RAYMOND JAMES FINANCIAL INC
For the period ended Feb 19, 2026. Filed Jan 7, 2026.
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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 19, 2026 · Filed Jan 7, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __ )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
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| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Who We Are
| OUR VISION Our vision is to be the absolute best firm for financial professionals and their clients. | OUR MISSIONOur business is people and their financial well-being.We are committed to helping individuals, corporations and institutions achieve their unique goals, while also developing and supporting successful professionals, and helping our communities prosper. |
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OUR FOUR CORE VALUES
| We put clients first.If we do what’s right for our clients, the firm will do well and we’ll all benefit. | We act with integrity.We put others above self, and what’s right above what’s easy. We believe doing well and doing good aren’t mutually exclusive. | We value independence.We respect autonomy, celebrate individuality and welcome diverse perspectives, while encouraging collaboration and innovation. | We think long term.We act responsibly, taking a conservative approach that translates into a strong, stable firm for clients, advisors, associates and shareholders. |
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Letter from Leadership
January 7, 2026
Dear Fellow Shareholder,
We are pleased to invite you to our 2026 Annual Meeting of Shareholders, which will be held virtually via webcast, on February 19, 2026, at 4:30 p.m. Eastern Standard Time (EST).
Raymond James, for the fifth consecutive year, delivered record results in fiscal 2025. The firm generated annual net revenues of $14.1 billion and net income available to common shareholders of $2.1 billion. Additionally, we achieved a return on common equity of 17.7% and an adjusted return on tangible common equity of 21.3%(1) while maintaining capital ratios well above regulatory requirements, providing significant flexibility to continue being opportunistic and investing in growth. During the year, we returned more than $1.5 billion of capital to shareholders through common stock dividends and share repurchases. Our strong financial performance demonstrates our consistent focus on generating sustainable growth over the long term through deep personal relationships across our diverse and complementary businesses.
This year we extend our heartfelt gratitude to Gordon Johnson for his invaluable service on the Raymond James Financial Board of Directors. Since joining us in 2010, Gordon has played a pivotal role in guiding our company toward sustained growth and profitability. We benefited greatly from his passion for Raymond James, our associates, advisors and communities. As his tenure comes to a close, we, along with the other directors, express our deep appreciation for his wise counsel and lasting contributions.
We are once again delivering proxy materials to certain shareholders over the Internet. The Notice of Internet Availability of Proxy Materials (“Notice”) contains instructions on how to access our Proxy Statement, Annual Report and other soliciting materials, and on how to vote. The Notice also contains instructions on how to request paper copies of these materials if you so desire.
During the meeting, we will consider the proposals described in this Proxy Statement, and we will provide updates on our performance and progress on strategic initiatives. Your vote is very important to us. Whether or not you plan to participate in the virtual meeting directly, we ask that your shares be represented and voted.
On behalf of the Board of Directors and the management of Raymond James, we extend our appreciation for your continued support.
Yours sincerely,
Paul M. ShoukryChief Executive Officer
Paul C. ReillyExecutive Chair
(1)Adjusted return on tangible common equity is a non-GAAP financial measure. Please refer to Appendix C for a reconciliation of this measure to the most directly comparable GAAP measure and other important disclosures.
| 2026 PROXY STATEMENT | 3 |
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Notice of 2026 Annual Meeting of Shareholders
AgendaThe following proposals will be voted upon:
Proposal 1:To elect the twelve (12) director nominees named in the Proxy Statement
Proposal 2:To hold an advisory vote on our executive compensation
Proposal 3:To approve the Amended and Restated 2012 Stock Incentive Plan
Proposal 4:To approve the Amended and Restated 2003 Employee Stock Purchase Plan
Proposal 5:To ratify our independent registered public accounting firm for fiscal 2026
Other: To act on any other business that may properly come before the meeting
Date and TimeThursday, February 19, 2026,4:30 p.m. (EST)PlaceThe meeting will be a virtual-only meeting, conducted exclusively via webcast at www.virtualshareholdermeeting.com/RJF2026. There will not be a physical location for the meeting, so you will not be able to attend the meeting in person. Shareholders will be able to attend, vote and submit questions (both before, and during a portion of, the meeting) virtually.Record DateDecember 17, 2025 (“Record Date”)
| Who Can VoteShareholders of record on the Record Date | Who Can AttendShareholders desiring to attend the Annual Meeting should review page 94 under Questions & Answers about the Annual Meeting. To attend the meeting at www.virtualshareholdermeeting.com/RJF2026, you must enter the control number on your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card or voting instruction form. The virtual meeting room will open at 4:15 p.m. (EST). | Date of MailingA Notice or the Proxy Statement, a 2025 Annual Report to Shareholders and a form of proxy are first being sent to shareholders and participants in our Employee Stock Ownership Plan on or about January 7, 2026. |
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 19, 2026:The Proxy Statement, the 2025 Annual Report to Shareholders and the form of proxy card are available online at www.raymondjames.com/investor-relations/news-and-events/shareholders-meeting.
Whether or not you are able to attend the virtual Annual Meeting, please complete, sign and return your proxy card by mail, or vote via the Internet or the toll-free telephone number.
By Order of the Board of Directors,
AnnMarie H. Davis,
Company Secretary
January 7, 2026
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Table of Contents
| Letter from Leadership | 3 |
|---|---|
| Notice of 2026 Annual Meeting of Shareholders | 4 |
| Company Highlights | 6 |
| Proxy Summary | 8 |
| Proposal 1 – Election of Directors | 16 |
| Our Directors | 16 |
| Board Nominees - Composition and Skills | 16 |
| Director Qualifications | 17 |
| Director Biographies | 18 |
| Election of Directors | 24 |
| Director Independence | 24 |
| Director Tenure | 24 |
| Nominating Process and Succession Planning | 25 |
| Nominations by Shareholders | 25 |
| Corporate Governance | 26 |
| Role of the Board | 26 |
| Corporate Governance Principles | 26 |
| Code of Ethics and Directors' Code | 26 |
| Board Leadership Structure | 27 |
| Board Committees | 28 |
| Compensation Committee Interlocks and Insider Participation | 32 |
| Meetings and Attendance | 32 |
| Director Education and Orientation | 32 |
| Board Evaluations | 33 |
| Board's Role in Risk Oversight | 34 |
| Director Compensation | 37 |
| Proposal 2 – Advisory Vote on Executive Compensation | 39 |
| Compensation Discussion and Analysis | 40 |
| Named Executive Officers | 40 |
| Compensation-Setting Process | 41 |
| Objectives of Our Compensation Program | 46 |
| Principal Elements of Executive Compensation | 46 |
| 2025 Compensation Decisions | 51 |
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| Components of Total Direct Compensation | 57 |
| Summary Compensation Table for Fiscal 2025 | 58 |
| All Other Compensation Table for Fiscal 2025 | 59 |
| Grants of Plan Based Awards for Fiscal 2025 | 59 |
| Outstanding Equity Awards at Fiscal Year End for 2025 | 60 |
| Stock Vested for Fiscal 2025 | 62 |
| Nonqualified Deferred Compensation for Fiscal 2025 | 62 |
| Potential Payments upon Termination or Change in Control for Fiscal 2025 | 63 |
| 2025 CEO Pay Ratio | 68 |
| Pay Versus Performance | 69 |
| Other Compensation Policies | 72 |
| Report of the Compensation and Talent Committee | 73 |
| Proposal 3 – Approval of the Amended and Restated 2012 Stock Incentive Plan | 74 |
| Proposal 4 – Approval of the Amended and Restated 2003 Employee Stock Purchase Plan | 82 |
| Proposal 5 – Ratify Appointment of Independent Registered Public Accounting Firm | 86 |
| Security Ownership Information | 88 |
| Political Contributions Disclosure | 91 |
| Relationships and Related Transactions | 92 |
| Questions and Answers about the Annual Meeting | 94 |
| Additional Information | 99 |
| Appendix A: Amended and Restated 2012 Stock Incentive Plan | 101 |
| Appendix B: Amended and Restated Raymond James Financial, Inc. 2003 Employee Stock Purchase Plan | 113 |
| Appendix C: Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited) | 117 |
| 2026 PROXY STATEMENT | 5 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.