RAYMOND JAMES FINANCIAL INC
For the period ended Feb 22, 2024. Filed Jan 8, 2024.
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Feb 22, 2024 · Filed Jan 8, 2024
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (sometimes referred to herein as “CAP”) to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC. The amounts reported in this table are not additional amounts received by our chief executive officer (here sometimes referred to as the principal executive officer, or “PEO”) and non-PEO NEOs to the amounts reported in the SCT. The calculations and analysis below do not necessarily reflect the company’s approach to aligning executive compensation with performance, and the Compensation and Talent Committee did not consider the pay versus performance disclosure below when making its incentive compensation decisions. For further information concerning the company’s variable pay-for-performance philosophy and how the company aligns executive compensation with the company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
| Fiscal Year · Summary Compensation Table Total for PEO(1) · Compensation Actually Paid to PEO(1)(2) · Average Summary Compensation Table Total for non-PEO NEOs(1) · Average Compensation Actually Paid to non-PEO NEOs(1)(2) · Value of Initial Fixed $100 Investment Based On: · Net Income Available to Common Shareholders($ millions) · Company-Selected Metric: Pre-Tax Income ($ millions)(4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return · Peer Group Total Shareholder Return(3) | ||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2023 | $34,912,956 | $39,837,679 | $8,397,928 | $8,689,563 | $216.24 | $153.55 | $1,739 | $2,280 |
| 2022 | $17,626,494 | $24,783,921 | $6,073,940 | $7,110,695 | $209.25 | $145.26 | $1,509 | $2,022 |
| 2021 | $13,656,209 | $33,838,591 | $4,865,740 | $7,591,527 | $192.74 | $165.02 | $1,403 | $1,791 |
(1)The dollar amounts reported in columns (b) and (d) are the amounts of total compensation reported for Mr. Reilly (our Chief Executive Officer) and the average for our NEOs excluding Mr. Reilly, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table for Fiscal 2023.”Mr. Reilly served as our PEO for the full fiscal year in 2023, 2022, and 2021. Our non-PEO NEOs included: (a) for fiscal year 2023 and 2022, Messrs. Shoukry, Bunn, Curtis, and Elwyn; and (b) for fiscal year 2021, Messrs. Shoukry, Bunn, John C. Carson, Jr., and Ms. Bella Loykhter Allaire.
(2)The dollar amounts reported in columns (c) and (e) represent the amount of CAP to Mr. Reilly, and the average CAP to our NEOs excluding Mr. Reilly, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Reilly or the rest of our NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth in the sections below entitled “PEO SCT Total to CAP Reconciliation” and “Non-PEO NEO Average SCT Total to Average CAP Reconciliation” were made to total compensation for each year to determine the CAP for Mr. Reilly and the average for our NEOs excluding Mr. Reilly, respectively.
(3)The Peer Group for which Total Shareholder Return is provided in column (g) is the Dow Jones U.S. Investment Services index.
(4)While the company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the company’s compensation programs, the company has determined that Pre-Tax Income is the financial performance measure that, in the company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance.
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PEO SCT Total to CAP Reconciliation
| Fiscal Year | 2023 | 2022 | 2021 |
|---|---|---|---|
| SCT Total | $34,912,956 | $17,626,494 | $13,656,209 |
| - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(24,806,053) | $(8,399,938) | $(5,930,786) |
| ∓ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $26,626,504 | $11,955,335 | $11,046,655 |
| ∓ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $391,686 | $2,427,263 | $13,414,882 |
| ∓ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— |
| ∓ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $1,866,361 | $656,403 | $1,228,298 |
| - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— |
| + Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | $846,225 | $518,364 | $423,333 |
| Compensation Actually Paid | $39,837,679 | $24,783,921 | $33,838,591 |
Non-PEO NEO Average SCT Total to Average CAP Reconciliation
| Fiscal Year | 2023 | 2022 | 2021 |
|---|---|---|---|
| Average SCT Total | $8,397,928 | $6,073,940 | $4,865,740 |
| - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(4,968,583) | $(2,331,126) | $(981,554) |
| ∓ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $4,720,630 | $2,878,263 | $1,653,311 |
| ∓ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $79,638 | $307,916 | $1,804,171 |
| ∓ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— |
| ∓ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $298,716 | $89,930 | $189,771 |
| - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— |
| + Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | $161,234 | $91,772 | $60,088 |
| Average Compensation Actually Paid | $8,689,563 | $7,110,695 | $7,591,527 |
Financial Performance Measures
As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the company’s executive compensation program emphasizes discretionary variable annual performance compensation and long-term incentive compensation in the form of RSUs, a portion of which will be received only upon the company’s attainment of specific financial targets. The Committee believes that delivering equity in the form of RSUs aligns employees’ interests with those of shareholders and helps motivate executives to achieve financial and strategic goals within the bounds of the company’s risk tolerance levels. The metrics that the company uses for equity incentive award vesting are selected based on an objective of serving shareholders’ interests by conditioning vesting upon future performance that delivers on the company’s long-term business strategy. The most important financial performance measures used by the company to link CAP to the company’s NEOs, for the most recently completed fiscal year, to the company’s performance are as follows:
Pre-tax Income
Net Revenue
Adjusted ROE (1)
(1)Adjusted ROE is a non-GAAP financial measure. Please refer to Appendix A for a reconciliation of this measure to the most directly comparable GAAP measure and other important disclosures.
| 2024 PROXY STATEMENT | 69 |
|---|
Analysis of the Information Presented in the Pay versus Performance Table
As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the company’s executive compensation program emphasizes discretionary variable annual performance compensation and performance-vesting long-term incentive compensation. While the company utilizes several performance measures to align executive compensation with company performance, not all of those company measures are presented in the Pay versus Performance table. Moreover, the company generally seeks to incentivize long-term performance, and therefore does not specifically align the company’s performance measures with compensation actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Cumulative TSR of Company and Peer Group
As demonstrated by the following graph, the amount of compensation actually paid to Mr. Reilly and the average amount of compensation actually paid to the company’s NEOs as a group (excluding Mr. Reilly) is aligned with the company’s cumulative TSR over the three years presented in the table. The alignment of CAP with the company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Mr. Reilly and to the other NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” 50% of the annual bonus for our CEO is delivered in the form of RSUs, of which 60% are performance RSUs that vest based on attainment of average Adjusted ROE(1) levels over a three-year measurement period. For the other executive officers, a variable portion of the annual bonus amount is delivered in the form of RSUs, of which 50% are performance RSUs. The amounts vesting are further subject to modification (+/- 20%) based on the company’s rTSR compared to a defined peer group.
The chart below illustrates the relationship between the PEO and average Non-PEO NEO CAP amounts and the Company’s and Peer Group’s TSR during fiscal years 2021-2023.
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The charts below illustrate the relationship between the PEO and Non-PEO NEO CAP amounts and the Company’s Net Income and Pre-Tax Income during fiscal years 2021-2023.
| 2024 PROXY STATEMENT | 71 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.