DEF 14A of Jefferies Financial Group Inc., Feb 14, 2025

DEF 14A of Jefferies Financial Group Inc.

Filed Feb 14, 2025 · FY20240001140361-25-004809

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, 72 Lead Independent Director | 2014 | Coeur Mining Inc. BlackRock Institutional Trust Company Vitesse Energy, Inc. | | | | | | | Robert D. Beyer, 65 Independent | 2013 | None | | | | | | | Matrice Ellis Kirk, 63 Independent | 2021 | None | | | | | | | Brian P. Friedman, 69 President | 2013 | Vitesse Energy, Inc. | | | | | | | MaryAnne Gilmartin, 60 Independent | 2018 | None | | | | | | | Richard B. Handler, 63 Chief Executive Officer | 2013 | None | | | | | | | Thomas W. Jones, 75 Independent | 2022 | Assured Guaranty, Ltd. | | | | | | | Jacob M. Katz, 72 Independent | 2018 | None | | | | | | | Toru Nakashima, 61 SMFG Director President and Group Chief Executive Officer | 2024 | Sumitomo Mitsui Financial Group, Inc. | | | | | | | Michael T. O’Kane, 79 Independent | 2013 | None | | | | | | | Joseph S. Steinberg, 81 Chairman of the Board | 1978 | Crimson Wine Group Ltd., Vitesse Energy, Inc. | | | | | | | Melissa V. Weiler, 60 Independent | 2021 | Blue Owl Capital Corporation | | | | | |

  2. Notice of Annual Meeting of Shareholders

    Mr. Nakashima joined our Board on August 12, 2024. Ms. Weiler was appointed Co-Chair of the Compensation Committee, effective January 8, 2025.

  3. 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 | | Audit Matters | 67 | | Proposal 3 | | | Ratification of Independent Auditors | 67 | | Fees Paid to Our Independent Auditors | 67 | | Audit Committee Report | 68 | | Stock Ownership Information | 69 | | Ownership of Our Common Stock | 69 | | Additional Information | 71 | | Biographies of Other Executive Officers | 71 | | Forward-Looking Statements | 72 | | Important Information for Our Shareholders | 73 | | Annex A | 77 | | Reconciliations and Use of Non-GAAP Financial Measures and Additional Information | 77 |

  4. Board of Directors Skills and Experience

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  5. Board of Directors Skills and Experience

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

  6. 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. Consistent with agreements between Jefferies and SMBC, SMBC was entitled to identify one individual to be nominated for election as a new member to Jefferies’ Board of Directors upon crossing a 10% economic ownership threshold. SMBC identified Mr. Nakashima and the Nominating and Corporate Governance Committee reviewed Mr. Nakashima’s nomination and credentials. After review, the Committee recommended his candidacy to the full Board of Directors for its review and approval, and the Board unanimously gave that approval. 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 the Board 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, 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 Company’s strategies and goals.

  7. Board of Directors Skills and Experience

    | 2025 Proxy Statement | 9 |

  8. 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.

  9. Board of Directors Skills and Experience

    | 10 | Jefferies Financial Group |

  10. Board of Directors Skills and Experience

    Biographies of Directors

  11. 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 UK 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. |

  12. Board of Directors Skills and Experience

    | 2025 Proxy Statement | 11 |

  13. Board of Directors Skills and Experience

    | Robert D. Beyer Independent Director Director since 2013 Committees • Compensation (Co-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. |

  14. Board of Directors Skills and Experience

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  15. 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, an 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 executive 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. |

  16. Board of Directors Skills and Experience

    | 2025 Proxy Statement | 13 |

  17. 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 eleven 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 legacy 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 Jefferies Group and as President of Jefferies, approximately 71% of his direct compensation has consisted of non-cash, equity-related securities generally 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 7,183,843 shares, representing approximately 3.4% 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, 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. |

  18. Board of Directors Skills and Experience

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  19. 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 • Audit & Financial Expertise • 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 qualifies her for service on 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 member of the Executive Committee and 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 Phi Beta Kappa) and a Master of Public Administration, both from Fordham University. |

  20. Board of Directors Skills and Experience

    | 2025 Proxy Statement | 15 |

  21. 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 Going on his 25th year as Jefferies’ Chief Executive Officer, including of the predecessor company Jefferies Group and the period following its combination with Leucadia, 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 CEO 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 Jefferies Group and as CEO of Jefferies, approximately 68% of Mr. Handler’s direct compensation has consisted of non-cash, equity-related securities generally vesting over three to five years. 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 18,823,584 shares, representing approximately 8.6% 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 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. |

  22. Board of Directors Skills and Experience

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  23. 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 was Founder and Senior Partner of TWJ Capital, an investment firm, from 2005 until his retirement in December 2024. 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 held 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. |

  24. Board of Directors Skills and Experience

    | 2025 Proxy Statement | 17 |

  25. 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 UK 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. |

  26. Board of Directors Skills and Experience

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  27. Board of Directors Skills and Experience

    | Toru Nakashima SMFG DIRECTOR President and group ceo Director since 2024 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 Mr. Nakashima was appointed to Jefferies’ Board of Directors effective August 2024, pursuant to the April 2023 Exchange Agreement between Jefferies and Sumitomo Mitsui Banking Corporation (SMBC). The appointment of Mr. Nakashima further strengthens the Strategic Alliance between Jefferies and Sumitomo Mitsui Financial Group, Inc. (SMFG), SMBC, SMBC Nikko Securities Inc., and SMBC Nikko Securities America Inc., collectively, the SMBC Group, first announced in 2021 and then further expanded in 2023 and 2024. Mr. Nakashima’s leadership experience, significant background in the financial services industry, along with serving on the boards of directors of private and public companies, qualifies him for service on our Board. Professional Highlights Mr. Nakashima has served as the Director President and Group Chief Executive Officer of SMFG since December 2023 and is a member of its Management Committee. Mr. Nakashima simultaneously served as Deputy President and Executive Officer, Co-Head of Wholesale Business Unit at SMFG and Director and Deputy President, Head of Global Corporate Banking Division at SMBC, each since April 2023. In June 2019, Mr. Nakashima became a Director and Senior Managing Executive Officer, Group CFO and Group CSO of SMFG and Director and Senior Managing Executive Officer of SMBC. He has held various positions at SMFG and SMBC since 1986. Other Engagements Mr. Nakashima served as a director of SMBC Nikko Securities Inc. from 2019 to 2023, Sumitomo Mitsui Finance and Leasing Company, Limited from 2019 to 2023, densai.net Co., Ltd. from 2020 to 2021, SMBC Trust Bank Ltd. from 2022 to 2023, and Taiju Life Insurance Company Limited from 2022 to 2024. Education Mr. Nakashima graduated with a B.A. in Engineering from the University of Tokyo and a Master of Business Administration from the Amos Tuck School of Business, Dartmouth College where he was an Edward Tuck Scholar. |

  28. Board of Directors Skills and Experience

    | 2025 Proxy Statement | 19 |

  29. 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. |

  30. Board of Directors Skills and Experience

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  31. 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 Our Chairman, with 45 years of executive leadership experience and ownership of over 10% of Jefferies common stock, has the requisite managerial and investing experience necessary to continue as one of our senior executives. Beginning in 2008, Mr. Steinberg served as a director of the legacy Jefferies Group and continued after the merger with Leucadia National Corporation in 2013, until today. His extensive experience with our portfolio companies and investments and experience on boards of directors and committees of both public and private companies qualifies 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 at HRG Group from 2014 to 2018, HomeFed Corporation and Spectrum Brands Holdings, Inc. through 2019 and 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. |

  32. Board of Directors Skills and Experience

    | 2025 Proxy Statement | 21 |

  33. Board of Directors Skills and Experience

    | Melissa V. Weiler Independent Director Director since 2021 Committees • Audit • Compensation (Co-Chair) • 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 more than 35 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’s business development companies (BDCs): 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, Blue Owl Capital Corporation II, 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 six Blue Owl boards, as well as a member of the Compensation Committee for Blue Owl Capital Corporation. Ms. Weiler also served on the Board and was a member of the Compensation Committee of Blue Owl Capital Corporation III until its merger with Blue Owl Capital Corporation in January 2025. Ms. Weiler is a member of the Cedars-Sinai Board of Governors. Education Ms. Weiler holds a B.S. in Economics from the Wharton School at the University of Pennsylvania. |

  34. Board of Directors Skills and Experience

    | 22 | Jefferies Financial Group |

  35. Board of Directors Skills and Experience

    Board Skills & Experience and Demographic Matrix

  36. Board of Directors Skills and Experience

    | | Linda Adamany | Robert Beyer | Matrice Ellis Kirk | Brian Friedman | MaryAnne Gilmartin | Richard Handler | Thomas Jones | Jacob Katz | Toru Nakashima | Michael O’Kane | Joseph Steinberg | Melissa Weiler | | 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 | 11 | 12 | 4 | 12 | 6 | 12 | 3 | 6 | 1 | 12 | 46 | 4 | | Gender | | | | | | | | | | | | | | Male | | | | | | | | | | | | | | Female | | | | | | | | | | | | | | Age | | | | | | | | | | | | | | As of February 10, 2025 | 72 | 65 | 63 | 69 | 60 | 63 | 75 | 72 | 61 | 79 | 81 | 60 | | 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 | 1 | 0 | 2 | 1 |

  37. Board of Directors Skills and Experience

    | 2025 Proxy Statement | 23 |

  38. 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 four 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:

  39. 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 |

  40. 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.”

  41. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    FISCAL 2024 DIRECTOR COMPENSATION TABLE

  42. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Linda L. Adamany | 341,750 | 205,000 | 546,750 | | Robert D. Beyer | 155,000 | 205,000 | 360,000 | | Matrice Ellis Kirk | 125,000 | 205,000 | 330,000 | | MaryAnne Gilmartin | 135,000 | 205,000 | 340,000 | | Thomas W. Jones | 135,000 | 205,000 | 340,000 | | Jacob M. Katz | 331,750 | 205,000 | 536,750 | | Michael T. O’Kane | 125,000 | 205,000 | 330,000 | | Melissa V. Weiler | 125,000 | 205,000 | 330,000 |

  43. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (1) Directors who are also our employees do not receive director compensation from us. Mr. Nakashima, the SMBC appointee, also does not receive any director compensation from us. |

  44. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (2) Our annual non-employee director compensation for fiscal 2024 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 Independent Director, $30,000 to the Chair of the Compensation Committee, and $10,000 to the Chairs of our other committees. The above amounts for Ms. Adamany and Mr. Katz each include $166,750 for serving as directors of Jefferies International Limited. |

  45. FISCAL 2024 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 2024 Annual Meeting of Shareholders received a single equity award of 4,648 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, 2024, unvested equity awards subject to forfeiture were held by Mr. Beyer (17,589), Ms. Ellis Kirk (11,448), Ms. Gilmartin (11,025) and Ms. Weiler (11,448). |

  46. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | 36 | Jefferies Financial Group |

  47. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    Equity Compensation Plan Information The following table summarizes information regarding our shares under our equity compensation plans as of November 30, 2024.

  48. FISCAL 2024 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 | 19,445,305(1) | 5.91(2) | 15,361,315(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 19,445,305(1) | 5.91(2) | 15,361,315(3) |

  49. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (1) Includes shares to be issued upon settlement of 14,380,565 Restricted Stock Units (RSUs) and shares issuable upon exercise of 5,064,740 options under our 2003 Incentive Compensation Plan and Equity Compensation Plan. Of these awards, 5,161,960 RSUs require the achievement of performance goals and/or future service for vesting, and 9,218,605 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, 2024 are included based on shares issuable for targeted performance; under these awards, 119,962 additional RSUs would be issued if specified above-target performance levels are fully achieved by performance and service. |

  50. FISCAL 2024 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. |

  51. FISCAL 2024 DIRECTOR COMPENSATION TABLE

    | (3) Includes 764,383 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. 14,596,932 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. |

  52. Compensation Philosophy and Overriding Principles

    | • Providing competitive levels of pay in order to attract and retain talented executives and leaders | | • Encouraging long-term service and loyalty | | • Aligning executives’ interests with the creation of long-term value for our shareholders | | • Designing each element of pay to incentivize actions that we believe will promote sustained economic value over time |

  53. 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 2024 compensation program for our senior executives are shown below.

  54. 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. The annual cash bonus constitutes approximately 40% of target incentive compensation. | | Long-term Incentive | Equity-based compensation is designed to retain our CEO and President, reward contributions and performance over the longer-term and further align their interests with shareholders’ interests. Equity awards constitute 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 depends on Jefferies’ stock price at that time, incentivizing actions that will increase shareholder value over the longer-term. |

  55. 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.

  56. Performance Measures

    | 42 | Jefferies Financial Group |

  57. Performance Measures

    These tables summarize the process described above:

  58. Performance Measures

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

  59. Performance Measures

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

  60. 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 |

  61. 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 |

  62. 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 2023 in relation to our 2023 fiscal year. The Compensation Committee granted RSUs and PSUs to both of our CEO and President in December 2024 after consideration of their 2024 performance that is described in this proxy statement, and those amounts will be included in the Summary Compensation Table in our 2026 Proxy Statement.

  63. 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 |

  64. Our 2024 Fiscal Year Compensation Results

    | | | Annual Compensation by Performance Year | | | | | Executive | Performance Year | Incentive Compensation | | | Total Incentive Comp. ($) | | | | Cash ($) | RSUs ($) | PSUs ($) | | | Richard B. Handler CEO | 2024 | 12,000,000 | 9,000,000 | 9,000,000 | 30,000,000 | | | 2023 | 8,400,000 | 6,000,000 | 4,500,000 | 18,900,000 | | | 2022 | 10,000,000 | 7,500,000 | 7,500,000 | 25,000,000 | | Brian P. Friedman President | 2024 | 12,000,000 | 9,000,000 | 9,000,000 | 30,000,000 | | | 2023 | 8,000,000 | 5,714,000 | 4,286,000 | 18,000,000 | | | 2022 | 10,000,000 | 6,250,000 | 6,250,000 | 22,500,000 |

  65. Our 2024 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 2025, but based in part on fiscal 2024 performance, is shown as fiscal 2024 compensation. In the table above, the equity awards (RSUs and PSUs) granted in fiscal 2025, but based on fiscal 2024 performance, are shown as fiscal 2024 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 2024, but based in part on fiscal 2023 performance, are shown in the SCT as fiscal 2024 compensation. |

  66. Role of the Compensation Committee

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

  67. Role of the Compensation Committee

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

  68. Role of the Compensation Committee

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

  69. 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 were updates to our peer group. The Compensation Committee has determined that no conflict of interest exists with Pearl Meyer, having assessed the following factors in its evaluation:

  70. Role of the Compensation Consultant

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

  71. Role of the Compensation Consultant

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

  72. Role of the Compensation Consultant

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

  73. 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; |

  74. Role of the Compensation Consultant

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

  75. 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. |

  76. 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.

  77. Peer Group Benchmarking

    Peer Group Benchmarking We amended our peer group by removing Alliance Bernstein, Apollo, and Blackstone, and adding Bank of America and Raymond James. The main driver for our peer group changes was a cultivation of a list of companies that better match our own business characteristics. When selecting a peer group, we selected companies that represent those businesses with which we compete for talent, that compete in similar lines of business, and that are reasonably comparable for purposes of measuring relative performance. As of our and the amended peer group companies’ most recent reported fiscal year-ends, we ranked #1, #1, and #2 in 1-year, 3-year, and 5-year relative TSR, against a peer group in which we are around the median-sized company.

  78. Peer Group Benchmarking

    | • | 100th percentile in 1-year relative TSR |

  79. Peer Group Benchmarking

    | • | 100th percentile in 3-year relative TSR |

  80. Peer Group Benchmarking

    | • | 92nd percentile in 5-year relative TSR |

  81. Peer Group Benchmarking

    | • | 48th percentile in revenue |

  82. Peer Group Benchmarking

    | • | 51st percentile in assets |

  83. Peer Group Benchmarking

    | • | 42nd percentile in market capitalization |

  84. Peer Group Benchmarking

    | 2025 Proxy Statement | 45 |

  85. 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.

  86. Peer Group Benchmarking

    | Peer Name | Competition for Clients and Market Share | Human Capital-Based Companies and Competitors for Talent | Location | Executive Player/Coaches | | Bank of America Corporation | • | • | • | • | | BlackRock, Inc. | | • | • | | | Evercore Inc. | • | • | • | • | | KKR & Co. Inc. | | • | • | • | | Lazard Inc. | • | • | • | | | Moelis & Company | • | • | • | • | | Morgan Stanley | • | • | • | | | PJT Partners Inc. | • | • | • | • | | Raymond James Financial, Inc. | • | • | | | | Stifel Financial Corp. | • | • | | • | | The Carlyle Group Inc. | | • | • | | | The Goldman Sachs Group, Inc. | • | • | • | • |

  87. Peer Group Benchmarking

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

  88. Peer Group Benchmarking

    | Company Name | Revenue(1) ($MM) | Assets(1) ($MM) | Market Cap(2) ($MM) | Total Shareholder Return(2) | | | | | | | | One Year (%) | Three Year (%) | Five Year (%) | | Bank of America Corporation | 96,066 | 3,261,789 | 364,539 | 58.9% | 4.9% | 10.1% | | BlackRock, Inc. | 20,407 | 123,211(a) | 158,410 | 39.6% | 7.0% | 18.6% | | The Carlyle Group Inc. | 4,740 | 23,104 | 19,039 | 60.2% | 2.8% | 16.1% | | Evercore Inc. | 2,980 | 3,703 | 11,721 | 111.6% | 33.3% | 34.9% | | The Goldman Sachs Group, Inc. | 52,164 | 1,671,000 | 200,351 | 81.6% | 20.1% | 25.3% | | Jefferies Financial Group Inc. | 7,035 | 64,360 | 16,263 | 128.9% | 34.3% | 35.9% | | Rank | 7 of 13 | 7 of 13 | 8 of 13 | 1 of 13 | 1 of 13 | 2 of 13 | | Percentile | 48% | 51% | 42% | 100% | 100% | 92% | | KKR & Co. Inc. | 26,575 | 317,294 | 144,666 | 116.1% | 31.1% | 42.3% | | Lazard, Inc. | 3,052 | 4,794 | 5,254 | 102.7% | 17.0% | 14.3% | | Moelis & Company | 1,195 | 1,180 | 5,434 | 69.0% | 13.5% | 27.5% | | Morgan Stanley | 61,497 | 1,193,693(a) | 212,028 | 71.9% | 15.7% | 25.6% | | PJT Partners Inc. | 1,493 | 1,435 | 3,967 | 87.6% | 31.6% | 33.6% | | Raymond James Financial, Inc. | 12,797 | 82,992 | 34,541 | 63.4% | 21.7% | 25.1% | | Stifel Financial Corp. | 4,970 | 37,727 | 11,852 | 92.7% | 20.0% | 24.6% |

  89. Peer Group Benchmarking

    Source: S&P CapIQ

  90. Peer Group Benchmarking

    | (1) Revenue and Assets reflect the most recent fiscal year disclosure from S&P Capital IQ as of February 13, 2025. |

  91. 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, 2024 and are calculated using S&P Capital IQ’s methodology. |

  92. Peer Group Benchmarking

    | 46 | Jefferies Financial Group |

  93. Peer Group Benchmarking

    Components of Executive Compensation

  94. CEO and President Incentive Compensation Plan

    Our other NEOs’ incentive compensation consists 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 and each executives’ performance are remarkable, the cash bonus can be increased but is capped at 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, if awarded, have a three-year cliff vesting period. The total number of RSUs granted to each executive is determined after the completion of the compensation year, but the shares underlying those awards will not be received until after the end of the three-year vesting period, assuming no forfeiture occurs, plus an additional three-year holding period for at least 75% of after-tax shares. If over those periods 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.

  95. CEO and President Incentive Compensation Plan

    Performance Stock Units – PSUs, if awarded, have a three-year performance period. In order for the executive to earn PSUs, he has to meet three-year annual ROTE performance goals.

  96. CEO and President Incentive Compensation Plan

    | • | The performance metric for PSUs 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. |

  97. CEO and President Incentive Compensation Plan

    | 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 |

  98. Performance Measures Considered

    Performance Measures Considered As noted above, performance remained the key driver of our compensation plan in 2024. Jefferies’ 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 executives’ performance against the industry, peers and our prior results, and assesses it 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. 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.

  99. 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 | |

  100. 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 | |

  101. Performance Measures Considered

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

  102. Performance Measures Considered

    | 48 | Jefferies Financial Group |

  103. Performance Measures Considered

    | FINANCIAL PERFORMANCE – Weighted 65% | | | Fiscal year 2024 was an incredible year as financial performance exceeded expectations and as the Company generated 2024 net revenues of $7.03 billion, pre-tax earnings from continuing operations of $1.01 billion and diluted earnings per share from continuing operations of $2.96, reflecting year-on-year increases of, respectively, 50%, 184% and 169%. In addition, Jefferies drove its ROTE from last year’s 3.9% to this year’s 10.9%.(3) And perhaps most gratifying and impressive of all, our 128.9% Total Shareholder Return not only far more than doubled the value of our shareholders’ Jefferies holdings, but also drove our relative ranking to #1, #1 and #2, respectively, in 1-year, 3-year and 5-year Relative Total Shareholder Return among our proxy peers. | | | | 2024 | | JFG TSR – 1 Year | 128.9% | | JFG Relative TSR Rank – 1 Year | 1 of 13 | | JFG Relative TSR Percentile – 1 Year | 100% | | JFG TSR – 3 Year | 34.3% | | JFG Relative TSR Rank – 3 Year | 1 of 13 | | JFG Relative TSR Percentile – 3 Year | 100% | | JFG TSR – 5 Year | 35.9% | | JFG Relative TSR Rank – 5 Year | 2 of 13 | | JFG Relative TSR Percentile – 5 Year | 92% | | ROTE(4) | 10.9% | | Net Revenue (‘000) | $7,034,803 | | Pre-Tax Earnings (‘000) | $1,005,546 | | Diluted EPS | $2.96 |

  104. Performance Measures Considered

    | CAPITAL ALLOCATION – Weighted 10% | | Our executives’ Capital Allocation initiatives proved to be highly successful in fiscal year 2024, going beyond our expectations: Faced with general corporate needs, including potential settlement disruption with the advent of the T+1 settlement cycle in the equity markets, as well as increased trading volume as Jefferies grew its market share, our executives elected to raise €1.25 billion and $1.5 billion in debt capital to maintain comfortable day-to-day liquidity. Continuing the Human Capital investments made by the Company in fiscal year 2024, our executives made additional strategic investments not only in Investment Banking but also across the Company, including on the Corporate side, to further grow our revenue and to expand the strong support for our business-side operations. Continuing to work closely with our Strategic Alliance partner, SMBC Group, the Company both expanded the revenue opportunities presented by that Alliance and welcomed Toru Nakashima, the Director President and Group Chief Executive Officer of Sumitomo Mitsui Financial Group, Inc., to the Jefferies Board of Directors as the SMBC Group expanded its financial interest in Jefferies Financial Group to approximately 14.5% on a fully diluted, as-converted basis. We increased our dividend payout from $1.20 per share annually to $1.60 annually, a 33.3% increase. And, to repeat extremely good news, our executives’ efforts resulted in far more than doubling the value of each Jefferies share held by you, our fellow shareholders. |

  105. Performance Measures Considered

    | 3 | ROTE is a non-GAAP measure. For reconciliation to GAAP amounts, see Annex A of this Proxy Statement. |

  106. Performance Measures Considered

    | 4 | ROTE is a non-GAAP measure. For reconciliation to GAAP amounts, see Annex A of this Proxy Statement. |

  107. Performance Measures Considered

    | 2025 Proxy Statement | 49 |

  108. Performance Measures Considered

    | BUSINESS STRENGTH – Weighted 10% | | As was the case with the first two performance pillars, our executives exceeded our expectations under this Business Strength pillar. When it comes to market share, Jefferies outpaced its peers:(5) | | Ranked 5th in global M&A (excluding China), up from #7 last year and #8 six years ago. Ranked 6th in global equity capital markets (excluding China). Ranked 6th globally across M&A, equity capital markets and leveraged finance, up from #8 last year, #9 in 2018–19, and #10 in 2017. Ranked 3rd in global financial sponsor M&A. | | Likewise, as it pertains to client engagement, our CEO and President have each traveled the globe to a large number of our 47 offices throughout the world to work closely with our longstanding employee-partners and the scores of great professionals we hired over the past couple of years in meetings and strategy sessions with clients. In addition, they have worked closely with our Strategic Alliance partners at SMBC Group to cultivate that relationship and to help grow the scope of our business and the size and quality of our deal flow. As a result, we have been involved in several marquee transactions including among others: $26 billion merger of Diamondback Energy and Endeavour Energy $18 billion sale of SRS Distribution to The Home Depot $5 billion sale of Darktrace to Thoma Bravo $2 billion follow-on equity offering for Vodafone Idea $3 billion sell-down of the Government of Italy's interests in ENI and Monte Paschi di Siena $1 billion equity raise for rescue financing of New York Community Bank |

  109. Performance Measures Considered

    | LEADERSHIP, CULTURE AND VALUES – Weighted 15% | | Closing out our four performance pillars – although no quantitative metrics can measure this pillar – the Compensation Committee looks upon Leadership, Culture and Values as perhaps the most important because it drives Jefferies’ performance. And this year our executives excelled, as indicated below: Continuing to lead by example as two of the longest-standing executive leaders, they are still energized to come into work every day and do their best to make Jefferies a stronger, more successful firm with the highest levels of integrity and teamwork. Building out intelligent succession plans in Investment Banking, Fixed Income, Equities and Asset Management. Continuing to share their perspectives with inspiring messages to Jefferies and its clients on topics such as: • Career Growth and Empathy • Jefferies’ Culture • Jefferies’ Global Growth • Strengthening Jefferies’ Financial Foundation • The Importance of Jefferies’ Interns • Why Clients Should Access the IPO Market • How to Excel in the Current Interest Rate Environment • Gratitude to Employee Partners, Clients, and Stakeholders • Outlook on the Future Remaining available to all employees both for the important business of helping them effect deals and for the equally important business of helping them make Jefferies their preferred employer and the place they can call “home.” |

  110. Performance Measures Considered

    | 5 | For source data underlying these statistics, see Annex A of this Proxy Statement. |

  111. Performance Measures Considered

    | 50 | Jefferies Financial Group |

  112. Performance Measures Considered

    Compensation Decisions

  113. CEO

    | Cash Bonus of $12 million | | PSUs valued at $9 million | | RSUs valued at $9 million |

  114. Severance

    Severance Messrs. Handler, Friedman, Sharp, and Larson 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. 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).

  115. No Employment Agreements

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

  116. No Change-in-Control Agreements

    No Change-in-Control Agreements We do not have any single-trigger 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.

  117. Summary Compensation Table — Fiscal 2024

    Summary Compensation Table — Fiscal 2024

  118. Summary Compensation Table — Fiscal 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | | Stock Awards(1) ($) | Option Awards(1) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation(2) ($) | Total ($) | | Richard B. Handler Chief Executive Officer | 2024 | 1,000,000 | 12,000,000 | Fiscal 2023 Equity Grant: | 9,356,074 | — | 34,996 | 231,178(3) | 22,622,248 | | | 2023 | 1,000,000 | 8,400,000 | Fiscal 2022 Equity Grant: | 14,283,382 | — | — | 429,749 | 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 | — | — | 462,421 | 56,897,424 | | | | | Five-Year Leadership Continuity Grant: | | 25,002,191 | | | | | | Brian P. Friedman President | 2024 | 1,000,000 | 12,000,000 | Fiscal 2023 Equity Grant: | 8,910,464 | — | — | 442,085(4) | 22,352,549 | | | 2023 | 1,000,000 | 8,000,000 | Fiscal 2022 Equity Grant: | 11,902,830 | — | — | 436,824 | 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 | — | — | 421,333 | 56,856,336 | | | | | Five-Year Leadership Continuity Grant: | | 25,002,191 | | | | | | Joseph S. Steinberg Chairman of the Board | 2024 | 810,693 | — | | — | — | — | 499,644(5) | 1,310,337 | | | 2023 | 810,693 | — | | — | — | — | 497,355 | 1,308,048 | | | 2022 | 810,693 | — | | — | — | — | 499,024 | 1,309,717 | | Michael J. Sharp Executive Vice President and General Counsel | 2024 | 1,000,000 | 4,750,000 | | — | — | | 5,750 | 5,755,750 | | | 2023 | 1,000,000 | 4,000,000 | | — | — | — | 5,625 | 5,005,625 | | | 2022 | 1,000,000 | 4,000,000 | | — | — | — | 5,125 | 5,005,125 | | Matthew S. Larson Executive Vice President and Chief Financial Officer | 2024 | 1,000,000 | 2,500,000 | | — | — | | 5,784 | 3,505,784 | | | 2023 | 1,000,000 | 2,000,000 | | — | — | — | 5,581 | 3,005,581 | | | 2022 | 1,000,000 | 2,000,000 | | — | — | — | 5,072 | 3,005,072 |

  119. Summary Compensation Table — Fiscal 2024

    | (1) The values of the awards of stock, stock options and stock appreciation rights 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 2024 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, 2024. The grant-date fair value of stock awards in fiscal 2024 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 2024 is based on the probable level of achievement of the performance goal which is based on return on tangible equity over a three-year performance period. The grant date fair value of the PSUs granted in fiscal 2024 at the maximum payout level was, for Mr. Handler, $6,453,079 and, for Mr. Friedman, $6,146,153. |

  120. Summary Compensation Table — Fiscal 2024

    | (2) 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. 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, navigation parking and landing fees, repairs, maintenance, personal supplies and meals and flight crew meals and lodging. |

  121. Summary Compensation Table — Fiscal 2024

    Incremental costs do not include depreciation, hangar 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 2024, 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 $9.0 million. 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.

  122. Summary Compensation Table — Fiscal 2024

    | (3) Includes $130,485 in incremental costs for personal use of our aircraft, $94,743 in personal use of a car and drivers, and $5,750 in contributions to the Profit Sharing Plan (PSP). |

  123. Summary Compensation Table — Fiscal 2024

    | (4) Includes $350,000 in incremental costs for personal use of our aircraft, $86,335 in personal use of a car and driver, and $5,750 in contributions to the PSP. |

  124. Summary Compensation Table — Fiscal 2024

    | (5) Includes $350,000 in incremental costs for personal use of our aircraft, $97,820 in personal use of a car and drivers, $43,237 in deferred compensation plan contributions, and $8,587 in contributions to a Savings and Retirement Plan. |

  125. Summary Compensation Table — Fiscal 2024

    | 56 | Jefferies Financial Group |

  126. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024

  127. Grants of Plan-Based Awards in Fiscal 2024

    | | | 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 | 12/13/2023(1) | 89,976 | 119,968 | 179,952 | — | 3,620,016 | | | 12/13/2023 | — | — | — | 159,957 | 5,736,058 | | Brian P. Friedman | 12/13/2023(1) | 85,697 | 114,262 | 171,393 | — | 3,447,838 | | | 12/13/2023 | — | — | — | 152,332 | 5,462,626 | | Joseph S. Steinberg | — | — | — | — | — | — | | Michael J. Sharp | — | — | — | — | — | — | | Matthew S. Larson | — | — | — | — | — | — |

  128. Grants of Plan-Based Awards in Fiscal 2024

    | (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. |

  129. Grants of Plan-Based Awards in Fiscal 2024

    | (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 2023 - 25. Please refer to our CD&A for additional information. |

  130. Grants of Plan-Based Awards in Fiscal 2024

    | (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 2023 - 25. Please refer to our CD&A for additional information. |

  131. Grants of Plan-Based Awards in Fiscal 2024

    | (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 2023 - 25. Please refer to our CD&A for additional information. |

  132. Grants of Plan-Based Awards in Fiscal 2024

    | (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, at the grant date, were deemed probable to be earned through performance over the three-year performance period. See also footnote 1 to the Summary Compensation Table. |

  133. Grants of Plan-Based Awards in Fiscal 2024

    | 2025 Proxy Statement | 57 |

  134. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  135. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Shares underlying award: Jefferies (JEF) or Vitesse (VTS) | Number of securities underlying unexercised options exercisable (#) | 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) | | Richard B. Handler | JEF | 2,532,370(3) | | 22.69 | 12/5/2030 | JEF | 163,846(4) | $12,966,756 | 122,885(4) | $9,725,087 | | | | | | | | JEF | 418,370(5) | 33,109,798 | | | | | | | | | | JEF | 616,719(6) | 48,807,140 | | | | | | | | | | JEF | 1,002,057(7) | 79,302,793 | | | | | VTS | 228,933(3) | | 8.97 | 12/5/2030 | VTS | 46,420(5) | $1,303,468 | | | | | | | | | | VTS | 57,364(6) | 1,610,771 | | | | Brian P. Friedman | JEF | 2,532,370(3) | | 22.69 | 12/5/2030 | JEF | 156,035(4) | $12,348,643 | 117,040(4) | $9,262,536 | | | | | | | | JEF | 348,642(5) | 27,591,524 | | | | | | | | | | JEF | 616,719(6) | 48,807,140 | | | | | | | | | | JEF | 957,500(7) | 75,776,539 | | | | | VTS | 228,933(3) | | 8.97 | 12/5/2030 | VTS | 38,683(5) | $1,086,224 | | | | | | | | | | VTS | 57,364(6) | 1,610,771 | | | | | | | | | | VTS | 106,238(7) | 2,983,174 | | | | Joseph S. Steinberg | | — | — | — | | — | — | — | — | — | | Michael J. Sharp | | — | — | — | | — | — | — | — | — | | Matthew S. Larson | | — | — | — | | — | — | — | — | — |

  136. Outstanding Equity Awards at Fiscal Year-End 2024

    | (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, 2024. 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 2023-2025 performance period. ROTE performance achieved in fiscal 2023 - 2024, projected at the same level for the remainder of the performance period, would be below target. |

  137. Outstanding Equity Awards at Fiscal Year-End 2024

    | (2) Market value is based on closing prices on the NYSE on November 30, 2024: Jefferies Common Shares (JEF), $79.14 per share; and Vitesse Common Stock (VTS), $28.08 per share. Market value does not include cash dividend equivalents (accrued only on VTS awards). |

  138. Outstanding Equity Awards at Fiscal Year-End 2024

    | (3) 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. The dividend amounts paid by Vitesse on the number of shares underlying the related Vitesse options are also credited by Jefferies 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 share units will be settled June 6, 2030. |

  139. Outstanding Equity Awards at Fiscal Year-End 2024

    | (4) These awards are subject to service-based vesting through December 13, 2026. |

  140. Outstanding Equity Awards at Fiscal Year-End 2024

    | (5) These awards are subject to service-based vesting through December 16, 2025. Of the reported number of share units for Mr. Handler, 190,809 (JEF) and 21,171 (VTS) represent PSUs and associated DEUs earned by Jefferies performance in fiscal 2022-2024. Of the reported number of share units for Mr. Friedman, 159,008 (JEF) and 17,643 (VTS) represent PSUs and associated DEUs earned by Jefferies performance in fiscal 2022-2024. |

  141. Outstanding Equity Awards at Fiscal Year-End 2024

    | (6) These awards were subject to service-based vesting through December 16, 2024. Of the reported number of share units, 358,217 (JEF) and 28,682 (VTS) represent PSUs and associated DEUs earned by Jefferies performance in fiscal 2021-2023. |

  142. Outstanding Equity Awards at Fiscal Year-End 2024

    | (7) These awards are subject to service-based vesting through December 16, 2026. |

  143. Outstanding Equity Awards at Fiscal Year-End 2024

    | 58 | Jefferies Financial Group |

  144. Pension Benefits in 2024

    Pension Benefits in 2024

  145. Pension Benefits in 2024

    | 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) | $336,317 | $0 | | | Employees’ Pension Plan | | | |

  146. Pension Benefits in 2024

    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 5.45% 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 4.9% 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. 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 2024

    Non-Qualified Deferred Compensation in Fiscal 2024 The following table provides information on amounts that the NEOs are entitled to receive under our non-qualified deferred compensation arrangements, including deferrals of vested RSUs 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 predecessor entity Jefferies Group in 2001.

  148. Non-Qualified Deferred Compensation in Fiscal 2024

    | 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 | — | — | 406,101,440(5) | — | 731,162,754(6) | | Brian P. Friedman | — | — | 9,025,913(7) | — | 13,628,614(8) | | Joseph S. Steinberg | — | 43,237 | 257,370 | — | 1,373,768 |

  149. Non-Qualified Deferred Compensation in Fiscal 2024

    | (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 2024

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

  151. Non-Qualified Deferred Compensation in Fiscal 2024

    | 2025 Proxy Statement | 59 |

  152. Non-Qualified Deferred Compensation in Fiscal 2024

    | (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 under vested and non-forfeitable equity awards 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. |

  153. Non-Qualified Deferred Compensation in Fiscal 2024

    | (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. |

  154. Non-Qualified Deferred Compensation in Fiscal 2024

    | (5) Includes $394,198,941 in increased value of vested RSUs and deferred shares and related dividend equivalents and $11,902,498 of 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 and related dividend equivalents 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. |

  155. Non-Qualified Deferred Compensation in Fiscal 2024

    | (6) Includes $704,550,968 in value of vested RSUs and deferred shares and related dividend equivalents and $26,611,785 in value in the self-directed deferred compensation account (excluding Jefferies deferred shares). For Mr. Handler, deferrals prior to 2013 and earnings on those deferrals constituted 98% of the value of his deferred compensation at November 30, 2024. 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 then − Jefferies Group. The last deferral into Mr. Handler’s self-directed deferred compensation account was in 2000. |

  156. Non-Qualified Deferred Compensation in Fiscal 2024

    | (7) Represents the value of vested RSUs and related dividend equivalents 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 related dividend equivalents held at the beginning of the year or, if contributed during the year, less the value at the time of such contribution. |

  157. Non-Qualified Deferred Compensation in Fiscal 2024

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

  158. Non-Qualified Deferred Compensation in Fiscal 2024

    | 60 | Jefferies Financial Group |

  159. Non-Qualified Deferred Compensation in Fiscal 2024

    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, 2024. Voluntary resignation or termination for cause would not result in any enhancement in compensation.

  160. 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 NEO serving at our fiscal year end would have been entitled if the executive’s employment had been terminated on November 30, 2024. It bears noting that the payments outlined below are the sum of the compensation earned by our executives that has not yet vested. For purposes of valuing these amounts, we took into account the following considerations:

  161. Summary of Payments upon Termination or Change in Control

    | • | Equity awards that immediately vest upon death or disability are valued at $79.14 per Jefferies share and $28.08 per Vitesse share, the closing price of those shares on the last trading day of fiscal 2024. |

  162. 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.” |

  163. 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 fully vested non-forfeitable. |

  164. 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. |

  165. 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, 2024 termination date, subject to any applicable six-month delay required under Section 409A of the Internal Revenue Code. |

  166. 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 | 185,713,127(2) | — | 185,713,127(2) | — | 184,713,127(4) | | Brian P. Friedman | 178,529,954(3) | — | 178,529,954(3) | — | 177,557,789(4) | | Joseph S. Steinberg | 1,621,386(5) | — | 1,621,386(5) | — | — | | Michael J. Sharp | 592,973(6) | — | 592,973(6) | — | | | Matthew S. Larson | 177,846(6) | — | 177,846(6) | — | — |

  167. 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 2024 table. |

  168. 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 and related cash dividend equivalents) 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. |

  169. Summary of Payments upon Termination or Change in Control

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  170. Summary of Payments upon Termination or Change in Control

    | (3) Includes $972,165 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 and related cash dividend equivalents) 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. |

  171. 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 and related cash dividend equivalents) that would have vested automatically upon death or disability. |

  172. Summary of Payments upon Termination or Change in Control

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

  173. Summary of Payments upon Termination or Change in Control

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

  174. Summary of Payments upon Termination or Change in Control

    | 62 | Jefferies Financial Group |

  175. Pay Versus Performance

    Pay Versus Performance For all fiscal years from 2020 - 2024, the Principal Executive Officer (“CEO”) was Richard B. Handler and “Other NEOs” included Brian P. Friedman, Joseph S. Steinberg, and Michael J. Sharp. In fiscal 2020 - 2023, Other NEOs included Theresa S. Gendron, and in fiscal 2022 - 2024, other NEOs included Matthew S. Larson. The Summary Compensation Table totals reported for our CEO for fiscal 2020 - 2024 and those amounts for the Other NEOs reflected in the table on page 56 were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:

  176. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | 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 | 22,622,248 | 8,231,106 | 26,136,030 | 6,970,239 | 56,897,424 | 13,636,275 | 28,872,946 | 9,788,301 | 18,885,956 | 6,941,979 | | Deduction for change in pension value in Summary Compensation Table | (34,996) | — | — | — | — | — | (15,287) | — | (66,692) | — | | 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 | (9,356,074) | (2,227,616) | (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 | 19,804,002 | 4,715,188 | 14,727,354 | 2,454,561 | 47,972,375 | 9,594,477 | — | — | — | — | | 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) | 84,426,796 | 16,015,602 | 3,750,055 | 918,577 | 10,536,256 | 2,107,251 | 37,842,380 | 9,463,138 | 5,844,028 | 1,466,494 | | 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 | 712,594 | (1,242,547) | (248,509) | — | 10,502 | 1,180,337 | 301,108 | | 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 during the year (not otherwise counted in Summary Compensation Table or year-end or vest-date fair value of equity awards) | 212,756 | 103,671 | 155,202 | 60,607 | — | — | — | — | — | 1,604 | | Total adjustments | $95,052,485 | $18,606,846 | $7,912,237 | $1,765,773 | $11,831,081 | $2,366,219 | $37,827,093 | $9,473,640 | $3,308,327 | $856,869 | | Total - "Compensation Actually Paid" | $117,674,733 | $26,837,951 | $34,048,267 | $8,736,012 | $68,728,505 | $16,002,494 | $66,700,039 | $19,261,941 | $22,194,283 | $7,798,848 |

  177. Pay Versus Performance

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  178. 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 2024 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 Common Shares at each measurement date, subject to the following: (i) Performance-based RSUs based on TSR performance (with performance periods covering fiscal 2020 - 2022) were valued using a Monte Carlo valuation model at each measurement date; (ii) performance-based RSUs based on ROTE or return on tangible deployable equity (ROTDE) performance were valued based on the probable outcome of the performance goal at each measurement date; and (iii) awards subject to mandatory holding periods following vesting were valued at each measurement date with a discount based on the illiquidity of the shares that, when vested, would be 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 the “Compensation Discussion and Analysis” section above.

  179. 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, 2019 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 | | | | 2024 | $22,622,248 | $117,674,733 | $8,231,106 | $26,837,951 | $462.34 | $188.83 | $669,273 | 10.9% | | 2023 | 26,136,030 | 34,048,267 | 6,970,239 | 8,736,012 | 202.03 | 129.77 | 263,072 | 3.9% | | 2022 | 56,897,424 | 68,728,505 | 13,636,275 | 16,002,494 | 199.86 | 128.69 | 777,168 | 10.3% | | 2021 | 28,872,946 | 66,700,039 | 9,788,301 | 19,261,941 | 190.92 | 131.93 | 1,677,403 | 24.5% | | 2020 | 18,885,956 | 22,194,283 | 6,941,979 | 7,798,848 | 112.47 | 94.99 | 769,605 | 11.7% |

  180. 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. |

  181. 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 our CEO and our Other NEOs and (b) ROTE, TSR and the total return of the S&P 500 Financials Index.

  182. 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. |

  183. 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 strongly aligned with TSR and reasonably aligned with ROTE and Net Earnings as well. Under the SEC's “compensation actually paid” metric, as applied to Jefferies, the most significant factor has been TSR, which incorporates both year-over-year changes in value of equity awards and the compounding effect of crediting dividend equivalents which are converted into additional share units. Our fiscal 2024 results illustrate this, in that stock price increased by 123%, fueling a one-year TSR of 129%, which was the principal factor in increasing year-over-year compensation actually paid by 246% and 207% for the CEO and Other NEOs, respectively. The CEO’s CAP in fiscal 2022 was also increased by the

  184. Relationship Between Compensation Actually Paid and Performance Measures

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  185. Relationship Between Compensation Actually Paid and Performance Measures

    grant of a retention award with a five-year service period and additional three-year holding period. These factors also 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. Jefferies' ROTE and Net Earnings also are aligned with compensation, but the dramatic and sustained increases in TSR have overshadowed those factors in the SEC's compensation actually paid calculations. In years with comparatively stronger Net Earnings and three-year ROTE above our target of 10%, PSUs have been earned at above-target levels. This was the case for PSUs granted to the CEO and President with a performance period of fiscal 2021 - 2023. However, the three-year ROTE in the fiscal 2022 - 2024 performance period fell short of the target, so that the PSUs tied to that performance period were earned at a level below target. In fiscal 2023, when year-over-year TSR growth was positive but not dramatic (in comparison with 2021 and 2024), compensation actually paid declined in alignment with the lower levels of ROTE and Net Earnings in that year. 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&P 500 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.

  186. 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, 2024, our employee population (other than our CEO) consisted of approximately 7,822 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 2024 “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 2024 year: December 1, 2023 through November 30, 2024. In making these calculations, we annualized (through November 30, 2024), as permitted, the compensation of those permanent employees who were hired after December 1, 2023. 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 2024 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 2024 total compensation was $190,000. Based on this information, we estimate that, for 2024, our CEO’s annual total compensation (which for these purposes, in line with SEC rules, also included the 2024 equity grants) was approximately 119 times that of the median of the annual total compensation of all other employees.

  187. CEO Pay Ratio Information

    | 66 | Jefferies Financial Group |

  188. CEO Pay Ratio Information

    Audit Matters

  189. CEO Pay Ratio Information

    | PROPOSAL 3 | | | | | Ratification of Independent Auditors | | | | | THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS |

  190. CEO Pay Ratio Information

    The Audit Committee selected Deloitte as our independent auditors for 2025, and we are requesting our shareholders to ratify this selection. This proposal is being submitted to shareholders because we believe that this action follows sound corporate practice and is in the best interests of the shareholders. If the shareholders do not ratify the selection, such a vote will not be binding, but it will be considered a direction to our Audit Committee to consider selecting another firm. If the shareholders ratify the selection, the Audit Committee, in its discretion, may still direct the appointment of new independent auditors at any time during the year if they believe that this change would be in our and our shareholders’ best interests. Fees Paid to Our Independent Auditors The following table sets forth the aggregate fees incurred by us for 2024 and 2023 relating to services performed by Deloitte:

  191. CEO Pay Ratio Information

    | | Fiscal Year Ended November 30, 2024 | Fiscal Year Ended November 30, 2023 | | Audit Fees | $13,406,531 | $12,332,296 | | Audit Related Fees | 994,000 | 992,251 | | Tax Fees | 488,035 | 552,641 | | All Other Fees | 106,190 | 306,990 | | | $14,994,756(1) | $14,184,178(1) |

  192. CEO Pay Ratio Information

    | (1) In the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid for professional services for the audit of our consolidated financial statements included in our Form 10-K and review of financial statements included in our Form 10-Qs, and for services that are normally provided by the accountants in connection with regulatory filings or engagements. Audit Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. Tax Fees are fees for tax compliance, tax advice and tax planning. All Other Fees are fees for services not included in the first three categories. All services were approved by the Audit Committee. |

  193. CEO Pay Ratio Information

    The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit work performed by our independent auditor. Specifically, the Committee has pre-approved certain specific categories of work and initially authorized annual amounts for each category. For additional services or services in an amount above the initially authorized annual amount, additional authorization from the Audit Committee is required. The Audit Committee delegated to the Audit Committee Chair the ability to provide both general pre-approvals (where no specific, case-by-case approval is necessary under SEC rules) and specific pre-approvals. Any pre-approval decisions made by the Audit Committee Chair under this delegated authority are reported to the full Audit Committee. All requests for services provided by our independent auditor that do not require specific approval by the Audit Committee are required to be submitted to our CFO to ensure that such services are within the scope of those services that have been pre-approved by the Audit Committee. The CFO provides periodic reports to the Audit Committee regarding services that were approved in this manner. We have been advised that one or more representatives of Deloitte, our independent auditors, is expected to attend the Annual Meeting of Shareholders, will have an opportunity to make a statement, if any such representative desires to do so, and is expected be available to respond to appropriate questions.

  194. CEO Pay Ratio Information

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