RAYMOND JAMES FINANCIAL INC

Annual Compensation Framework and Process

Use of Compensation Consultants

In making compensation decisions, the Committee considers numerous factors of company and individual performance, as well as market data regarding compensation levels for comparable industry positions. The Committee does not attempt to rank or assign relative weight to any particular factor, however. The Committee does not rely on any factor as a substitute for its own judgment, but rather applies its independent discretion to consider all factors in their entirety. Although the Committee did not “benchmark” compensation against a peer group, it did engage an outside compensation consultant, Pay Governance LLC, to provide market data in connection with its 2023 compensation determinations for executive officers, including our NEOs. The Committee uses such data as a reference to assist it in maintaining a general awareness of industry compensation standards and trends. The market data does not formulaically determine the Committee’s compensation decisions for any particular executive officer, however. Similarly, the Committee does not target a particular percentile of any peer group with respect to total pay packages or any individual component of pay, but instead uses the percentiles as a reference. In this connection, the Committee considered market data provided by its consultant from the following peer companies:

Consideration of 2023 “Say-on-Pay” Vote

We hold an annual advisory vote of our shareholders on executive compensation. The following table sets forth the percentage of shares voted in favor of our annual advisory proposals to approve NEO compensation for the fiscal years indicated (the “Say-on-Pay” proposal).

At the 2023 Annual Shareholders Meeting, 92% of the votes cast were in favor of the “Say-on-Pay” proposal. We believe that the 2023 vote approving the Say-on-Pay proposal once again conveyed our shareholders’ strong support of the Committee’s decisions and our existing executive compensation programs. Based on this feedback, the Committee determined to continue our current compensation practices as described herein.

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Fiscal 2023 Company Performance Highlights

Strategic Execution

By remaining focused on our client first strategy of providing outstanding service to our advisors and their clients, the firm generated record results and successfully executed several strategic initiatives in fiscal 2023. In the Private Client Group segment, fiscal 2023 was a strong year for organic client asset growth, driven by strong retention of advisors and financial advisor recruiting. In the Capital Markets segment, activity levels decreased significantly across the industry due to heightened market volatility and economic and geopolitical concerns throughout the fiscal year. The Bank segment experienced strong growth in net interest income driven by the increase in short-term interest rates.

We made meaningful progress deploying capital during the year, and through a combination of common stock dividends and common stock repurchases the firm returned total capital of $1.1 billion to shareholders. The firm also continued to invest in service delivery and enhanced capabilities, while focusing on improving operational efficiencies. Throughout the fiscal year, we remained focused on the long term and continued to invest in our businesses, our people and our technology to help drive growth across the firm. Most importantly, we successfully implemented these strategic initiatives while maintaining our unique, client-focused culture.

Financial Performance

•Record annual net revenues of $11.62 billion, an increase of 6% over fiscal 2022

•Record net income available to common shareholders of $1.73 billion, or $7.97 per diluted share; Record adjusted net income available to common shareholders of $1.81 billion(1), or $8.30 per diluted share(1)

•ROE of 17.7% and Adjusted ROE of 18.4%(1), both strong results particularly given our robust capital position throughout fiscal 2023

•Returned $1.1 billion to shareholders through common stock dividends and common stock repurchases

•Maintained strong capital position, with a total capital ratio of 22.8%, well above regulatory requirements

•Among the highest in the industry in providing FDIC coverage for clients at 89% of our bank segment deposits, including nearly 97% at Raymond James Bank

•Strong credit ratings of “A-level” issuer ratings with all three credit agencies: A3 rating by Moody’s, A- rating by Standard & Poor’s, and A- by Fitch

•Balance sheet flexibility associated with diversified funding sources, including PCG domestic clients’ sweep cash, Enhanced Savings Program balances, TriState Capital Bank’s deposit franchise, and other initiatives

Raymond James Financial

Net Revenues ($B)

Raymond James Financial

Pre-tax Income ($B)

(1)Adjusted net income available to common shareholders, adjusted earnings per common share (diluted), and Adjusted ROE are non-GAAP measures. Please refer to Appendix A for reconciliations of these measures to the most directly comparable GAAP measures and other important disclosures.

The firm’s strong performance in fiscal 2023 was driven by record revenues in the Private Client Group and Bank segments and record pre-tax income in the Private Client Group. The results highlight the resilience of our business model and reinforce the value of our diverse and complementary businesses.

•Private Client Group — Record net revenues of $8.65 billion increased 12%, and record pre-tax income of $1.76 billion increased 71%, compared to fiscal 2022. Record net revenues were driven by the benefit of higher short-term interest rates on Raymond James Bank Deposit Program (“RJBDP”) fees and net interest income. Private Client Group assets under administration ended the fiscal year at $1.20 trillion, increasing 16% compared to September 30, 2022. In addition to higher equity markets, client assets were boosted by strong net inflows, which included robust domestic PCG net new assets of $73 billion, or 7.7% of beginning of period assets, driven by strong financial advisor retention and recruiting results.

•Capital Markets — Net revenues of $1.21 billion were down 33% compared to the prior year, and the pre-tax loss was $91 million. Macroeconomic uncertainties and significantly higher interest rates throughout the fiscal year reduced investment banking activity levels across the industry. Further, compensation expenses remained elevated despite lower revenues due primarily to growth investments and deferred compensation amortization owing to very strong M&A and advisory results in the preceding two years.

•Asset Management — Net revenues of $885 million decreased 3%, and pre-tax income of $351 million declined 9%, compared to fiscal 2022. Financial assets under management ended the year at $196.4 billion, representing a 13% increase year-over-year, driven by strong net inflows in fee-based accounts in the Private Client Group and net inflows at Raymond James Investment Management, as well as market appreciation over the prior year.

•Bank Segment — Record net revenues of $2.01 billion increased 86%, while pre-tax income of $371 million decreased 3% compared to fiscal 2022. Despite strong revenue growth driven primarily by higher short-term interest rates and incremental interest income from the acquisition of TriState Capital Bank, pre-tax income declined due to higher RJBDP fees paid to PCG largely related to rising interest rates, along with a higher bank loan loss provision. The Enhanced Savings Program, a new high-yield savings product launched in March 2023, offers clients a competitive rate and robust FDIC insurance for deposits. Balances grew rapidly to $13.6 billion by fiscal year-end, providing an important source of diversified funding to the firm as domestic client cash sweep balances declined throughout the year. Net loans increased 1% to $43.8 billion driven primarily by the growth of loans to PCG clients. Reflecting the higher short-term interest rates and the relatively high concentration of floating assets, the Bank segment’s net interest margin (NIM) increased 89 basis points during the fiscal year to 3.28%. The credit quality of the loan portfolio remained strong, with criticized loans as a percent of total loans held for investment ending the fiscal year at 1.17%, up slightly from 1.14% at September 2022. Bank loan allowance for credit losses as a percentage of total loans held for investment was 1.07%, and bank loan allowance for credit losses on corporate loans as a percentage of corporate loans held for investment was 2.03%.

Alignment of CEO Compensation with Total Shareholder Return

The following graph shows the total return on $100 invested in the company’s stock on September 30, 2018, compared to the total annual direct compensation of our CEO for each year represented. The graph excludes the December 15, 2022 CEO special one-time equity retention award discussed below. We believe this information demonstrates that our CEO’s total compensation is highly correlated with total shareholder return over these time periods.

Alignment of CEO Compensation with Total Shareholder Return

(1)All years computed in accordance with the table set forth herein in the section on p. 56 entitled “Annual Direct Compensation for 2023.”

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Our Compensation Practices

What We Do

Pay for performance. We award annual variable compensation based on the performance of the company and the individual. The great majority of our executive officers’ compensation is variable and not guaranteed. Use deferred compensation. Variable compensation for our executive officers also includes a deferred component, in that a portion of annual bonuses (“stock bonus awards”) is delivered in the form of both time-based and performance-based RSUs. Performance-based equity awards. The vesting of 60% for our CEO, and 50% for our other NEOs, of the RSUs awarded to our executive officers as stock bonus awards is tied to the achievement of defined Adjusted ROE(1) levels over a three-year measurement period (“performance vesting”), subject in certain cases to accelerated vesting upon retirement. Since the grant of the 2021 awards, such vesting is further modified (increased or decreased) by the rTSR of the company compared to a peer group (“rTSR Adjustment”). Long vesting periods. Both the time-vesting and performance-vesting portions of our stock bonus awards generally vest on a cliff basis three years after the grant date. Our retention RSU awards generally vest 60% on the 3rd anniversary, and 20% on each of the 4th and 5th anniversaries, of their grant dates, subject in certain cases to accelerated vesting upon retirement. In addition, each award under our Long-Term Incentive Plan (“LTIP”), a non-qualified retention plan for highly compensated employees, cliff vests at the end of a five-year period. “Clawback” policy. We maintain a robust compensation recoupment policy, together with an NYSE-compliant Dodd-Frank Clawback Policy, which permit the company to recover compensation in the event of a financial restatement, inaccurate performance measures, and serious misconduct or materially imprudent judgment that results in material financial or reputational harm to the company. Stock ownership guidelines. We maintain stock ownership requirements for our executive officers, creating a further link between management interests, company performance and shareholder value. All of our NEOs have reached or exceeded the ownership requirements. “Double triggers.” Our award agreements for RSUs generally maintain the requirement of “double triggers” on the accelerated vesting of awards in the event of a change in control, meaning that an executive must actually be terminated following the change in control before vesting will be accelerated. Limited perquisites. We provide very limited perquisites, each of which provides a demonstrable benefit to the company’s business.

What We Don’t Do

No employment agreements. Our executive officers, including our CEO and other NEOs, are employed by us on an “at will” basis and do not have any special arrangements for severance payments following termination. No dividends on unearned performance-based or unvested U.S. time-based awards. We do not pay dividends or dividend equivalents on performance-based awards or on time-based awards to U.S. grantees during the vesting period. Rather, dividends are deferred and paid only based on performance or vesting achieved, with no premiums. No “gross ups.” We do not generally provide excise tax “gross ups,” other than in the case of certain relocation expenses, consistent with our relocation policy. No pledging by insiders. The company maintains a policy under which our directors and executive officers are prohibited from pledging our common stock. No short selling or hedging by insiders. Our directors and executive officers are prohibited from engaging in short sales, transacting in publicly traded or private options and engaging in hedging or monetization transactions with respect to our common stock. No option re-pricing. Our equity incentive plans contain certain provisions prohibiting option re-pricing absent approval of our shareholders. We have not granted options to our executive officers as part of their annual compensation since fiscal 2014 in any event.