DEF 14A of Jefferies Financial Group Inc., Feb 16, 2024

DEF 14A of Jefferies Financial Group Inc.

Filed Feb 16, 2024 · FY20230001140361-24-008382

Open on EDGAR

  1. Notice of Annual Meeting of Shareholders

    | | | | Jefferies Committees | | | | | | Name and Age | Tenure | Other Public Directorships | A | C | ESG/DEI | NCG | RLO | | Linda L. Adamany, 71 Lead Independent Director | 2014 | Coeur Mining Inc. BlackRock Institutional Trust Company Vitesse Energy, Inc. | | | | | | | Robert D. Beyer, 64 Independent | 2013 | None | | | | | | | Matrice Ellis Kirk, 62 Independent | 2021 | None | | | | | | | Brian P. Friedman, 68 President | 2013 | Vitesse Energy, Inc. | | | | | | | MaryAnne Gilmartin, 59 Independent | 2018 | None | | | | | | | Richard B. Handler, 62 Chief Executive Officer | 2013 | None | | | | | | | Thomas W. Jones, 74 Independent | 2022 | Assured Guaranty, Ltd. | | | | | | | Jacob M. Katz, 71 Independent | 2018 | None | | | | | | | Michael T. O’Kane, 78 Independent | 2013 | None | | | | | | | Joseph S. Steinberg, 80 Chairman of the Board | 1978 | Crimson Wine Group Ltd., Vitesse Energy, Inc. | | | | | | | Melissa V. Weiler, 59 Independent | 2021 | Blue Owl Capital Corporation Blue Owl Capital Corporation III | | | | | |

  2. Board of Directors Skills and Experience

    | Executive Compensation Tables | 56 | | Potential Payments upon Termination of Employment or Change in Control | 61 | | Pay Versus Performance | 63 | | CEO Pay Ratio | 66 | | Proposal 3 | | | Vote to Approve Amendment to the Jefferies Financial Group Inc. Equity Compensation Plan | 67 | | Audit Matters | 74 | | Proposal 4 | | | Ratification of Independent Auditors | 74 | | Fees Paid to Our Independent Auditors | 74 | | Audit Committee Report | 75 | | Stock Ownership Information | 76 | | Ownership of Our Common Stock | 76 | | Additional Information | 78 | | Biographies of Other Executive Officers | 78 | | Forward-Looking Statements | 79 | | Important Information for Our Shareholders | 80 | | Annex A | 84 | | Reconciliations and Use of Non-GAAP Financial Measures and Additional Information | 84 | | Annex B | 86 | | Equity Compensation Plan | 86 |

  3. Board of Directors Skills and Experience

    | 8 | Jefferies Financial Group |

  4. Board of Directors Skills and Experience

    | PROPOSAL 1 | | | | | Election of Directors | | | | | THE BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES |

  5. Board of Directors Skills and Experience

    Our directors are elected at each annual meeting of shareholders and hold office for a one-year term. Our Nominating and Corporate Governance Committee considers and chooses nominees for our Board with a primary goal of presenting a diverse slate of candidates who will serve the Board, its Committees, Jefferies and our shareholders, taking into account the attributes of each candidate’s professional skillset and credentials, as well as gender, age, ethnicity and personal background. In evaluating nominees, the Nominating and Corporate Governance Committee reviews each candidate’s background and assesses each candidate’s independence, skills, experience and expertise based upon myriad factors, including the candidate’s individual director assessment. Directors should have the highest professional and personal ethics, integrity and character that conform to our standards. Directors should also have experience at the governance and policy-making level in their respective fields. The Nominating and Corporate Governance Committee will consider whether a candidate for director has a proven professional background that displays the ability to make important judgments as Board members. The Committee also determines whether a candidate’s skills and experience complement existing Board members’ skills and experience. As illustrated by their biographies and highlighted in the chart on the next page, each of our directors was chosen because his or her background provides each director with the experience and skillset geared toward helping us succeed. Our directors bring to us strong expertise and myriad backgrounds: longstanding executive operating experience; expertise in the financial services sector; accounting expertise; broad experience in such diverse sectors as oil and gas, mining, investment management, retail food, real estate, private equity, communications, media, government and international banking, among others; and a meaningful commitment to community and public service. That wealth of knowledge and experience is ideally suited to our diverse financial services platforms. We currently have a vacancy on our Board as a result of Barry Alperin’s retirement from our Board on May 31, 2023. We anticipate filling that Board vacancy upon approval of the nominee to which SMBC Group is entitled upon crossing the 10% ownership threshold.

  6. Board of Directors Skills and Experience

    | 2024 Proxy Statement | 9 |

  7. Board of Directors Skills and Experience

    Board of Directors Skills and Experience We believe these skills and experience, which we describe below, allow our directors to provide sound and prudent guidance and effective oversight of the Company.

  8. Board of Directors Skills and Experience

    | 10 | Jefferies Financial Group |

  9. Board of Directors Skills and Experience

    Biographies of Directors

  10. Board of Directors Skills and Experience

    | Linda L. Adamany INDEPENDENT LEAD DIRECTOR Director since 2014 COMMITTEES • Audit • ESG/DEI • Nominating and Corporate Governance (Chair) RELEVANT SKILLS • Audit & Financial Expertise • Corporate Strategy & Business Development • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Global Business & Operations • Executive Leadership & Management • Mergers & Acquisitions • Risk Oversight | | | | KEY QUALIFICATIONS Ms. Adamany’s financial and operating executive experience in multiple industries, as well as her diverse experience serving on various boards, provides us with wise counsel and the perspective of an experienced leader. Ms. Adamany has served as a director of Jefferies since 2014, and has been a director of Jefferies International Limited (our U.K. business) since March 2021. Ms. Adamany is our Independent Lead Director, Chairs the Nominating and Corporate Governance Committee, and serves as a member of the Audit, and ESG/DEI Committees. She also serves as a director and member of the Audit, Nominations, and Risk Committees, and as Chair of the Remuneration Committee of Jefferies International Limited. Ms. Adamany’s additional experience serving on the boards of directors and committees of other public companies, including an ethics committee and audit committee as chair, as well as previous compensation and corporate governance committees experience, qualifies her for service on our Board. PROFESSIONAL HIGHLIGHTS Ms. Adamany served in several capacities at BP plc from 1980 until her retirement in August 2007, including from April 2005 until August 2007 as a member of the five-person Refining & Marketing Executive Committee responsible for overseeing the day-to-day operations and human resources management of BP plc’s Refining and Marketing business segment. She also served as Executive Assistant to the Group Chief Executive from October 2002 until March 2005 and as Chief Executive of BP Shipping from October 1999 until September 2002. OTHER ENGAGEMENTS Ms. Adamany has served as a director of Coeur Mining Inc. since March 2013 and is a member of the Environmental, Health, Safety and Social Responsibility Committee and Chair of the Audit Committee. Coeur Mining Inc. is the largest U.S.-based primary silver and gold producer and is listed on the NYSE. Ms. Adamany also has served as a director of BlackRock Institutional Trust Company, N.A. since March 2018, where she serves as a member of their Audit and Risk Committees. Ms. Adamany serves as a director of Vitesse Energy, Inc. which was spun off to our shareholders in January 2023. Ms. Adamany serves on Vitesse’s Audit, Compensation (Chair) and Nominating, Governance and Environmental and Social Responsibility Committees. From October 2017 through April 2019, Ms. Adamany also served as a director and member of both the Audit Committee and the Safety, Assurance and Business Ethics Committee of Wood plc, a global leader in the delivery of project, engineering and technical services to energy and industrial markets, listed on the London Stock Exchange, following its acquisition of AMEC Foster Wheeler plc. Prior to that time, from October 2012 until October 2017, Ms. Adamany served as a member of the board of directors of AMEC Foster Wheeler plc, and chaired the Health, Safety, Environmental and Reputation Committee and served as a member of the Audit, Nominations & Governance, and Compensation Committees. Ms. Adamany served as a member of the board of directors of National Grid plc from October 2006 until October 2012. EDUCATION Ms. Adamany is a C.P.A. and holds a B.S. in Business Administration with a major in Accounting, magna cum laude, from John Carroll University. |

  11. Board of Directors Skills and Experience

    | 2024 Proxy Statement | 11 |

  12. Board of Directors Skills and Experience

    | Robert D. Beyer Independent Director Director since 2013 Committees • Compensation (Chair) • Risk and Liquidity Oversight Relevant Skills • Audit & Financial Expertise • Corporate Strategy & Business Development • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Global Business & Operations • Executive Leadership & Management • Mergers & Acquisitions • Risk Oversight | | | | Key Qualifications Mr. Beyer’s leadership experience, particularly in risk oversight of financial services businesses, is valuable to our financial services focus and, in particular, Jefferies’ Investment Banking platform. His additional experience as a director of Jefferies Group since November 2018 until its merger with Jefferies in November 2022, as well as serving on the boards of directors and committees of other public and private companies, including Audit, Compensation and Corporate Governance Committees, qualifies him for service on our Board. Professional Highlights Mr. Beyer is Chairman of Chaparal Investments LLC, a private investment firm and holding company. He was Executive Chairman of Crescent Acquisition Corp, a special-purpose acquisition company, until its merger with LiveVox Holdings, Inc. in 2021. From 2005 to 2009, Mr. Beyer served as Chief Executive Officer of The TCW Group, Inc., a global investment management firm. Mr. Beyer previously served as President and Chief Investment Officer from 2000 until 2005 of Trust Company of the West, the principal operating subsidiary of TCW. Other Engagements Mr. Beyer serves on the boards of the University of Southern California, the Harvard-Westlake School and the Milwaukee Brewers Baseball Club. Mr. Beyer formerly served as a director of LiveVox Holdings, Inc., a NASDAQ listed company, from 2021 to 2023, The Kroger Co., a NYSE listed company, from 1999 to 2019, and The Allstate Corporation, a NYSE listed company, from 2006 to 2016. Mr. Beyer was also formerly a director of Société Générale Asset Management, S.A. and its subsidiary, The TCW Group, Inc. Education Mr. Beyer received an M.B.A. from the UCLA Anderson School of Management and a B.S. from the University of Southern California. |

  13. Board of Directors Skills and Experience

    | 12 | Jefferies Financial Group |

  14. Board of Directors Skills and Experience

    | Matrice Ellis Kirk Independent Director Director since 2021 Committees • ESG/DEI • Nominating and Corporate Governance • Risk and Liquidity Oversight Relevant Skills • Corporate Strategy & Business Development • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Executive Leadership & Management • Risk Oversight | | | | Key Qualifications Ms. Ellis Kirk has extensive experience in the executive search and human capital industry and has a proven commitment to governance and successful team building. Her experience serving on the boards of directors of a diverse set of companies and community organizations qualifies her for service on our Board. Professional Highlights Ms. Ellis Kirk is the CEO of Ellis Kirk Group, a full service executive search firm, focusing on governance, succession and building leadership teams. Ms. Ellis Kirk was a Managing Director and a member of the Executive Committee at RSR Partners executive search firm from 2014 to 2021. Previously she was with the international executive search firm, Heidrick & Struggles, from 1999 to 2014. From 1996 to 1999, Ms. Ellis Kirk was a director of Spencer Stuart, an executive search firm. Prior to her career in search, Ms. Ellis Kirk was a Vice President of Apex Securities, an investment banking firm, from 1992 to 1996. From 1986 to 1992, she was Director of the Office of Management and Budget for Dallas Area Rapid Transit, a regional transit agency, and prior to that, from 1982 to 1986, she held several positions with MBank Dallas, the predecessor of the Dallas office of JPMorgan Chase Bank. Other Engagements Ms. Ellis Kirk is the Chair Emeritus of the AT&T Performing Arts Center. She served as the Dallas City Council appointed board Chair of the DFW Airport Authority until March 2022 and resigned from the board in January 2023. Ms. Ellis Kirk served as a director of ACE Cash Express from December 2005 until October 2006 when ACE Cash Express was acquired by JLL Partners. Ms. Ellis Kirk also served as a director of Chancellor Media, which later became AMFM, Inc., from 1996 until October 1999 when it was acquired by Clear Channel. Education Ms. Ellis Kirk graduated from the University of Pennsylvania with a degree in Economics. |

  15. Board of Directors Skills and Experience

    | 2024 Proxy Statement | 13 |

  16. Board of Directors Skills and Experience

    | Brian P. Friedman President Director since 2013 Committees • None Relevant Skills • Audit & Financial Expertise • Corporate Strategy & Business Development • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Executive Leadership & Management • Mergers & Acquisitions • Risk Oversight • Global Business & Operations | | | | Key Qualifications As our President for over ten years and a long-standing executive officer of Jefferies Group, Mr. Friedman brings managerial, strategic, transactional and investing experience in a broad range of businesses and, most significantly, in financial services. His additional extensive experience serving on the boards of directors of both public and private companies qualifies him for service on our Board. Professional Highlights Mr. Friedman has served as a director and our President since March 2013 and served as a director and executive officer of Jefferies Group since July 2005 until its merger with Jefferies in November 2022. Since 1997, Mr. Friedman has also served as President of Jefferies Capital Partners (formerly, FS Private Investments), a private equity fund management company controlled by Mr. Friedman in which we have an ownership interest, and that is in the process of completing the wind down of its last legacy investment. Mr. Friedman was previously employed by Furman Selz LLC and its successors, including serving as Head of Investment Banking and a member of its Management and Operating Committees. Prior to his seventeen years with Furman Selz and its successors, Mr. Friedman was an attorney with Wachtell, Lipton, Rosen & Katz. Stock Ownership Since Mr. Friedman became an executive officer of the-then Jefferies Group and as President of Jefferies, approximately 73% of his direct compensation has consisted of non-cash, equity-related securities generally vesting over three to five years. A large portion of Mr. Friedman’s compensation has consisted of non-cash, equity related securities vesting over three to five years. Pro forma for all earned and unearned deferred shares and options, and assuming that performance goals relating to performance-based awards are achieved at target levels, Mr. Friedman would own 8,432,332 shares, representing approximately 3.9% of our outstanding shares. Other Engagements Mr. Friedman serves as a director of Vitesse Energy, Inc. which was spun off to our shareholders in January 2023. As a result of his historic management of various private equity funds and the significant equity positions those funds held in their portfolio companies, Mr. Friedman served on a large number of boards of directors of such private and public portfolio companies. Mr. Friedman also served as our representative on the boards of Fiesta Restaurant Group from 2012 through April 2021 and HomeFed Corporation from 2014 to July 2019. Mr. Friedman is also engaged in a range of philanthropic efforts personally and through his family foundation, and serves as the Co-Chairman of the Board of Strive International, a workforce training effort, and a Board Member of the HC Leukemia Foundation. Mr. Friedman also serves as the Co-Chair of the Global Diversity Council at Jefferies. Education Mr. Friedman received a J.D. from Columbia Law School and a B.S. in Economics, summa cum laude, and M.S. in Accounting from The Wharton School, University of Pennsylvania. |

  17. Board of Directors Skills and Experience

    | 14 | Jefferies Financial Group |

  18. Board of Directors Skills and Experience

    | MaryAnne Gilmartin Independent Director Director since 2018 Committees • Compensation • ESG/DEI (Chair) • Nominating and Corporate Governance • Risk and Liquidity Oversight Relevant Skills • Corporate Strategy & Business Development • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Executive Leadership & Management • Risk Oversight | | | | Key Qualifications Ms. Gilmartin’s tenure as a director since 2018, and as a director of Jefferies Group from March 2014 until its merger with Jefferies in November 2022, provides us with continued oversight of our financial services businesses. Her broad executive management experience, consulting roles and entrepreneurial spirit complement our Board. Professional Highlights Ms. Gilmartin is the Founder and Chief Executive Officer of MAG Partners LP, a real estate development company she founded in 2018. MAG Partners LP has a $1 billion development pipeline in New York, including RUBY at 243 W. 28th St, a mixed-income residential building designed by COOKFOX. In addition, MAG Partners LP is developing two other residential buildings in New York City, 335 Eighth Avenue and 300 East 50th St., as well as a boutique office building at 122 Varick Street. In partnership with Sagamore Ventures, Goldman Sachs Asset Management and MacFarlane Partners, MAG Partners is leading the development of Baltimore Peninsula, a 235-acre masterplan in Baltimore, Maryland. From 2020-2021, Ms. Gilmartin also served as interim Chief Executive Officer and Chair of the Board of Directors of Veris Residential Inc. (formerly Mack-Cali Realty Corporation). She was on the board of directors for the company from June 2019 to June 2021. Previously, Ms. Gilmartin was the Chief Executive Officer and President of Forest City Ratner Companies from April 17, 2013 until January 2018, where she oversaw a period of game-changing ground-up development and managed its multimillion square foot residential, commercial and retail portfolio. In her tenure at Forest City Ratner Companies, Ms. Gilmartin spearheaded the development of some of the most high-profile real estate projects in New York City. Ms. Gilmartin led the efforts to build Barclays Center, the state-of-the-art sports and entertainment venue and the centerpiece of the $4.9 billion, 22-acre mixed-use Pacific Park Brooklyn development. Ms. Gilmartin also oversaw the development of The New York Times Building, designed by world-renowned architect Renzo Piano; New York by Gehry, designed by award-winning architect Frank Gehry; and the Tata Innovation Center at Cornell Tech, a new office building that is a first-of-its-kind space for tech innovation, designed by Weiss/Manfredi on Roosevelt Island. Other Engagements Ms. Gilmartin is a civic leader in the New York metropolitan area serving as Chair Emeritus of the Downtown Brooklyn Partnership, member of the Executive Committee of The Brooklyn Academy of Music, member of the New York Public Radio Board of Trustees, and a member of the Board of Governors of The Real Estate Board of New York. At Columbia University, Ms. Gilmartin is part of the Industry Advisory Board of the MS Real Estate Development Program, as well as a member of the real estate advisory board in the Center for AI in Business Analytics & FinTech. Education Ms. Gilmartin graduated with a B.A. in Political Science, summa cum laude, and a Master of Public Administration, both from Fordham University. |

  19. Board of Directors Skills and Experience

    | 2024 Proxy Statement | 15 |

  20. Board of Directors Skills and Experience

    | Richard B. Handler CHIEF EXECUTIVE OFFICER Director since 2013 Committees • None Relevant Skills • Audit & Financial Expertise • Corporate Strategy & Business Development • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Global Business & Operations • Executive Leadership & Management • Mergers & Acquisitions • Risk Oversight | | | | Key Qualifications Having served as Jefferies Group’s CEO for over 21 years and Jefferies’ CEO for the past eleven years, Mr. Handler has the managerial and investing experience vital to leading all our businesses. His extensive experience leading our and Jefferies Group’s Boards and his years of managerial leadership qualify him for service on our Board. Professional Highlights Mr. Handler was with Jefferies Group since 1990 and served as its Chief Executive Officer since 2001 and Chairman since 2002, making him the longest serving CEO on Wall Street. Mr. Handler has served as a director and as Chief Executive Officer of Jefferies since 2013. Prior to Jefferies, Mr. Handler worked at Drexel Burnham Lambert in the High Yield Bond Department. Stock Ownership Since becoming CEO of the-then Jefferies Group and as CEO of Jefferies, approximately 70% of Mr. Handler’s direct compensation has consisted of non-cash, equity-related securities generally vesting over three to five years. Aside from charitable donations and tax-related sales, Mr. Handler has not sold any of his shares. A large portion of Mr. Handler’s compensation has consisted of non-cash, equity-related securities vesting over three to five years. Aside from charitable donations and tax-related sales, Mr. Handler has never sold any of his Jefferies shares. Including all earned and unearned deferred shares and options, and assuming that performance goals relating to performance-based awards are achieved at target levels, Mr. Handler would own 20,647,320, representing approximately 9.2% of our outstanding shares. Other Engagements Mr. Handler previously served as a Director, Co-Chairman and President of Landcadia Holdings II, Inc., from 2019 to 2020, a Director, Co-Chairman and President of Landcadia Holdings III, Inc. from 2020 to 2021, and a Director, Co-Chairman and President of Landcadia Holdings IV, Inc. from 2021 to 2024. Mr. Handler is Chairman and CEO of the Handler Family Foundation, a non-profit organization that focuses on many philanthropic areas, including providing four-year all-inclusive fully-paid college educations each year to 15 of the most talented and deserving students coming from challenging backgrounds and circumstances. The Foundation also works to protect the environment by protecting endangered species, primarily endangered wolves. Mr. Handler also serves as Co-Chair of the Global Diversity Council at Jefferies. Education Mr. Handler received an M.B.A. from Stanford University in 1987 and a B.A. in Economics (magna cum laude, High Distinction) from the University of Rochester in 1983 where he now serves as Chairman of the Board of Trustees. |

  21. Board of Directors Skills and Experience

    | 16 | Jefferies Financial Group |

  22. Board of Directors Skills and Experience

    | Thomas W. Jones Independent Director Director since 2022 Committees • Audit • ESG/DEI • Nominating and Corporate Governance • Risk and Liquidity Oversight (Chair) Relevant Skills • Audit & Financial Expertise • Corporate Strategy & Business Development • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Global Business & Operations • Executive Leadership & Management • Mergers & Acquisitions • Risk Oversight | | | | Key Qualifications Mr. Jones has a proven track record as a business leader with significant background in the financial services industry. His experience in senior leadership positions along with serving on the boards of directors of private and public companies, as well as educational institutions, qualifies him for service on our Board. Professional Highlights Mr. Jones is Founder and Senior Partner of TWJ Capital, an investment firm. Mr. Jones is former Chairman and Chief Executive Officer of Global Investment Management at Citigroup, and former Chairman and Chief Executive Officer of Citigroup Asset Management with approximately $500 billion assets under management. Mr. Jones was appointed asset management CEO in August 1997, and sector CEO in August 1999, and continued in that capacity until October 2004. This business sector included Citigroup Asset Management, Citigroup Alternative Investments, Citigroup Private Bank, and Traveler’s Life & Annuity. Prior to joining Citigroup, Mr. Jones was Vice Chairman and Director of TIAA-CREF since 1995, President and Chief Operating Officer from 1993 to 1997, and Executive Vice President and Chief Financial Officer from 1989 to 1993. Mr. Jones was Senior Vice President and Treasurer and other positions with John Hancock Mutual Life Insurance Company from 1982 to 1989, and spent the previous eleven years in public accounting and management consulting primarily with “Big 8” public accounting firm Arthur Young & Company (predecessor firm to Ernst & Young). Mr. Jones is a Certified Public Accountant. Other Engagements Mr. Jones is a Director of Assured Guaranty Ltd. and serves on their Audit, Compensation (Chair), and Nominating and Corporate Governance Committees. Mr. Jones is Trustee Emeritus of Cornell University. Past board positions include Vice Chairman of Federal Reserve Bank of New York, and director of Altria Group, Freddie Mac, Fox Entertainment Group, Travelers Group, Pepsi Bottling Group, TIAA-CREF, Eastern Enterprises, Thomas & Betts Corporation, Howard University, Investment Company Institute, and Economic Club of New York. Education Mr. Jones holds a Bachelor of Arts and Masters of Science degrees from Cornell University, and a Masters of Business Administration degree from Boston University. Mr. Jones has been awarded honorary doctoral degrees by Howard University, Pepperdine University, and College of New Rochelle. |

  23. Board of Directors Skills and Experience

    | 2024 Proxy Statement | 17 |

  24. Board of Directors Skills and Experience

    | Jacob M. Katz Independent Director Director since 2018 Committees • Audit (Chair) • ESG/DEI • Risk and Liquidity Oversight Relevant Skills • Audit & Financial Expertise • Corporate Strategy & Business Development • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Global Business & Operations • Executive Leadership & Management • Mergers & Acquisitions • Risk Oversight | | | | Key Qualifications Mr. Katz, a director of Jefferies since 2018, and Jefferies Group from September 2016 until its merger with Jefferies in November 2022, and a director of Jefferies International Limited (our U.K. business) since November 2017, brings broad and extensive oversight to our financial services business as a result of his executive management and leadership skills gained as the national managing partner and global leader of a financial accounting firm as well as his extensive financial knowledge and experience. His additional experience serving on the boards of directors and committees of both public and private companies, including audit committees and a finance committee qualifies him for service on our Board. Professional Highlights Mr. Katz was the national managing partner and global leader of financial services at Grant Thornton LLP, a member firm of one of the world’s leading organizations of independent audit, tax and advisory firms, from 2013 until his retirement in July 2016. Mr. Katz was employed by Grant Thornton for nearly 40 years, during which time he led Grant Thornton’s financial services practice for approximately 20 years. He held various other leadership roles at Grant Thornton, including as the Northeast region managing partner from 2010 to 2013, as the New York office managing partner from 2003 to 2013 and as a member of the firm’s partnership board from 1999 to 2012, holding the title of chairman of the board for much of that time. Other Engagements Mr. Katz Chairs the Risk Committee and also serves as a member of the Audit, Nominations and Remuneration Committees of Jefferies International Limited. He served on the board of Herc Holdings Inc., a NYSE listed equipment rental supplier for five years, and was the Audit Committee Chair at the company for part of his term. Mr. Katz is an advisor to private companies, including a Board Advisor of a data solutions and protection company, and has served on the boards of various not for profit organizations. Mr. Katz is a member of The National Association of Corporate Directors. Mr. Katz also served for a number of years on the Global Public Policy Committee (GPPC) Bank Working Group, the global forum of representatives from the six largest international accounting networks. Education Mr. Katz is a C.P.A. and received an M.B.A. in taxation from the City University of New York and a B.A. in accounting from Brooklyn College. |

  25. Board of Directors Skills and Experience

    | 18 | Jefferies Financial Group |

  26. Board of Directors Skills and Experience

    | Michael T. O’Kane Independent Director Director since 2013 Committees • Compensation • Nominating and Corporate Governance Relevant Skills • Audit & Financial Expertise • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Executive Leadership & Management • Risk Oversight | | | | Key Qualifications Mr. O’Kane’s years as a director of Jefferies Group from January 2006 through April 2014, and again from 2018 until its merger with Jefferies in November 2022, and as a director of Jefferies since 2013, as well as his managerial and investing experience in the financial sector, particularly in the area of asset management, brings oversight to our merchant banking and financial services businesses. His additional experience serving on the boards of directors and committees of both public and private companies qualifies him for service on our Board. Professional Highlights From 1986 to 2004, Mr. O’Kane served in various capacities for TIAA, first as a Managing Director – Private Placements from 1986 to 1990, then as Managing Director – Structured Finance from 1990 to 1996 and finally as Senior Managing Director – Securities Division from 1996 to 2004, when he was responsible for approximately $120 billion of fixed income and $3.5 billion of private equity assets under management. Other Engagements Mr. O’Kane served on the Board of Directors of Assured Guaranty, until he retired in May 2022. During his tenure at Assured Guaranty, he served on its Audit Committee, as Chair of its Finance Committee and as a member of its Risk Oversight Committee. In addition, Mr. O’Kane served on the Board of Trustees of Scholarship America, a non-profit company engaged in providing scholarships for young students to attend college, from 2001 to 2006. Mr. O’Kane was also the Chief Financial Officer of Motor Coils Manufacturing Company during 1984 and 1985. Education Mr. O’Kane received an M.B.A. in Finance from Rutgers Graduate School of Business and an A.B. in Economics from Lafayette College. |

  27. Board of Directors Skills and Experience

    | 2024 Proxy Statement | 19 |

  28. Board of Directors Skills and Experience

    | Joseph S. Steinberg Chairman Director since 1978 Committees • None RELEVANT SKILLS • Audit & Financial Expertise • Corporate Strategy & Business Development • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Global Business & Operations • Executive Leadership & Management • Mergers & Acquisitions • Risk Oversight | | | | Key Qualifications As our Chairman, with over 40 years of executive leadership experience with us and who owns 9.9% of Jefferies common stock, Mr. Steinberg has the requisite managerial and investing experience necessary to continue as one of our senior executives. Mr. Steinberg served as a director of Jefferies Group from April 2008 until its merger with Jefferies in November 2022 and his extensive experience with our other portfolio companies and investments and experience on the boards of directors and committees of both public and private companies qualify him for service on our Board. Professional Highlights Mr. Steinberg has served as a director since December 1978, our Chairman since March 2013, and was our President from January 1979 until March 2013. Other Engagements Mr. Steinberg serves on the Board of Directors of Crimson Wine Group, Ltd., which was spun off to our shareholders in February 2013. Mr. Steinberg serves as a director of Vitesse Energy, Inc., which was spun off to our shareholders in January 2023. Mr. Steinberg served on the Board of Directors of Pershing Square Tontine Holdings, Ltd, a special-purpose acquisition company, from July 2020 until 2022. Previously, he served as our representative as a board member overseeing our investments in HRG Group from 2014 to 2018, HomeFed Corporation and Spectrum Brands Holdings, Inc. through 2019 and as a director of Fidelity & Guaranty Life from 2015 to 2017. Education Mr. Steinberg received an M.B.A. from Harvard Business School and an A.B. in Government from New York University. |

  29. Board of Directors Skills and Experience

    | 20 | Jefferies Financial Group |

  30. Board of Directors Skills and Experience

    | Melissa V. Weiler Independent Director Director since 2021 Committees • Audit • Compensation • Risk and Liquidity Oversight Relevant Skills • Audit & Financial Expertise • Corporate Strategy & Business Development • Corporate Governance • Ethics/Social Responsibility Oversight • Financial Services • Executive Leadership & Management • Mergers & Acquisitions • Risk Oversight | | | | Key Qualifications Ms. Weiler has over 30 years of experience in the credit markets and is a strategic thinker and business leader. Ms. Weiler’s business background in senior management positions and experience serving on the boards of directors and committees of other public and private companies, including nominating and governance, compensation, and audit committees, qualifies her for service on our Board. Professional Highlights Ms. Weiler was formerly a Managing Director and a member of the Management Committee of Crescent Capital Group, a Los Angeles-based asset management firm (Crescent), where she served from January 2011 until she retired in December 2020. During that time, Ms. Weiler was responsible for the oversight of Crescent’s CLO management business from July 2017 through December 2020 and managed several multi-strategy credit funds from January 2011 through June 2017. During her tenure at Crescent, she also served on the Risk Management and Diversity & Inclusion committees. From October 1995 to December 2010, Ms. Weiler was a Managing Director at Trust Company of the West, a Los Angeles-based asset management firm (TCW). At TCW, she managed several multi-strategy credit funds from July 2006 to December 2010 and served as lead portfolio manager for TCW’s high-yield bond strategy from October 1995 to June 2006. Other Engagements Ms. Weiler serves as a director of the Board of Blue Owl Capital Corporation, formerly Owl Rock Capital Corporation, a NYSE listed specialty finance company focused on providing direct lending solutions to middle market companies. Ms. Weiler is concurrently serving on the Boards of Blue Owl Capital Corporation II, Blue Owl Capital Corporation III (listed on the NYSE via a Direct Listing in January 2024), Blue Owl Technology Finance Corp. I and II, Blue Owl Technology Income Corp., and Blue Owl Core Income Corp. Ms. Weiler is also a member of the Nominating and Corporate Governance and Audit Committees for all seven Blue Owl boards as well as a member of the Compensation Committee for Blue Owl Capital Corporation and Blue Owl Capital Corporation III. Ms. Weiler is a member of the Cedars-Sinai Board of Governors and is actively involved in the global industry association 100 Women in Finance. Education Ms. Weiler holds a B.S. in Economics from the Wharton School at the University of Pennsylvania. |

  31. Board of Directors Skills and Experience

    | 2024 Proxy Statement | 21 |

  32. Board of Directors Skills and Experience

    Board Skills & Experience and Demographic Matrix

  33. Board of Directors Skills and Experience

    | | | | | | | | | | | | | | Skills & Experience | | | | | | | | | | | | | Audit & Financial Expertise | • | • | | • | | • | • | • | • | • | • | | Corporate Strategy & Business Development | • | • | • | • | • | • | • | • | | • | • | | Corporate Governance | • | • | • | • | • | • | • | • | • | • | • | | Ethics/Social Responsibility Oversight | • | • | • | • | • | • | • | • | • | • | • | | Financial Services (Incl. Asset Management & Investment Banking) | • | • | • | • | • | • | • | • | • | • | • | | Global Business & Operations | • | • | | • | | • | • | • | | • | | | Executive Leadership & Management | • | • | • | • | • | • | • | • | • | • | • | | Mergers & Acquisitions | • | • | | • | | • | • | • | | • | • | | Risk Oversight | • | • | • | • | • | • | • | • | • | • | • | | Demographic Background | | | | | | | | | | | | | Years on Board | 10 | 11 | 3 | 11 | 5 | 11 | 2 | 5 | 11 | 45 | 3 | | Gender | | | | | | | | | | | | | Male | | | | | | | | | | | | | Female | | | | | | | | | | | | | Age | | | | | | | | | | | | | As of February 5, 2024 | 71 | 64 | 62 | 68 | 59 | 62 | 74 | 71 | 78 | 80 | 59 | | Race/Ethnicity | | | | | | | | | | | | | African American/Black | | | | | | | | | | | | | Asian, Hawaiian, or Pacific Islander | | | | | | | | | | | | | White/Caucasian | | | | | | | | | | | | | Hispanic/Latino | | | | | | | | | | | | | Native American | | | | | | | | | | | | | Other | | | | | | | | | | | | | Number of Non-Portfolio Company Outside Public Boards | 3 | 0 | 0 | 1 | 0 | 0 | 1 | 0 | 0 | 2 | 2 |

  34. Board of Directors Skills and Experience

    | 22 | Jefferies Financial Group |

  35. Board of Directors Skills and Experience

    Board Diversity We remain committed to ensuring women and minority candidates are among every pool of individuals from which new Board nominees are chosen, as well as considering diverse candidates from nontraditional venues. Our three most recent director appointments to the Board all embody diverse backgrounds. Linda Adamany, as our Independent Lead Director and Chair of the Nominating and Corporate Governance Committee, has made clear her ongoing commitment to diversity. The Nominating and Corporate Governance Committee considers nominee candidates through:

  36. Board of Directors Skills and Experience

    | 1 | 2 | 3 | | Suggestions from our Board and senior management | Hiring third-party search firms as needed | Reviewing candidates proposed by shareholders in the same manner we evaluate candidates proposed by our Board or senior management |

  37. Board of Directors Skills and Experience

    “To fulfill its purpose, the Committee shall… add women and minority candidates to each pool of individuals from which new Board nominees are chosen and consider diverse candidates from nontraditional venues.”

  38. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    FISCAL 2023 DIRECTOR COMPENSATION TABLE

  39. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Linda L. Adamany | 300,417 | 205,000 | 505,417 | | Barry J. Alperin | 90,000 | 205,000 | 295,000 | | Robert D. Beyer | 155,000 | 205,000 | 360,000 | | Matrice Ellis Kirk | 125,000 | 205,000 | 330,000 | | MaryAnne Gilmartin | 127,610 | 205,000 | 332,610 | | Thomas W. Jones | 133,333 | 205,000 | 338,333 | | Jacob M. Katz | 288,750 | 205,000 | 493,750 | | Michael T. O’Kane | 125,000 | 205,000 | 330,000 | | Melissa V. Weiler | 125,000 | 205,000 | 330,000 |

  40. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    | (1) Directors who are also our employees do not receive director compensation from us. The above amounts for Ms. Adamany and Mr. Katz each include $123,750 for serving as directors of Jefferies International Limited. Pursuant to SEC rules, Mr. Alperin is included because he served until May 31, 2023. Mr. Alperin’s compensation received in fiscal year 2023 is reflected in the table. |

  41. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    | (2) Our annual non-employee director compensation for fiscal 2023 consisted of an equity grant in the amount of $205,000, a retainer of $125,000 and additional retainers of $40,000 to the Chair of the Audit Committee and the Lead Director, $30,000 to the Chair of the Compensation Committee, and $10,000 to the Chairs of our other committees. |

  42. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    | (3) Grant date fair value of equity awards is computed in accordance with GAAP based on the closing price per share of our Common Stock on the grant date. Each independent director elected by our shareholders during our 2023 Annual Meeting of Shareholders received a single equity award of 5,697 shares of restricted stock or deferred shares. Stock awards vest as to one-third of the shares per year, except that the awards are non-forfeitable in the event of termination of service due to death, disability or upon a retirement at or after the age of 65. As of November 30, 2023, unvested equity awards subject to forfeiture were held by Mr. Beyer (13,716), Ms. Ellis Kirk (12,118), Ms. Gilmartin (12,594) and Ms. Weiler (12,118). |

  43. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    | 2024 Proxy Statement | 35 |

  44. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    Equity Compensation Plan Information The following table summarizes information regarding our shares under our equity compensation plans as of November 30, 2023.

  45. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) | Weighted-average exercise price of outstanding options, warrants, and rights (b)($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | 19,629,187(1) | 5.86(2) | 3,694,183(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 19,629,187 | 5.86(2) | 3,694,183 |

  46. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    | (1) Includes shares to be issued upon settlement of 14,564,447 Restricted Stock Units (“RSUs”) and shares issuable upon exercise of 5,064,740 options under our 2003 Incentive Compensation Plan, Director’s Stock Compensation Plan and Equity Compensation Plan. Of these awards, 3,949,096 RSUs require the achievement of performance goals and/or future service for vesting, and 10,615,351 RSUs have already vested but remain deferred as to settlement. RSUs that require performance conditions to be met for vesting in measurement periods after November 30, 2023 are included based on shares issuable for targeted performance; under these awards, 203,647 additional RSUs would be issued if specified above-target performance levels are fully achieved by performance and service. |

  47. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    | (2) The weighted average exercise price is calculated including RSUs, which effectively have an exercise price of zero. The weighted average exercise price on outstanding options is $22.69. |

  48. FISCAL 2023 DIRECTOR COMPENSATION TABLE

    | (3) Includes 1,038,422 shares under the 2003 Incentive Compensation Plan that are not issuable for new equity awards but remained issuable as dividend equivalent units on outstanding awards. 2,655,761 shares remained available under the Equity Compensation Plan, which shares may be used for any type of equity award, including restricted stock, RSUs or other full-value awards. |

  49. Compensation Philosophy and Overriding Principles

    | • | encouraging long-term service and loyalty; |

  50. Compensation Philosophy and Overriding Principles

    | • | aligning executives’ interests with the creation of long-term value for our shareholders; and |

  51. Targeted Incentive Compensation

    Targeted Incentive Compensation Our compensation program begins with a targeted incentive compensation amount for our senior executives. This amount is based on benchmarking against our peer group. We believe that targeting compensation using the benchmarking exercises, and offering the potential for upside to the extent that shareholder value is created and the Company or the individual is able to differentiate performance, can appropriately reward our executives and maintain a high-performing culture. Additionally, we believe that making a high percentage of our executives’ compensation dependent on Company performance ensures that they focus on meeting our strategic goals. Finally, having a high percentage of potential compensation tied directly to business results and shareholder value results in our executives benefitting only when performance is actually achieved and when our shareholders also benefit, thereby ensuring we pay only for performance. The elements of our fiscal 2023 compensation program for our senior executives are shown below.

  52. Targeted Incentive Compensation

    | Fixed compensation | | | Base Salary | Delivered in cash, provides stable base amount of market competitive pay. | | Incentive compensation | | | Annual Cash Bonus | Variable compensation delivered in cash that is designed to motivate and incentivize performance in the shorter-term. Annual bonuses are earned based on the Company and the individual’s performance under our four pillars of performance, described below. Constitutes approximately 40% of target incentive compensation. | | Long-term Incentive | Equity-based compensation designed to retain our CEO and President, reward contributions and performance over the longer-term and further align their interests with shareholders’ interests. Constitutes approximately 60% of target incentive compensation, divided between: • Restricted stock units (“RSUs”) that vest after three years. The value of the RSUs that ultimately vest will depend on Jefferies’ stock price at that time, driving executives to take action that increases shareholder value over the longer-term; and • Performance stock units (“PSUs”) that are earned, if at all, over a three-year performance period, based on the achievement of specific ROTE metrics. In addition to achieving the metrics necessary for a payout of shares at the end of the performance period, the value of the shares earned depend on Jefferies’ stock price at that time, incentivizing actions that will increase shareholder value over the longer-term. |

  53. Performance Measures

    Performance Measures A key aspect of our executive compensation program is that, when granting equity compensation, the decision-making for those awards occurs after the end of the fiscal year. Our Compensation Committee has determined that, much like decisions regarding the amount of any annual bonus payments earned, the amount of equity awards granted should be decided only after an analysis of the Company and the executives’ performance for the year has occurred, based on the performance as measured against weighted pillars of corporate performance as well as individual performance. We believe this furthers our pay-for-performance philosophy by allowing the Compensation Committee to consider performance when determining the dollar value of the RSUs and PSUs granted, the ultimate value of which will then be dependent on the Company’s stock price (in the case of RSUs) and the achievement of performance metrics and stock price (in the case of PSUs) after a three-year period.

  54. Performance Measures

    | 2024 Proxy Statement | 41 |

  55. Performance Measures

    These tables summarize the process described above:

  56. Performance Measures

    | Targeted Incentive Compensation | | • Based on benchmarking against peer group • Composed of: ~40% Annual Bonus ~30% PSUs ~30% RSUs |

  57. Performance Measures

    | Compensation Committee Reviews Performance | | • Four Pillars: Financial Performance (65%) Capital Allocation (10%) Business Strength (10%) Leadership, Culture and Values (15%) |

  58. Performance Measures

    | Decisions Made After Fiscal Year End | | • The Committee determines: Amount of target annual bonus to be paid Amount of target PSU and RSU awards PSU performance metrics |

  59. Performance Measures

    | Three Years After Equity Grants | | • RSUs vest, value based on market price of JEF stock • PSUs vest based on achievement of performance criteria, value (if any) based on market price of JEF stock |

  60. Presentation of Executive Compensation in this Proxy Statement

    Presentation of Executive Compensation in this Proxy Statement Because the determination of equity grants is made after year end, pursuant to SEC reporting rules, the value of those awards is not included in the compensation tables included in this proxy statement, but will be included in the following year. For example, this year’s Summary Compensation Table reports the value of the RSUs and PSUs that were granted in December 2022 in relation to our 2022 fiscal year. The Compensation Committee granted RSUs and PSUs to both of our CEO and President in December 2023 after consideration of their 2023 performance that is described in this proxy statement, and those amounts will be included in the Summary Compensation Table in our 2025 proxy statement.

  61. Compensation Best Practices

    | Strong Link to Performance | Use of diversified performance considerations for incentive compensation that align with our long-term strategy and are designed to create shareholder value | | Target Majority Performance-Based Compensation | Annual cash bonuses are not guaranteed, and equity awards include PSUs with three-year performance period and RSUs, the value of which is dependent on stock price | | No Repricing | No repricing of options | | Strong Stock Ownership Policy | Our CEO and President are required to hold shares valued at 10x base salary | | No Gross-Ups | No tax gross-ups in our change-in-control plan or perquisites | | No Excessive Severance or Change-in-Control Provisions | No golden parachute severance payments and no acceleration of awards in the event of a change in control | | No Hedging | Hedging of our common stock by officers, directors and employees is prohibited | | Clawback Policy | Robust clawback policy in place | | Independent Committee | Compensation Committee consists only of independent Board members | | Leading Independent Consultant | Engaged leading independent compensation consultant to assist the Compensation Committee and Board in determining executive compensation and evaluating program design |

  62. Our 2023 Fiscal Year Compensation Results

    | | | Annual Compensation by Performance Year | | | | | | Executive | Performance Year | Incentive Compensation | | | Total Incentive Comp. ($) | Reduction from prior year | | | | Cash ($) | RSUs ($) | PSUs ($) | | | | Richard B. Handler CEO | 2023 | 8,400,000 | 6,000,000 | 4,500,000 | 18,900,000 | (24.4)% | | | 2022 | 10,000,000 | 7,500,000 | 7,500,000 | 25,000,000 | (16.7)% | | | 2021 | 12,000,000 | 9,000,000 | 9,000,000 | 30,000,000 | | | Brian P. Friedman President | 2023 | 8,000,000 | 5,714,000 | 4,286,000 | 18,000,000 | (20)% | | | 2022 | 10,000,000 | 6,250,000 | 6,250,000 | 22,500,000 | (25)% | | | 2021 | 12,000,000 | 9,000,000 | 9,000,000 | 30,000,000 | |

  63. Our 2023 Fiscal Year Compensation Results

    | 1. | The Company grants both cash and equity incentive compensation after a performance year is completed. In both the table above and the SCT, cash incentive compensation paid in fiscal 2024, but based in part on fiscal 2023 performance, is shown as fiscal 2023 compensation. In the table above, the equity awards (RSUs and PSUs) granted in fiscal 2024, but based in part on fiscal 2023 performance, are shown as fiscal 2023 compensation. In contrast, the SCT reports the value of equity awards in the year in which they are granted. As a result, awards granted in fiscal 2023, but based in part on fiscal 2022 performance, are shown in the SCT as fiscal 2023 compensation. |

  64. Our 2023 Fiscal Year Compensation Results

    | 2. | The SCT reports the change in pension value and certain nonqualified deferred compensation and all other compensation. |

  65. Role of the Compensation Committee

    | • | creation of long-term value for our shareholders and shareholder views on compensation; |

  66. Role of the Compensation Committee

    | • | our corporate performance relative to our established peer group; and |

  67. Role of the Compensation Committee

    | • | compensation practices observed in our established peer group. |

  68. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee retains Pearl Meyer as an independent compensation consultant. The primary role of the independent compensation consultant is to assist the Compensation Committee in the evaluation of our named executive officers’ compensation and assist in compiling compensation data, conducting analyses, providing consulting services and supplementing internal resources for compensation related market analyses. Among the other things that Pearl Meyer advised upon this year was to omit Loews from our peer list based on the substantial reduction in our legacy merchant banking portfolio. The Compensation Committee considered whether any conflict of interest exists with Pearl Meyer, assessing the following factors in its evaluation:

  69. Role of the Compensation Consultant

    | • | other services provided to us by the consultant; |

  70. Role of the Compensation Consultant

    | • | fees paid by us as a percentage of the consulting firm’s total revenue; |

  71. Role of the Compensation Consultant

    | • | policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; |

  72. Role of the Compensation Consultant

    | • | any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee; |

  73. Role of the Compensation Consultant

    | • | any Jefferies stock owned by the individual consultants involved in the engagement; and |

  74. Role of the Compensation Consultant

    | • | any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. |

  75. Role of the Compensation Consultant

    Based on this information, the Compensation Committee concluded that the work of the consultant did not raise any conflict of interest.

  76. Peer Group Benchmarking

    Peer Group Benchmarking Given the reduction of our merchant banking portfolio, we re-evaluated our peer group in 2023 and eliminated one company from our prior list of peers. Our list of peers remained otherwise unchanged in fiscal 2023 because the criteria we historically used remain appropriate and the companies we selected represent those businesses with which we compete for talent, that have much in common with our business, and that are reasonably comparable for purposes of measuring relative performance. As of our and the peer group companies’ most recent reported fiscal year-end, we performed in the top half in 3-year and 5-year relative TSR – not taking into account the impact the Vitesse spin-off had on shareholder return – against a peer group in which we are around the median-sized company:

  77. Peer Group Benchmarking

    | • | 68(t)(h) percentile in 5-year relative TSR |

  78. Peer Group Benchmarking

    | • | 77th percentile in 3-year relative TSR |

  79. Peer Group Benchmarking

    | 44 | Jefferies Financial Group |

  80. Peer Group Benchmarking

    | • | 36th percentile in 1-year relative TSR |

  81. Peer Group Benchmarking

    | • | 51st percentile in revenue |

  82. Peer Group Benchmarking

    | • | 43(r)(d)percentile in market capitalization |

  83. Peer Group Benchmarking

    | • | 60th percentile in assets |

  84. Peer Group Benchmarking

    We believe that our selected peers represent a reasonable and realistic list of firms that meet the appropriate criteria for comparators, which are included in the table below. We will re-evaluate this list in 2024 based on the substantial monetization of our legacy merchant-banking portfolio.

  85. Peer Group Benchmarking

    | Peer Name | Competition for Clients and Market Share | Human Capital-Based Companies and Competitors for Talent | Location | Executive Player/Coaches | | AllianceBernstein Holding L.P. | | • | | | | Apollo Global Management, Inc. | • | • | • | • | | BlackRock, Inc. | | • | • | | | Evercore Inc. | • | • | • | • | | KKR & Co. Inc. | | • | • | • | | Lazard Ltd | • | • | • | | | Moelis & Company | • | • | • | • | | Morgan Stanley | • | • | • | | | PJT Partners Inc. | • | • | • | • | | Stifel Financial Corp. | • | • | | • | | The Blackstone Group L.P. | | • | • | • | | The Carlyle Group Inc. | | • | • | | | The Goldman Sachs Group, Inc. | • | • | • | • |

  86. Peer Group Benchmarking

    The following table details relevant financial data of our selected peers:

  87. Peer Group Benchmarking

    | | | | | Total Shareholder Return(2) | | | | Company Name | Revenue(1) ($MM) | Market Cap(2) ($MM) | Assets(1) ($MM) | One Year (%) | Three Year (%) | Five Year (%) | | AllianceBernstein Holding L.P.(3) | $4,263 | $3,237 | $9,610 | –22.3% | 4.9% | 7.8% | | Apollo Global Management, Inc. | $32,499 | $52,215 | $313,617 | 35.6% | 31.9% | 31.7% | | BlackRock, Inc. | $17,859 | $111,755 | $117,628(4) | 8.0% | 5.0% | 14.9% | | Evercore Inc. | $2,426 | $5,559 | $3,621 | 31.2% | 20.2% | 15.3% | | Jefferies Financial Group | $4,700 | $7,458 | $57,905 | 1.1% | 21.6% | 16.2% | | Ranking Relative to Peers | 7 of 14 | 8 of 14 | 6 of 14 | 9 of 14 | 4 of 14 | 5 of 14 | | Percentile Relative to Peers | 51% | 43% | 60% | 36% | 77% | 68% | | KKR & Co. Inc. | $18,739 | $67,119 | $317,294 | 47.7% | 27.3% | 28.8% | | Lazard Ltd | $2,515 | $2,621 | $4,636 | –12.8% | –2.1% | –0.3% | | Moelis & Company | $855 | $3,163 | $1,217 | 16.3% | 16.4% | 12.0% | | Morgan Stanley | $53,611 | $130,222 | $1,180,231(4) | –11.4% | 12.2% | 15.8% | | PJT Partners Inc. | $1,153 | $2,183 | $1,051 | 18.5% | 11.6% | 15.5% | | Stifel Financial Corp. | $4,349 | $6,224 | $37,196 | –2.8% | 11.6% | 15.3% | | The Blackstone Group L.P. | $7,684 | $79,844 | $40,288 | 27.1% | 28.5% | 32.3% | | The Carlyle Group Inc. | $2,421 | $12,368 | $21,176 | 15.0% | 10.1% | 17.9% | | The Goldman Sachs Group, Inc. | $45,226 | $117,298 | $1,642,000 | –8.7% | 17.1% | 15.1% |

  88. Peer Group Benchmarking

    Source: S&P Capital IQ

  89. Peer Group Benchmarking

    | (1) Revenue and Assets reflect the most recent fiscal year disclosure from S&P Capital IQ as of February 12, 2024. |

  90. Peer Group Benchmarking

    | (2) Market Cap figures and Total Shareholder Return compound annual growth rates (CAGR) are as of Jefferies’ fiscal year-end November 30, 2023 and are calculated using S&P Capital IQ’s methodology. |

  91. Peer Group Benchmarking

    | 2024 Proxy Statement | 45 |

  92. Peer Group Benchmarking

    | (3) Revenue and assets represent the values of AllianceBernstein L.P., while Market Cap and TSR are for AB Holding L.P. |

  93. Peer Group Benchmarking

    | (4) Revenues reported in 8-K/press release for FY 2023. Total assets represent FY 2022 disclosure. |

  94. Peer Group Benchmarking

    Components of Executive Compensation

  95. CEO and President Fiscal 2023 Incentive Compensation

    Our other named executive officers’ 2023 incentive compensation consisted solely of a year-end cash bonus, as discussed below. Annual Cash Bonuses - Annual bonuses are designed to encourage our executive officers to deliver strong annual results, to maximize short-term productivity and profitability and to reward our executive officers for their efforts during the year. Motivating our executive officers to deliver strong short-term results directly impacts our performance, and together with long-term focus and risk mitigation, is key to our success. The targeted cash bonus for our CEO is $10 million and for our President is $9 million. If the Company’s performance is outstanding, the cash bonus can be increased but to no higher than $12 million. The Committee, if performance is below expectations, can reduce or even withhold the cash bonus. The actual amount of the bonus earned is determined after the end of the year based on a performance review, taking into account the performance measures outlined below. Restricted Stock Units - RSUs were established with a three-year cliff vesting period. The total number of RSUs granted to each executive was determined following the completion of the compensation year, but the shares underlying those awards will not be received until the end of the three-year vesting period, assuming no forfeiture occurs. If over the three-year period our share price decreases from the market value of our shares when the RSUs were granted – whether based on the performance of our executives or purely exogenous forces – the value of the RSU award will be diminished, perhaps materially.

  96. CEO and President Fiscal 2023 Incentive Compensation

    Performance Stock Units - PSUs were established with a three-year performance period and may be earned at the end of the performance period based on achievement of a ROTE performance target. As has historically been the case, the PSUs have threshold, target and maximum ROTE performance targets, as shown below. The number of PSUs ultimately earned will pay out in one share of our common stock for each unit earned, if any.

  97. CEO and President Fiscal 2023 Incentive Compensation

    | • | The performance metric for these PSUs, the value of which is included in the Summary Compensation Table on page 56 because they were granted in fiscal 2023, is Return on Tangible Equity (ROTE).(2) The threshold, target and maximum metrics for payouts is shown below. The threshold ROTE must be achieved for there to be any payout, and ROTE performance between these levels is linearly interpolated to determine the actual payout. |

  98. CEO and President Fiscal 2023 Incentive Compensation

    | 7.5% Threshold 75% of Targeted Payout All PSUs forfeited if ROTE <7.5% | 10% Target Targeted Payout | 15% Maximum Capped at 150% of Targeted Payout |

  99. Performance Measures Considered

    Performance Measures Considered As noted above, performance remained the key driver to our compensation plan in 2023. Our performance can be significantly affected, both positively and negatively, by industry-wide factors or general economic conditions over which our executives may have little control. Therefore, other than the performance metrics used to determine whether PSUs have been earned, our Compensation Committee considers our performance and our executives’ performance against the industry, peers and our prior results, and assessed against our four pillars of performance – Financial Performance, Capital Allocation, Business Strength and Leadership, Culture and Values – and the criteria within each pillar as described below to determine whether our executives delivered results that justify payouts. We believe that setting a total targeted incentive compensation amount, and providing the Compensation Committee with the discretion to determine how much of that targeted amount should be awarded, is appropriate. As discussed above, our performance can be significantly affected by external factors, as was the case in 2023 due to, among other things, geopolitical events. The Compensation Committee considers all relevant factors when judging performance, and by doing so – within the framework of the four pillars – we believe that the result is a more meaningful determination of actual performance.

  100. Performance Measures Considered

    | | FINANCIAL PERFORMANCE Weighted 65% | | CAPITAL ALLOCATION Weighted 10% | | Holistic Assessment of Multiple Factors: • ROTE • Pre-Tax Earnings • EPS • Relative TSR | | Resource Allocation to: • Maintenance of strong capital base • Development and growth of strategic priorities • Investment decisions • Shareholder returns | |

  101. Performance Measures Considered

    | | BUSINESS STRENGTH Weighted 10% | | LEADERSHIP, CULTURE AND VALUES Weighted 15% | | • Market share • Client engagement and feedback • Innovation and execution | | • Evaluating and developing succession plans throughout organization • Driving an inclusive and more diverse culture • Attracting and inspiring talent • Developing next-generation leaders • Communicating core values, culture and ethics | |

  102. Performance Measures Considered

    | 2 | ROTE is a non-GAAP measure. For reconciliations to GAAP amounts, see Annex A of this Proxy Statement. |

  103. Performance Measures Considered

    | 2024 Proxy Statement | 47 |

  104. CEO

    Based on the Company’s and the executives’ 2023 performance discussed above, while the Compensation Committee determined that our CEO far exceeded performance expectations in terms of Capital Allocation, Business Strength and Leadership, Culture and Values, the Company’s Financial Performance as measured by ROTE did not meet target. The Compensation Committee decided that our CEO was entitled to total incentive compensation of $18.9 million, as shown in the table below. In so determining, the Compensation Committee believed that non-financial measures would have resulted in above-target payouts. However, because financial metrics account for 65% of our performance metrics and because ROTE was at 3.7%, a fair reduction in incentive compensation was determined to be 25% in total incentive compensation for our CEO, allocated as $8.4 million in a cash bonus, $4.5 million in PSUs and $6 million in RSUs. Because PSUs, which require a three-year-performance measurement of at least 7.5% to achieve any payout, might never pay out given that the initial performance year of 3.7% will substantially weigh down the three-year performance calculation, the Compensation Committee determined to pay our CEO $6 million in RSUs and $4.5 million in PSUs because a failed performance on PSUs might mean that the RSUs would be the only equity payout despite what has been a very strong performance year aside from ROTE.

  105. CEO

    | Cash Bonus of $8.4 million | | PSUs valued at $4.5 million | | RSUs valued at $6 million |

  106. Severance

    Severance Messrs. Handler, Friedman, Larson, and Sharp are entitled to severance under the Jefferies policy, which provides that terminated employees, other than employees terminated for cause, are generally entitled to one-half month’s salary for each year of service, up to a maximum of six months with a maximum of 12 months for employees with age plus years of service of at least 60. More information is provided under “Potential Payments upon Termination of Employment or Change in Control”. Mr. Steinberg is entitled to severance under the legacy Leucadia National Corporation policy, which provides that terminated employees, other than employees terminated for cause, are generally entitled to one month’s pay for each year of service, up to a maximum of 24 months. Pay is defined as salary plus bonus (excluding one-time, tenure or holiday bonus). As previously discussed, and disclosed by the Company, Ms. Gendron and the Company entered into an agreement that provided for her continued service until her separation date in 2023, at which time her service ended. Under the agreement, Ms. Gendron received a $2 million mid-year payment after the separation date, subject to execution of a signed release. The foregoing amounts are in lieu of any other payments, including severance, due to Ms. Gendron.

  107. No Employment Agreements

    No Employment Agreements Our named executive officers do not have employment agreements with us.

  108. No Change-in-Control Agreements

    No Change-in-Control Agreements We do not have any change-in-control agreements with any named executive officers. No equity held by our executive officers is subject to accelerated vesting upon a change in control.

  109. Summary Compensation Table — Fiscal 2023

    Summary Compensation Table — Fiscal 2023

  110. Summary Compensation Table — Fiscal 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | | Stock Awards(1) ($) | Option Awards(1) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Richard B. Handler Chief Executive Officer | 2023 | 1,000,000 | 8,400,000 | Fiscal 2022 Equity Grant: | 14,283,382 | — | —(4) | 429,749(5) | 26,136,030 | | | | | Dividend Rights Adjustment Related to Vitesse Spin-off: | | 2,022,899 | | | | | | | 2022 | 1,000,000 | 10,000,000 | Fiscal 2021 Equity Grant: | 20,432,812(2) | — | —(4) | 462,421 | 56,897,424 | | | | | Five-Year Leadership Continuity Grant: | | 25,002,191 | | | | | | | 2021 | 1,000,000 | 12,000,000 | | | 15,666,463 | 15,287 | 191,196 | 28,872,946 | | Brian P. Friedman President | 2023 | 1,000,000 | 8,000,000 | Fiscal 2022 Equity Grant: | 11,902,830 | — | — | 436,824(6) | 23,362,553 | | | | | Dividend Rights Adjustment Related to Vitesse Spin-off: | | 2,022,899 | | | | | | | 2022 | 1,000,000 | 10,000,000 | Fiscal 2021 Equity Grant: | 20,432,812(2) | — | — | 421,333 | 56,856,336 | | | | | Five-Year Leadership Continuity Grant: | | 25,002,191 | | | | | | | 2021 | 1,000,000 | 12,000,000 | | — | 15,666,463 | — | 179,136 | 28,845,599 | | Joseph S. Steinberg Chairman of the Board | 2023 | 810,693 | — | | — | — | — | 497,355(7) | 1,308,048 | | | 2022 | 810,693 | — | | — | — | — | 499,024 | 1,309,717 | | | 2021 | 810,693 | — | | — | — | — | 487,162 | 1,297,855 | | Michael J. Sharp Executive Vice President and General Counsel | 2023 | 1,000,000 | 4,000,000 | | — | — | — | 5,625 | 5,005,625 | | | 2022 | 1,000,000 | 4,000,000 | | — | — | — | 5,125 | 5,005,125 | | | 2021 | 1,000,000 | 6,000,000 | | — | — | — | 4,875 | 7,004,875 | | Matthew S. Larson Executive Vice President and Chief Financial Officer | 2023 | 1,000,000 | 2,000,000 | | — | — | — | 5,581 | 3,005,581 | | | 2022 | 1,000,000 | 2,000,000 | | — | — | — | 5,072 | 3,005,072 | | Teresa S. Gendron Former Executive Vice President and Former Co-Chief Financial Officer | 2023 | 147,756 | — | | — | — | — | 2,021,634 | 2,169,390 | | | 2022 | 500,000 | 1,500,000 | | — | — | — | 5,125 | 2,005,125 | | | 2021 | 500,000 | 1,500,000 | | — | — | — | 4,875 | 2,004,875 |

  111. Summary Compensation Table — Fiscal 2023

    | (1) The values of the awards of stock, stock options and stock appreciation rights (“SARs”) shown in these columns are the awards’ grant-date fair values, computed in accordance with FASB ASC Topic 718. Further information on the valuation assumptions relating to these awards granted in fiscal 2023 can be found in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2023. The grant-date fair value of stock awards in fiscal 2023 reflects their fair value after taking into account illiquidity discounts due to mandatory post-vesting holding periods. The fair value of the performance-based RSUs granted in fiscal 2023 is based on the assumption that the target level of performance based on return on tangible equity will be achieved over the three-year performance period. The grant date fair value of the PSUs granted in fiscal 2023 at the maximum payout level was, for Mr. Handler, $10,712,537 and, for Mr. Friedman, $8,927,132. The executive's excess dividend equivalent rights relating to a specified number of Jefferies common shares, awarded December 6, 2020, were modified as an adjustment in connection with our spin-off of Vitesse to provide that the calculation of excess dividends (regular quarterly cash dividends in excess of $0.15 per Jefferies share) would include regular quarterly dividends paid by Vitesse on the number of Vitesse shares that corresponded to the adjusted specified number of Jefferies common shares. The original award provided to the executive a legal right to an equitable award adjustment, but under applicable accounting rules the adjustment was determined to incrementally increase the fair value of the award by an amount reflected in the table. |

  112. Summary Compensation Table — Fiscal 2023

    | (2) In December 2021, the Compensation Committee awarded each of Messrs. Handler and Friedman RSUs with a value of $9.0 million and PSUs with a value of $9.0 million. Such values were calculated based on the grant-date fair market value of the underlying shares (the target number of underlying shares in the case of the performance-based RSUs). Under applicable SEC reporting and accounting rules, the value at the grant date is reported based on the probable outcome of the performance conditions reflecting the assumption that the maximum level of performance based on return on tangible equity will be achieved over the three-year performance period, and includes discounts due to post-vesting illiquidity. |

  113. Summary Compensation Table — Fiscal 2023

    | (3) Some of the items under this caption constitute taxable income to the named executive officers. These amounts are reported as taxable income for the executives pursuant to IRS rules which differ from the SEC reporting rules used to report the amounts reflected in this table and these notes. |

  114. Summary Compensation Table — Fiscal 2023

    | 56 | Jefferies Financial Group |

  115. Summary Compensation Table — Fiscal 2023

    Certain of our named executive officers benefit from personal use of our aircraft. In addition, family members of our named executive officers may, in certain circumstances, accompany the named executive officers on business as well as personal travel on our aircraft, resulting in additional costs. Reported compensation for personal use of our aircraft consists of the incremental costs incurred as a result of personal flight activity, including fuel, repairs, maintenance, personal supplies and meals and flight crew meals and lodging. Incremental costs do not include depreciation, hanger rent, insurance, flight crew salaries and benefits and other fixed expenses that would have been incurred regardless of whether there was any personal use of our aircraft. For 2023, the total amount of our disallowed tax deduction resulting from the personal use of our aircraft by Messrs. Handler, Friedman, Steinberg and their guests was approximately $9.2 million, which substantially resulted from the increased costs and expenses associated with aircraft maintenace and operations. Messrs. Handler, Friedman and Steinberg receive the use of drivers, cars and other transportation benefits for business as well as personal use. Disclosed amounts for personal use of drivers, cars and other transportation benefits for each executive are derived based on an allocation of the total cost of driver compensation (including bonus and benefits), parking costs, vehicle depreciation and all other vehicle operating costs.

  116. Summary Compensation Table — Fiscal 2023

    | (4) The present value of Mr. Handler’s accumulated pension benefit declined by $2,423 in fiscal 2023 and $103,801 in fiscal 2022. |

  117. Summary Compensation Table — Fiscal 2023

    | (5) Includes $316,162 in incremental costs for personal use of our aircraft, $107,962 in personal use of a car and drivers, and $5,625 in contributions to the Profit Sharing Plan (PSP). |

  118. Summary Compensation Table — Fiscal 2023

    | (6) Includes $350,000 in incremental costs for personal use of our aircraft, $81,199 in personal use of a car and driver, and $5,625 in contributions to the PSP. |

  119. Summary Compensation Table — Fiscal 2023

    | (7) Includes $350,000 in incremental costs for personal use of our aircraft, $96,464 in personal use of a car and drivers, $43,303 in deferred compensation plan contributions, and $7,588 in contributions to a Savings and Retirement Plan. |

  120. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023

  121. Grants of Plan-Based Awards in Fiscal 2023

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards; Number of Shares of Stock or Units (# shares) | Grant—date fair value of stock awards ($)(5) | | Name | Grant Date | Threshold (# shares)(2) | Target (# shares)(3) | Maximum (# shares)(4) | | | | Richard B. Handler | 12/16/2022(1) | 160,898 | 214,531 | 321,797 | — | 7,141,691 | | | 12/16/2022 | — | — | — | 214,531 | 7,141,691 | | | 01/13/2023 | — | — | — | (6) | 2,022,899 | | Brian P. Friedman | 12/16/2022(1) | 134,082 | 178,776 | 268,164 | — | 5,951,415 | | | 12/16/2022 | — | — | — | 178,776 | 5,951,415 | | | 01/13/2023 | — | — | — | (6) | 2,022,899 | | Joseph S. Steinberg | — | — | — | — | — | — | | Michael J. Sharp | — | — | — | — | — | — | | Matthew S. Larson | — | — | — | — | — | — | | Teresa S. Gendron | — | — | — | — | — | — |

  122. Grants of Plan-Based Awards in Fiscal 2023

    | (1) Grant of long-term performance-based RSUs to each executive, as discussed in the CD&A. RSUs are subject to performance as well as service-based vesting requirements. |

  123. Grants of Plan-Based Awards in Fiscal 2023

    | (2) Performance required to earn RSUs at the threshold level is achievement of at least 7.5% return on tangible equity over the three-year period from fiscal 2022 - 24. Please refer to our CD&A for additional information. |

  124. Grants of Plan-Based Awards in Fiscal 2023

    | (3) Performance required to earn RSUs at the target level is achievement of at least 10% return on tangible equity over the three-year period from fiscal 2022 - 24. Please refer to our CD&A for additional information. |

  125. Grants of Plan-Based Awards in Fiscal 2023

    | (4) Performance required to earn RSUs at the maximum level is achievement of at least 15% return on tangible equity over the three-year period from fiscal 2022 - 24. Please refer to our CD&A for additional information. |

  126. Grants of Plan-Based Awards in Fiscal 2023

    | (5) This column reports the fair value of equity awards granted to the executives. Fair value of the performance-based RSUs (the equity incentive plan awards) is based on the number of shares that may be earned for target performance. See also footnote 1 to the Summary Compensation Table. |

  127. Grants of Plan-Based Awards in Fiscal 2023

    | (6) The executive’s excess dividend equivalent rights relating to a specified number of Jefferies common shares, awarded December 6, 2020, were modified as an adjustment in connection with our spin-off of Vitesse Energy, Inc. (“Vitesse”), to provide that the calculation of excess dividends (regular quarterly cash dividends in excess of $0.15 per Jefferies share) would include regular quarterly dividends paid by Vitesse on the number of Vitesse shares that corresponded to the adjusted specified number of Jefferies common shares. The original award provided to the executive a legal right to an equitable award adjustment, but under applicable accounting rules the adjustment was determined to incrementally increase the fair value of the award by the amount shown in the table. |

  128. Grants of Plan-Based Awards in Fiscal 2023

    | 2024 Proxy Statement | 57 |

  129. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023

  130. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Option Awards | | | | | Stock Awards | | | | | | | | | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Shares underlying award: Jefferies (JEF) or Vitesse (VTS) | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(1) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Name | Shares underlying award: Jefferies (JEF) or Vitesse (VTS) | Number of securities underlying unexercised options exercisable (#) | | | | | | | | | | Richard B. Handler | JEF | 1,688,247(3) | 844,123(3) | 22.69 | 12/5/2030 | JEF | 222,160(4) | $7,873,352 | 222,160(4) | $7,873,352 | | | | | | | | JEF | 600,612(5) | 21,285,691 | | | | | | | | | | JEF | 978,274(6) | 34,670,021 | | | | | VTS | 155,622(3) | 76,311(3) | 8.97 | 12/5/2030 | VTS | 25,249(4) | $596,629 | 25,249(4) | 596,629 | | | | | | | | VTS | 57,364(5) | 1,355,503 | | | | Brian P. Friedman | JEF | 1,688,247(3) | 844,123(3) | 22.69 | 12/5/2030 | JEF | 185,134(4) | $6,561,133 | 185,134(4) | $6,561,133 | | | | | | | | JEF | 600,612(5) | 21,285,691 | | | | | | | | | | JEF | 934,774(6) | 33,128,394 | | | | | VTS | 155,622(3) | 76,311(3) | 8.97 | 12/5/2030 | VTS | 21,041(4) | $497,192 | 21,041(4) | 497,192 | | | | | | | | VTS | 57,364(5) | 1,355,503 | | | | | | | | | | VTS | 106,238(6) | 2,510,413 | | | | Joseph S. Steinberg | | — | — | — | | — | — | — | — | — | | Michael J. Sharp | | — | — | — | | — | — | — | — | — | | Matthew S. Larson | | — | — | — | | — | — | — | — | — | | Teresa S. Gendron | | — | — | — | | — | — | — | — | — |

  131. Outstanding Equity Awards at Fiscal Year-End 2023

    | (1) The number of RSUs and PSUs listed includes additional RSUs and PSUs resulting from the crediting of dividend equivalents on awards (referred to as dividend equivalent units or DEUs) through November 30, 2023. DEUs are forfeitable to the same extent as the underlying award. The number of PSUs listed as unearned share units is the number earnable by achievement of the target level of performance based on Jefferies return on tangible equity, or ROTE, in the fiscal 2022-2024 performance period. |

  132. Outstanding Equity Awards at Fiscal Year-End 2023

    | (2) Market value is based on closing prices on the New York Stock Exchange on November 30, 2023: Jefferies Common Shares (JEF), $35.44 per share; and Vitesse Common Stock (VTS), $23.63 per share. |

  133. Outstanding Equity Awards at Fiscal Year-End 2023

    | (3) The unexercisable options became exercisable on December 6, 2023. The governing option agreement provides also for the crediting of dividend equivalents if regular quarterly dividends increase during the first 9.5 years after grant (on December 6, 2020), in which case the executive is credited with a cash amount equal to the excess dividend amount for each share underlying the Jefferies options. Dividend amounts paid by Vitesse on the number of shares underlying the related Vitesse options are also credited in the calculation of excess dividends. The amounts credited in a fiscal quarter are converted to Jefferies share units at each Jefferies quarterly dividend payment date, which shares units will be settled June 6, 2030. |

  134. Outstanding Equity Awards at Fiscal Year-End 2023

    | (4) These awards are subject to service-based vesting through December 16, 2025. |

  135. Outstanding Equity Awards at Fiscal Year-End 2023

    | (5) These awards are subject to service-based vesting through December 16, 2024. Of the reported number of share units, 348,245 (JEF) and 28,682 (VTS) represent PSUs and associated DEUs earned by Jefferies performance in fiscal 2021-2023. |

  136. Outstanding Equity Awards at Fiscal Year-End 2023

    | (6) These awards are subject to service-based vesting through December 16, 2026. |

  137. Outstanding Equity Awards at Fiscal Year-End 2023

    | 58 | Jefferies Financial Group |

  138. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The table below provides information regarding stock options exercised and stock awards vested during fiscal 2023 for each of our named executive officers. The gain upon exercise of the options and the value of stock awards is based on the average of the high and low sales prices of our shares on the New York Stock Exchange on the day the options were exercised or the stock award vested.

  139. Option Exercises and Stock Vested in Fiscal 2023

    | | Option awards | | Stock awards | | | | Name | Number of Jefferies (JEF) shares acquired on exercise (#) | Value realized on exercise ($) | Shares underlying award: Jefferies (JEF) or Vitesse (VTS) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | Richard B. Handler | — | — | JEF | 1,209,198 | 47,545,665 | | | — | — | VTS | 142,314 | 2,181,676 | | Brian P. Friedman | 2,000(1) | 26,329 | JEF | 1,209,198 | 47,545,665 | | | | | VTS | 142,314 | 2,181,676 | | Joseph S. Steinberg | — | — | | — | — | | Michael J. Sharp | — | — | | — | — | | Matthew S. Larson | — | — | | — | — | | Teresa S. Gendron | — | — | | — | — |

  140. Option Exercises and Stock Vested in Fiscal 2023

    | (1) These options were issued in July 2019, in connection with the merger in which HomeFed Corporation became our wholly owned subsidiary. At that time, options to purchase HomeFed common stock that previously had been granted to Mr. Friedman as compensation for service on the HomeFed Board of Directors were assumed by us, becoming options to purchase our shares. |

  141. Option Exercises and Stock Vested in Fiscal 2023

    | (2) The amount shown as "value realized on vesting" is based on the market value of the underlying shares on the vesting date. However, the CEO and President did not in fact sell shares at the time of vesting to realize value; Jefferies withheld a portion of the vested shares to meet withholding tax obligations. |

  142. Pension Benefits in 2023

    Pension Benefits in 2023

  143. Pension Benefits in 2023

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | | Richard B. Handler | Jefferies Group | 16 (frozen) | $301,320 | $0 | | | Employees’ Pension Plan | | | |

  144. Pension Benefits in 2023

    To calculate the value above, we assumed that benefit commencement is at age 65 (our pension plan’s normal retirement age). We also assumed that 85% of Mr. Handler’s benefit is paid as a lump sum calculated using an interest rate of 5.7% and mortality assumption required under Revenue Ruling 2007-67 and that 15% of his benefit is paid as a single life annuity calculated using a 4.8% discount rate and RP-2014 annuitant mortality. In addition, the figure provided is based on age 65 present values discounted back to current age. We also assumed no pre-retirement mortality. Jefferies Group first adopted its pension plan in 1964 and stopped admitting new participants into the plan on April 1, 1997. Effective December 31, 2005, benefits under the plan were frozen. All persons who were Jefferies Group employees prior to April 1, 1997, who are citizens or residents of the United States, who are 21 years of age and who have completed one year of service are covered by the pension plan. The plan is a defined benefit plan funded through our ongoing contributions and through earnings on existing plan assets. The amount an employee will receive as a plan benefit depends on the person’s covered compensation during specific plan years. An employee retiring at age 65 will receive 1% of the employee’s covered compensation from January 1, 1987, until termination of employment plus 20% of the first $4,800 and 50% of amounts exceeding $4,800 of annual average covered compensation for 1985 and 1986. Benefits under the plan are payable for the remaining life of the participant and are not subject to deduction for Social Security benefits or other offsets.

  145. Pension Benefits in 2023

    | 2024 Proxy Statement | 59 |

  146. Pension Benefits in 2023

    Since 2004, the amount of covered compensation has been capped at $210,000 per year. An employee who retires upon normal retirement at age 65 with at least four years of service will receive a full vested benefit. An employee who retires at age 55 with at least four years of service will receive the normal retirement benefit reduced by 0.5% for each month benefit payments commence before age 65. Employees who terminate employment for reasons other than death or retirement will be entitled to the vested portion of their benefits at their normal or early retirement age. Benefits vest at the rate of 0% for the first year of service, 33% for each of the next two years of service and 34% for the fourth year of service. The retirement benefits payable at age 65 for those employees with service prior to January 1, 1987, will be composed of two items: (1) a benefit for service up to December 31, 1986, in accordance with the original plan formula recognizing pay up to $100,000 and (2) a benefit for service commencing on January 1, 1987, equal to 1% of covered compensation through the date of termination.

  147. Non-Qualified Deferred Compensation in Fiscal 2023

    Non-Qualified Deferred Compensation in Fiscal 2023 The following table provides information on amounts that the named executive officers are entitled to receive under our non-qualified deferred compensation arrangements, including deferrals of vested restricted stock units under our 2003 Incentive Compensation Plan, our Equity Compensation Plan, and Mr. Handler’s self-directed deferred compensation account which was in place before he became CEO of the-then Jefferies Group in 2001.

  148. Non-Qualified Deferred Compensation in Fiscal 2023

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings (Losses) in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | | Richard B. Handler | — | — | 15,259,127(5) | 53,387,955 | 325,061,314(6) | | Brian P. Friedman | — | — | 14,425,863(7) | 129,684,235 | 4,602,701(8) | | Joseph S. Steinberg | — | 43,303 | 66,597 | — | 1,073,161 |

  149. Non-Qualified Deferred Compensation in Fiscal 2023

    | (1) Value of RSUs vesting but deferred as to settlement or value of other contributions during the fiscal year. |

  150. Non-Qualified Deferred Compensation in Fiscal 2023

    | (2) All amounts are included in the Summary Compensation Table in All Other Compensation. |

  151. Non-Qualified Deferred Compensation in Fiscal 2023

    | (3) Earnings and losses are based upon the investment direction of the named executive officer, the change in value of our shares underlying vested RSUs and the value of dividend equivalents credited as additional RSUs or as cash amounts to be paid upon settlement. RSUs that constitute deferred compensation include both Jefferies RSUs and Vitesse RSUs issued as an adjustment to Jefferies RSUs upon the spinoff of Vitesse. |

  152. Non-Qualified Deferred Compensation in Fiscal 2023

    | (4) Amounts in the table reflect compensation granted in multiple years, including compensation that has been deferred on a mandatory or voluntary basis and market returns on investments that deferred amounts were deemed invested in, which have accrued over time. Specifically, amounts in the table consist of (i) contributions resulting from compensation that has been disclosed in the Summary Compensation Table in this and previous Proxy Statements (to the extent the executive was a named executive officer in the year of deferral and the amount was otherwise required to be disclosed under SEC rules then in effect), plus (ii) earnings on deferred amounts, less (iii) distributions. |

  153. Non-Qualified Deferred Compensation in Fiscal 2023

    | (5) Includes $11,795,826 in increased value of vested RSUs and deferred shares and $3,463,301 increased value of Mr. Handler’s self-directed deferred compensation account (excluding Jefferies deferred shares in that account). The change in value of RSUs and deferred shares represents the value of vested RSUs and deferred shares held at the end of the fiscal year, plus the value of any RSUs distributed during the year (in each case including those acquired based on dividend equivalents credited during the year), less the value of the RSUs and deferred shares held at the beginning of the year or, if contributed during the year, less the value at the time of such contribution. |

  154. Non-Qualified Deferred Compensation in Fiscal 2023

    | (6) Includes $310,352,027 in value of vested RSUs and deferred shares and $14,709,287 in value in the self-directed deferred compensation account (excluding the Jefferies deferred shares). For Mr. Handler, deferrals prior to 2013 and earnings on those deferrals constituted 98.5% of the value of his deferred compensation at November 30, 2023. The deferred compensation in the self-directed account originally was earned while Mr. Handler was head of Jefferies Group’s high yield division, prior to Mr. Handler becoming an executive officer of the then Jefferies Group. The last deferral into Mr. Handler’s self-directed deferred compensation account was in 2000. |

  155. Non-Qualified Deferred Compensation in Fiscal 2023

    | (7) Represents the value of vested RSUs held at the end of the fiscal year plus the value of any RSUs distributed during the year (in each case including those acquired based on dividend equivalents credited during the year) less the value of the RSUs held at the beginning of the year or, if contributed during the year, less the value at the time of such contribution. |

  156. Non-Qualified Deferred Compensation in Fiscal 2023

    | (8) Represents the value of vested RSUs held at the end of the fiscal year. |

  157. Non-Qualified Deferred Compensation in Fiscal 2023

    | 60 | Jefferies Financial Group |

  158. Non-Qualified Deferred Compensation in Fiscal 2023

    Potential Payments upon Termination of Employment or Change in Control The following information describes and quantifies (where possible) certain enhanced compensation that would become payable under then-existing agreements and plans if the named executive officer’s employment had terminated on November 30, 2023. Voluntary resignation or termination for cause would not result in any enhancement in compensation.

  159. SEVERANCE PAYMENTS

    SEVERANCE PAYMENTS Messrs. Handler, Friedman, Sharp and Larson are subject to the Jefferies severance policy, which provides:

  160. SEVERANCE PAYMENTS

    | • | One-half month’s salary of severance for each year of service, up to a maximum of six months’ pay |

  161. SEVERANCE PAYMENTS

    | • | If retirement eligible (age plus years of service is at least 60), severance maximum is increased to 12 months’ salary |

  162. SEVERANCE PAYMENTS

    Mr. Steinberg is subject to the legacy Leucadia severance policy:

  163. SEVERANCE PAYMENTS

    | • | One month’s pay for each year of service, up to a maximum of 24 months |

  164. SEVERANCE PAYMENTS

    | • | Pay is defined as salary plus average bonus (excluding one-time, tenure or holiday bonus) |

  165. SEVERANCE PAYMENTS

    On July 17, 2022, Ms. Gendron and the Company entered into an agreement that provided for her continued service until a separation date in 2023. Under the agreement, Ms. Gendron received $2 million plus $21,634 paid in lieu of accrued vacation upon the execution of a release shortly following her separation on March 16, 2023. Those payments were in lieu of any other payments, including severance, payable in connection with her separation from the Company.

  166. SEVERANCE PAYMENTS

    | 2024 Proxy Statement | 61 |

  167. Summary of Payments upon Termination or Change in Control

    Summary of Payments upon Termination or Change in Control The table below shows the estimated value of payments to which a named executive officer serving at our fiscal year end would have been entitled if the executive’s employment had been terminated on November 30, 2023. With the exception of $1 million of severance described on the prior page, all of the payments result from equity compensation awarded to our executives based on their service and performance prior to grant but that have not yet vested. For purposes of valuing these amounts, we took into account the following considerations:

  168. Summary of Payments upon Termination or Change in Control

    | • | Equity awards that immediately vest upon death or disability are valued at $35.44 per Jefferies share and $23.63 per Vitesse share, the closing price of those shares on the last trading day of fiscal 2023. |

  169. Summary of Payments upon Termination or Change in Control

    | • | Amounts a named executive officer has deferred through our deferred compensation plans or for which all service requirements have been met are non-forfeitable, so whether these amounts continue to be deferred or are paid out following the change in control or termination of employment does not represent a payment or enhancement to benefits resulting from the change in control or termination of employment. Such non-forfeitable deferred amounts are shown above under the caption “Non-Qualified Deferred Compensation.” |

  170. Summary of Payments upon Termination or Change in Control

    | • | Stock options granted in fiscal 2021 to our executive officers, which include certain rights to excess dividend equivalents, are non-forfeitable upon their retirement, and each of those executive officers is eligible for retirement. Therefore, the acceleration of the exercisability of stock options would not constitute an enhancement of compensation. |

  171. Summary of Payments upon Termination or Change in Control

    | • | Amounts shown for compensation following a change in control assume that no payment to a named executive officer would have been reduced to avoid adverse tax consequences under Code Sections 4999 and 280G. No named executive officer is eligible to receive a “gross-up” payment to offset golden parachute excise taxes under Code Section 4999 or to reimburse the executive for related taxes. |

  172. Summary of Payments upon Termination or Change in Control

    | • | Except as otherwise indicated, all amounts reflected in the table would be paid on a lump-sum basis based on a November 30, 2023 termination date, subject to any applicable six-month delay required under Section 409A of the Internal Revenue Code. |

  173. Summary of Payments upon Termination or Change in Control

    | Name | Involuntary Termination Following a Change-in- Control ($) | Following a Change-in- Control | Involuntary Termination ($) | Retirement(1) | Death or Disability ($) | | Richard B. Handler | 73,727,264(2) | – | 73,727,264(2) | – | 72,727,264(4) | | Brian P. Friedman | 72,057,134(3) | – | 72,057,134(3) | – | 71,126,721(4) | | Joseph S. Steinberg | 1,621,386(5) | – | 1,621,386(5) | – | – | | Michael J. Sharp | 551,221(6) | – | 551,221(6) | – | | | Matthew S. Larson | 136,094(6) | – | 136,094(6) | – | – |

  174. Summary of Payments upon Termination or Change in Control

    | (1) Does not include certain pension benefits for Mr. Handler under the Jefferies Group Employees’ Pension Plan, as reflected in the Pension Benefits in 2023 table. |

  175. Summary of Payments upon Termination or Change in Control

    | (2) Includes $1,000,000 of severance payments pursuant to Jefferies’ severance policy and the value of unvested RSUs (including unvested Vitesse RSUs issued as an adjustment to the Jefferies RSUs) that would vest upon termination of employment by the Company not for cause or, in connection with a change in control, by the executive for good reason. |

  176. Summary of Payments upon Termination or Change in Control

    | (3) Includes $930,413 of severance payments pursuant to Jefferies’ severance policy and the value of unvested RSUs (including unvested Vitesse RSUs issued as an adjustment to the Jefferies RSUs) that would vest upon termination of employment by the Company not for cause or, in connection with a change in control, by the executive for good reason. |

  177. Summary of Payments upon Termination or Change in Control

    | (4) Represents the value of unvested RSUs (including unvested Vitesse RSUs issued as an adjustment to the Jefferies RSUs) that would have vested automatically upon death or disability. |

  178. Summary of Payments upon Termination or Change in Control

    | (5) Consists of severance payments pursuant to the legacy Leucadia severance policy. |

  179. Summary of Payments upon Termination or Change in Control

    | (6) Consists of severance payments pursuant to Jefferies’ severance policy. |

  180. Summary of Payments upon Termination or Change in Control

    | 62 | Jefferies Financial Group |

  181. Pay Versus Performance

    Pay Versus Performance For all fiscal years from 2019 - 2023, the Principal Executive Officer (“CEO”) was Richard B. Handler and “Other NEOs” included Brian P. Friedman, Joseph S. Steinberg, Michael J. Sharp and Theresa S. Gendron. In fiscal 2022 and 2023, Other NEOs also included Matthew S. Larson. The Summary Compensation Table totals reported for our CEO for fiscal 2019 - 2023 and those amounts for the Other NEOs reflected in the table on page 64 were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:

  182. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | | | CEO | Average for other NEOs | CEO | Average for other NEOs | CEO | Average for other NEOs | CEO | Average for other NEOs | CEO | Average for other NEOs | | Summary Compensation Table total compensation | $26,136,030 | $6,970,239 | $56,897,424 | $13,636,275 | $28,872,946 | $9,788,301 | $18,885,956 | $6,941,979 | $9,231,958 | $4,010,708 | | Deduction for change in pension value in Summary Compensation Table | — | — | — | — | (15,287) | — | (66,692) | — | (36,833) | — | | Increase - “Service cost” and “Prior service cost” for pension benefits | — | — | — | — | — | — | — | — | — | — | | Deduction for amount reported under the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table | (16,306,281) | (2,785,146) | (45,435,003) | (9,087,001) | (15,666,463) | (3,916,616) | — | — | — | — | | Increase - year-end fair value of equity awards granted during year that remain unvested at year end | 13,718,620 | 2,282,185 | 46,726,109 | 9,345,222 | — | — | | | | | | Increase - vest-date fair value of equity awards granted during year that vested during year | 2,022,899 | 404,580 | | | 15,666,463 | 3,916,616 | | | | | | Increase/deduct - Change in fair value of all equity awards unvested at prior year end and at year end (year-end fair value minus prior-year-end fair value) | 4,648,323 | 630,381 | 10,536,256 | 2,107,251 | 37,842,380 | 9,463,138 | 5,844,028 | 1,466,494 | (1,508,820) | (1,504,894) | | Increase/deduct - Change in fair value of all equity awards unvested at prior year end that vested during year (vest date fair value minus prior-year-end fair value) | 3,563,008 | 712,602 | (673,626) | (135,523) | — | 10,502 | 1,180,337 | 301,108 | (3,803,170) | (964,704) | | Deduct - Fair value of equity awards unvested at prior year end but forfeited during year (deduct fair value at prior year end) | | — | — | — | — | — | (3,649,347) | (912,337) | | | | Increase - dividends paid on restricted stock and dividend equivalents accrued on unvested equity awards or prior to vesting during the year (not otherwise counted in Summary Compensation Table or year-end or vest-date fair value of equity awards) | 155,202 | 60,607 | — | — | — | — | | 1,604 | | 15,974 | | Total adjustments | $7,801,772 | $1,305,208 | $11,153,736 | $2,229,949 | $37,827,093 | $9,473,640 | $3,308,327 | $856,869 | $(9,829,449) | $(2,457,550) | | Total - “Compensation Actually Paid” | $33,937,802 | $8,275,448 | $68,051,160 | $15,866,224 | $66,700,039 | $19,261,941 | $22,194,283 | $7,798,848 | $(597,491) | $1,553,158 |

  183. Pay Versus Performance

    The fair value of equity awards is determined in a manner consistent with that disclosed in our consolidated financial statements included in our 2023 Annual Report on Form 10-K, and in footnotes (1) and (2) to the Summary Compensation Table on page 56. Awards of RSUs are valued based on the closing market price of our

  184. Pay Versus Performance

    | 2024 Proxy Statement | 63 |

  185. Pay Versus Performance

    Common Shares at each measurement date, subject to the following: (i) Performance-based RSUs based on TSR performance (with performance periods covering fiscal 2019 - 2022) were valued using a Monte Carlo valuation model at each measurement date; (ii) performance-based RSUs based on return on tangible equity (ROTE) or return on tangible deployable equity (ROTDE) performance were valued based on the probable outcome of the performance goal at each measurement date; (iii) awards subject to mandatory holding periods following vesting were valued at each measurement date with a discount based on the illiquidity of the vested shares subject to the holding period. Stock options were valued using the Black-Scholes valuation methodology. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation deemed to be “compensation actually paid” or CAP (as that term is used in Item 402(v)) and certain key metrics relating to our financial performance. For further information regarding how our executive compensation program is structured and how we align executive compensation with Jefferies’ performance, please see “Compensation Discussion and Analysis” above.

  186. Pay Versus Performance

    | Fiscal year | Summary compensation table total for CEO | Compensation actually paid to CEO | Average summary compensation table total for non-CEO named executive officers | Average compensation actually paid to non-CEO named executive officers | Value of initial fixed $100 investment from November 30, 2018 based on: | | Jefferies Net Earnings/Net Income (thousands) | Jefferies Return on Tangible Equity(1) | | | | | | | Jefferies total shareholder return | S&P 500 Financials Index total stockholder return | | | | 2023 | 26,136,030 | 33,937,802 | 6,970,239 | 8,275,448 | $211.93 | $148.14 | $263,072 | 3.7% | | 2022 | 56,897,424 | 68,051,160 | 13,636,275 | 15,866,224 | 209.65 | 146.91 | 777,168 | 10.3% | | 2021 | 28,872,946 | 66,700,039 | 9,788,301 | 19,261,941 | 200.28 | 150.61 | 1,677,403 | 24.5% | | 2020 | 18,885,956 | 22,194,283 | 6,941,979 | 7,798,848 | 117.98 | 108.44 | 769,605 | 11.7% | | 2019 | 9,231,958 | (597,491) | 4,010,708 | 1,553,158 | 104.90 | 114.16 | 959,593 | 5.9% |

  187. Pay Versus Performance

    (1) Return on Tangible Equity (“ROTE”) is a non-GAAP measure. For reconciliation to GAAP amounts, see Annex A of this Proxy Statement.

  188. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The following chart, covering the past five fiscal years, demonstrates the correlation between (a) the compensation actually paid to Jefferies CEO and to Jefferies’ Other NEOs and (b) ROTE, TSR and the total return of the S&P 500 Financials Index.

  189. Relationship Between Compensation Actually Paid and Performance Measures

    | (1) ROTE is a non-GAAP measure. For reconciliation to GAAP amounts, see Annex A of this Proxy Statement. |

  190. Relationship Between Compensation Actually Paid and Performance Measures

    The following chart, covering the past five fiscal years, demonstrates the correlation between the compensation actually paid to our CEO and our Other NEOs and our net earnings. The above charts show that, over the past five fiscal years, compensation actually paid to the CEO and Other NEOs was reasonably aligned with ROTE and TSR and with Net Earnings. For the CEO, a significant factor affecting compensation actually paid is year-over-year changes in value of equity awards and, with respect to PSUs and the potential for and achievement of above-target earning of PSUs (particularly reflected in fiscal 2021 and 2022 CAP). The CEO’s CAP in fiscal 2022 was also increased by the grant of a retention award with a five-year service period and additional three-year holding period. These factors affect the compensation actually paid for Other NEOs, but to a lesser extent, because the President’s compensation (part of the average for the Other NEOs) is structured in the same way as the CEO’s compensation. Notably, the SEC’s prescribed measure of compensation - CAP - was not used by the Compensation Committee in determining the structure and amount of executive compensation and, to our knowledge, prior to the SEC’s adoption of Item 402(v) had not been widely known or regarded as a useful measure of executive compensation. Significantly, Jefferies’ TSR was positive in each of the last five fiscal years. By comparison, the S&P500 Financials Index total return was negative in two of those years and, over the full five years Jefferies’ TSR significantly exceeded the total return of that index of financial services companies. Our performance in ROTE did not reach our targets in two of the five years, and compensation actually paid to our CEO and Other NEOs was correspondingly lower in those years.

  191. Relationship Between Compensation Actually Paid and Performance Measures

    | 2024 Proxy Statement | 65 |

  192. CEO Pay Ratio Information

    CEO Pay Ratio Information As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Richard Handler, our Chief Executive Officer. To identify the median of the annual total compensation of our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows. We determined that, as of November 30, 2023, our employee population (other than our CEO) consisted of approximately 7,684 individuals working for us and our consolidated subsidiaries, including all U.S. employees and non-U.S. employees and all full-time, part-time, seasonal and temporary workers. To identify the 2023 “median employee” from our employee population, we conducted an analysis of our entire employee population. Given the variety of the jobs filled by our employees across multiple industries, we use a variety of pay elements to compensate our employees. For example, some employees are paid an hourly wage while others are paid a fixed salary. In addition, many of our employees have historically received cash bonuses. Consequently, we used payroll data and selected all wages paid (including hourly, overtime and salary) and all bonuses paid as the most appropriate measure of compensation. We converted all foreign currency into U.S. dollars. We used all such compensation paid to our employees for the fiscal 2023 year: December 1, 2022 through November 30, 2023. In making these calculations, we annualized (through November 30, 2023), as permitted, the compensation of those permanent employees who were hired after December 1, 2022. In our analysis, we did not annualize or otherwise adjust compensation for temporary or seasonal workers and did not make any full-time adjustments for anyone. Additionally, we made no cost-of-living adjustments in our calculations. We calculated our median employee’s fiscal 2023 total compensation in accordance with the requirements of Item 402(c) (2)(x) of Regulation S-K, the same way we calculated the total compensation of our CEO as disclosed in our Summary Compensation Table. Using this methodology, we determined that our median employee’s fiscal 2023 total compensation was $151,524. Based on this information, we estimate that, for 2023, our CEO’s annual total compensation (which for these purposes, in line with SEC rules, also included the 2022 equity grants) was approximately 172 times that of the median of the annual total compensation of all other employees.

  193. CEO Pay Ratio Information

    | 66 | Jefferies Financial Group |

  194. CEO Pay Ratio Information

    | PROPOSAL 3 | | | | | Approval of Amendment to Jefferies’ Equity Compensation Plan | | | | | THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE EQUITY COMPENSATION PLAN |

  195. Shares Reserved for Equity Awards

    | Shares subject to outstanding equity awards | 12,951,818 | | Shares available for future awards if ECP amendment is approved | 14,937,074 | | Total shares | 27,888,892 | | Percentage of outstanding shares (fully diluted) | 11% |