaway, Glenn Stevens, Diego Rotsztain, Charles Lyon | | 2021 | Sean M O'Connor | William J. Dunaway, Glenn Stevens, Diego Rotsztain, Philip Smith |

  40. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    (2) Compensation Actually Paid to our PEO and Non-PEO NEOs represent the "Total" compensation reported in the SCT for the applicable fiscal year, adjusted as shown below. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine grant date fair value of such awards. The dollar amounts do not reflect the actual amount of compensation earned by, or paid to, our NEOs during the fiscal years.

  41. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | | Fiscal Year 2021 | | Fiscal Year 2022 | | Fiscal Year 2023 | | | | PEO | Non-PEO NEOs (Avg) | PEO | Non-PEO NEOs (Avg) | PEO | Non-PEO NEOs (Avg) | | SCT Total Compensation | $4,748,563 | $3,242,632 | $5,954,623 | $4,288,480 | $6,518,006 | $4,500,392 | | Less: Amounts Reported under the “Change in Pension Value” Column in the SCT | — | (1,091) | — | — | — | — | | Less: Amounts Reported under the "Stock Awards" Column in the SCT | (1,274,170) | (332,409) | (753,414) | (321,972) | (1,692,960) | (1,260,240) | | Less: Amounts Reported under the "Option Awards" Column in the SCT | — | — | — | (361,900) | — | — | | Plus: Fair value as of the end of the covered fiscal year of equity compensation granted during the covered fiscal year | 1,548,533 | 403,980 | 1,007,163 | 928,616 | 1,763,659 | 1,308,982 | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of covered fiscal year | 2,373,251 | 593,423 | 2,593,196 | 651,270 | 1,533,083 | 682,253 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | 70,173 | 8,414 | (558,941) | (140,103) | 554,635 | 237,394 | | Compensation Actually Paid | $7,466,350 | $3,914,949 | $8,242,627 | $5,044,391 | $8,676,423 | $5,468,781 |

  42. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    (3) Total stockholder return (“TSR”) value represents the Company’s cumulative TSR based on an initial $100 investment on September 30, 2020 through the end of each applicable year, assuming reinvestment of dividends. (4) Our Peer Group TSR is the NYSE/Arca Securities Broker/Dealer Index and is the same group of companies used in our Common Stock Performance Comparison graph as included in our Annual Report. Peer Group TSR value represents the cumulative TSR based on an initial $100 investment on September 30, 2020. (5) Net income is calculated in accordance with U.S. GAAP and reflects the amounts reported in the Company’s Annual Report on Form 10-K for the applicable year. (6) Adjusted ROE is the company-selected financial performance measure that, in our assessment, represents the most important link to compensation actually paid to our NEOs to company performance. Adjusted ROE is not a measure of financial performance under GAAP. Adjusted ROE is defined as net income subject to certain specific adjustments, divided by the average shareholder equity. See Appendix A for a reconciliation of adjusted net income, used in the calculation of Adjusted ROE, to net income calculated in accordance with U.S. GAAP.

  43. Relationship of Information Presented in the Pay Versus Performance Table and Financial Measures

    Relationship of Information Presented in the Pay Versus Performance Table and Financial Measures In accordance with Item 402(v) requirements, we are providing the following charts to describe the relationships between the information presented in the Pay versus Performance Table and the financial measures.

  44. Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) versus Cumulative TSR of Company and our Peer Group

    Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) versus Cumulative TSR of Company and our Peer Group The graph below illustrates the relationship between “Compensation Actually Paid" to our PEO and on average to our Non-PEO NEOs compared to the cumulative TSR of StoneX and the Peer Group over the three covered fiscal years.

  45. Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) and Net Income

    Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) and Net Income The graph below illustrates the relationship between “Compensation Actually Paid" to our PEO and on average to our Non-PEO NEOs compared to net income over the three covered fiscal years.

  46. Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) and Adjusted ROE

    Relationship Between Compensation Actually Paid for PEO and Non-PEO NEOs (Average) and Adjusted ROE The graph below illustrates the relationship between “Compensation Actually Paid" to our PEO and on average to our Non-PEO NEOs compared to the Adjusted ROE over the three covered fiscal years.

  47. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee of the Board of Directors periodically reviews non-employee Director compensation to determine if any adjustments are necessary for the Company to attract and retain qualified Directors. The Board thereafter evaluates and oversees recommendations as presented by the Compensation Committee. For the 2023 fiscal year, the Company's non-employee Directors received the following amounts: •Cash compensation of $100,000 per year for service as a Director(1); ▪An additional cash compensation amount of $50,000 per year for service as chairman of the Board; ▪An additional cash compensation amount of $20,000 per year for service as chairperson of each of the Committees; and ▪An award of $75,000 in the form of restricted stock, issued at a discount of 25% to the market value of the Company's common stock on the date of grant. (1) Each non-employee Director is given the option to participate in the Company's Restricted Stock Program, allowing each non-employee Director to exchange a portion of their quarterly cash compensation into awards of restricted stock granted quarterly and issued at a discount of 25% to the fair market value on the date of grant. Participants in the Restricted Stock Program were allowed to choose the percentage (10%, 20% or 30%) or a fixed dollar amount of the compensation payable to them to be exchanged for shares of restricted stock. Five of the non-employee Directors, Ms. Cooper and Messrs. Fowler, Kass, Radziwill and Thamodaran, elected to participate in the Company's Restricted Stock Plan in fiscal year 2023. For the 2024 fiscal year, the Company's non-employee Directors will receive the following amounts: •Cash compensation of $110,000 per year for service as a Director; ▪An additional cash compensation amount of $60,000 per year for service as chairman of the Board; ▪An additional cash compensation amount of $25,000 per year for service as chairperson of each of the Committees; and ▪An award of $120,000 in the form of restricted stock. ▪Adjustments to cash compensation for the non-employee Directors was effective as of December 5, 2023. No Director who serves as an employee of the Company receives compensation for services rendered as a Director. The Company reimburses non-employee Directors for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committee of the Board of Directors. In addition, all non-employee Directors are reimbursed for out-of-pocket expenses incurred in the performance of their services for the Company. The Company also extends coverage to Directors under the Company's directors' and officers' indemnity insurance policies. The following chart summarizes the compensation for the Company's non-employee Directors for the fiscal year ended September 30, 2023.

  48. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) (3) | All Other Compensation | Total | | Annabelle G. Bexiga | $120,000 | $100,023 | $— | $220,023 | | Scott J. Branch | $120,000 | $100,023 | $— | $220,023 | | Diane L. Cooper | $70,000 | $140,267 | $— | $210,267 | | John M. Fowler | $84,000 | $144,153 | $— | $228,153 | | Steven Kass | $84,000 | $148,089 | $— | $232,089 | | Eric Parthemore | $120,000 | $112,023 | $— | $232,023 | | John Radziwill | $105,000 | $160,249 | $— | $265,249 | | Dhamu Thamodaran | $70,000 | $140,267 | $— | $210,267 |

  49. DIRECTOR COMPENSATION

    (1) For non-employee Directors who elected to participate in the Company's Restricted Stock Program, allowing the exchange of a portion of their cash compensation for awards of restricted stock, granted quarterly, the amount of the cash exchanged has been excluded from this column and is included in the "Stock Awards" column. (2) The amounts in this column represent (i) the fair value of the annual restricted stock award granted to each non-employee Director in fiscal year 2023 and issued at a discount of 25% to the fair market value on the date of grant, and (ii) the fair value of restricted stock awards granted to each non-employee Director who elected to participate in the Company's Restricted Stock Program, allowing the exchange of a portion of their cash compensation for awards of restricted stock, granted quarterly and issued at a discount of 25% to the fair market value on the date of grant. Fair value is calculated using the closing price of the Company's stock on the date of grant. For additional information, refer to Note 16 to the Company's consolidated financial statements set forth in the Company's Annual Report on Form 10-K for the 2023 fiscal year. These amounts reflect the Company's accounting expense for these awards, and do not correspond to the actual value that will be recognized by the named Directors. (3) As of September 30, 2023, the number of shares underlying restricted stock held by each of our non-employee Directors were as follows:

  50. DIRECTOR COMPENSATION

    | Name | Aggregate Number of Shares Underlying Outstanding Restricted Stock | | Annabelle G. Bexiga | 3,622 | | Scott J. Branch | 3,622 | | Diane L. Cooper | 4,692 | | John M. Fowler | 5,079 | | Steven Kass | 5,460 | | Eric Parthemore | 4,864 | | John Radziwill | 5,905 | | Dhamu Thamodaran | 4,459 |