RAYMOND JAMES FINANCIAL INC
For the period ended Feb 22, 2024. Filed Jan 8, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 22, 2024 · Filed Jan 8, 2024
Contents
Proxy Summary
To help you review the proposals to be voted upon at our 2024 Annual Meeting, we have summarized important information in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement and our other proxy materials before voting.
| Election of Directors | |
| The Board recommends a vote FOR each director nominee. | See page 16 |
Director Nominees
The following provides summary information about each director nominee.
| DirectorSince · Committee Membership | ||
|---|---|---|
| Name and Primary Occupation · Independent · Age · AC · RC · CG&ESG · C&T · CPC | ||
| Marlene Debel Executive Vice President, Chief Risk Officer and Head of MetLife Insurance Investments, MetLife, Inc. | 57 | 2020 |
| Robert M. DutkowskyRetired, Former Executive Chairman and Chief Executive Officer,Tech Data Corporation | 69 | 2018 |
| Jeffrey N. EdwardsChief Operating Officer, New Vernon Advisers, LP | 62 | 2014 |
| Benjamin C. Esty Professor of Business Administration, Harvard University Graduate School of Business Administration | 61 | 2014 |
| Art A. GarciaRetired, Former Chief Financial Officer, Ryder System, Inc. | 62 | 2023 |
| Anne Gates Retired, Former President, MGA Entertainment, Inc. | 64 | 2018 |
| Gordon L. Johnson President, Highway Safety Devices, Inc. | 66 | 2010 |
| Raymond W. McDaniel, Jr.Retired, Former Chairman, Moody's Corporation | 66 | 2023 |
| Roderick C. McGeary Retired, Former Chairman, Co-President and Co-Chief Executive Officer, Tegile Systems, Inc. | 73 | 2015 |
| Paul C. ReillyChair and Chief Executive Officer, Raymond James Financial | 69 | 2006 |
| Raj SeshadriPresident, Data and Services, Mastercard Incorporated | 58 | 2019 |
| AC | Audit Committee |
|---|---|
| RC | Risk Committee |
| CG&ESG | Corporate Governance andESG Committee |
| C&T | Compensation and TalentCommittee |
|---|---|
| CPC | Capital PlanningCommittee |
Chair
Member
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Proxy Summary
Non-Executive Board Nominees Snapshot
Our non-executive (i.e. non-employee) director nominees have a diversity of experience and a variety of complementary skills, education, qualification and viewpoints that strengthen the Board’s ability to carry out its oversight role.
63.8average age
57-73age range
<5 years
5-10 years
10 years
5.6average years of service
Non-Executive Board Nominees Skills Matrix
The information below summarizes the range of selected qualifications and experiences that each non-executive director nominee brings to our Board.
| Non-Executive Director Nominee | |||||
|---|---|---|---|---|---|
| FinancialIndustryExperience | Public Company Chair and/or CEOExperience | FinancialReporting | CorporateGovernance | RiskManagement | Information Technology |
| Marlene Debel | |||||
| Robert M. Dutkowsky | |||||
| Jeffrey N. Edwards | |||||
| Benjamin C. Esty | |||||
| Art A. Garcia | |||||
| Anne Gates | |||||
| Gordon L. Johnson | |||||
| Raymond W. McDaniel, Jr. | |||||
| Roderick C. McGeary | |||||
| Raj Seshadri | |||||
| 2024 PROXY STATEMENT | 11 |
|---|
Proxy Summary
Governance Highlights
| Board Independence and Qualifications | •Ten of our current 12 directors, and ten of our 11 director nominees, are non-executive directors who have been deemed independent under Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) rules•All of our Board committees other than the CPC are composed exclusively of independent directors•Nominees to our Board may not serve on more than three (3) other public company boards |
|---|---|
| Board Diversity and Refreshment | •40% of our non-executive director nominees are people of color •30% of our non-executive director nominees are women•Non-executive directors are normally expected to serve for no more than 12 years |
| Accountability | •Directors are elected for one-year terms•Directors must receive a majority vote of our shareholders to be re-elected•Special meetings of shareholders may be called by holders of 10% or more of our common shares•Our shareholders may act by written consent in lieu of a meeting•We do not maintain a shareholder rights plan, or “poison pill”•We maintain a Director Code of Conduct applicable to the Board•We maintain a robust compensation recoupment (“clawback”) policy applicable to executive officers, with triggers including materially imprudent judgment causing financial or reputational harm, along with a separate Dodd-Frank Clawback Policy in line with NYSE requirements |
| Lead Independent Director | •A lead independent director, selected by our non-executive directors, operates pursuant to a separate written charter •Duties include presiding over executive sessions, recommending agenda topics, facilitating annual self-evaluation of the Board and its committees, assisting in the performance evaluation of our CEO, and CEO succession planning |
| Board Oversight of Risk Management | •Our Board exercises oversight of management’s responsibilities to assess and manage our key risks, including cybersecurity risks•The Board has delegated aspects of its oversight responsibility to its principal committees•The Board recently split certain of its committees in order to further enhance subject matter oversight in certain focus areas |
| Board Practices | •Our Board and committees annually review their effectiveness with a questionnaire and confidential one-on-one interviews coordinated by a third-party facilitator or the lead independent director, who reports on results in person to the Board•Evaluation includes review of individual director contributions to the Board by each other director•The Board continually adjusts its nomination criteria, with the goal that the Board continues to reflect an appropriate mix of skills and experience |
| Executive Sessions | •Non-executive directors hold executive sessions without management present at least four times per year•The lead independent director presides over these executive sessions•Each major Board committee generally holds executive sessions at regularly scheduled meetings |
| Share Ownership Requirements and Trading Limitations | •Robust stock ownership policy requires directors and executive officers to maintain meaningful ownership levels in our stock•Policy restricts trading by directors and executive officers and prohibits certain types of transactions, including use of options, short sales, hedging and pledging of our stock |
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Proxy Summary
| Proposal 2Advisory Vote on Executive Compensation | |
| The Board recommends a vote FOR this proposal. | See page 40 |
Overview
We are asking our shareholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement in accordance with the SEC’s rules. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation.
The following charts present the mix of compensation elements actually received for 2023 performance by our chief executive officer ("CEO") and our other NEOs (average, excluding retirement plan contributions):
Components of Total Direct Compensation — 2023 Actual
Response to Say-on-Pay Vote
We hold an annual advisory vote by our shareholders on executive compensation. 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 Compensation and Talent 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.
% of votes in favor of
Say-on-Pay Proposal in 2023
| 2024 PROXY STATEMENT | 13 |
|---|
Proxy Summary
| Type | Pay Element | Purpose | Link to Strategy |
|---|---|---|---|
| Base Salary | •Provides base level of pay | •Competitive salaries attract and retain key talent | |
| Annual Bonus - Cash | •Provides competitive incentive opportunity | •Rewards executives who achieve strategic and financial goals that are important for creating shareholder value•Attracts and retains key talent | |
| Annual Bonus - Equity (RSUs) | •Aligns executives with shareholder interests •Time-vesting awards encourage retention by vesting at end of 3-year period (if not otherwise retirement eligible)•Performance vesting awards depend on company’s achievement of Adjusted ROE(1) and relative total shareholder return (“rTSR”) thresholds, thus further aligning executives with long-term shareholder interests | •Time-vesting awards serve as a long-term retention tool •Performance-vesting awards encourage executives to focus on key financial metrics where final payout is dependent on company performance and stock price growth | |
| Retention Awards - RSUs | •Aligns executives with shareholder interests •Encourages retention by longer vesting period, generally over a five-year period (if not otherwise retirement eligible) | •Serves as a long-term retention tool and further aligns our executives with our shareholders | |
| Retirement Plan Contributions | •Profit Sharing, Employee Stock Ownership Plan (“ESOP”) and Long-Term Incentive Plan (“LTIP”) align executives with shareholder interests since contributions are based on company financial results. 401(k) Plan facilitates retirement savings. | •Provide competitive benefits package and further align executives with our shareholders |
(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.
Our Compensation Practices
| What We Do | What We Don’t Do |
| Pay for performance Use deferred compensation Performance-based equity awards Long vesting periods “Clawback” policies Stock ownership guidelines “Double triggers” Limited perquisites | No employment agreements No dividends on unearned performance-based or unvested U.S. time-based awards No “gross ups” No pledging by insiders No short selling or hedging by insiders No option re-pricing |
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Proxy Summary
| Proposal 3Ratify Appointment of Independent Registered Public Accounting Firm | |
| The Board recommends a vote FOR this proposal. | See page 74 |
The Audit Committee has appointed KPMG LLP as the independent registered public accounting firm to audit the company’s consolidated financial statements for the fiscal year ending September 30, 2024, and to audit the company’s internal control over financial reporting as of September 30, 2024. We are asking our shareholders to ratify this decision by the Audit Committee.
| 2024 PROXY STATEMENT | 15 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.