Raymond James Financial, Inc.
Shareholder Annual Meeting in a DEF 14A on 01/12/2022   Download
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DEF 14A 1 d271677ddef14a.htm DEF 14A DEF 14A

 

 

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

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Soliciting Material under § 240.14a-12

Raymond James Financial, Inc.

 

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LOGO


 

 

OUR VISION           OUR VALUES
 

Our vision is to be a financial services firm as unique as the people we serve, transforming lives, businesses and communities through the power of personal relationships and professional advice.

 

         

 

LOGO

  

We put clients first.

If we do what’s right for our clients, the firm will do well and we’ll all benefit.

         

 

LOGO

  

 

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.

 

OUR MISSION

 

Our 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.

 

          LOGO   

We value independence.

We respect autonomy, celebrate individuality and welcome diverse perspectives, while encouraging collaboration and innovation.

         

 

LOGO

  

 

We think long term.

We act responsibly, taking a conservative approach that translates into a strong, stable firm for clients, advisors, associates and shareholders.

 

 

RAYMOND JAMES 2022 PROXY STATEMENT


LOGO

RAYMOND JAMES FINANCIAL, INC.

880 Carillon Parkway

St. Petersburg, Florida 33716

(727) 567-1000

January 12, 2022

Dear Fellow Shareholder,

I am pleased to invite you to our 2022 Annual Meeting of Shareholders.

Despite ongoing challenges due to the COVID-19 pandemic, Raymond James once again achieved strong financial results in fiscal 2021. Due in large part to our diverse yet complementary businesses, we finished the year with record net revenues of $9.76 billion and record net income of $1.40 billion. Continuing our well-established track record of retention and recruiting of financial advisors, we reached record numbers of both financial advisors and client assets of $1.18 trillion. Meanwhile, our investment banking success in both M&A and underwriting, and a record year for fixed income brokerage revenues due to high levels of client activity, helped us achieve record revenues in our Capital Markets segment. Demonstrating our commitment to deploying excess capital, we completed three acquisitions during the year and announced the intention to acquire two additional firms. We believe these acquisitions satisfy our longstanding criteria of being a strong cultural fit, having a good strategic purpose and making financial sense for our shareholders.

Moving forward, we are well-positioned with robust capital ratios and records for all of our key business metrics. Additionally, activity levels for financial advisor recruiting, investment banking and fixed income brokerage remain strong. However, we also understand there are uncertainties, including the pace of recovery from the initial shutdowns related to COVID-19, the continued effects of the pandemic, and U.S. economic policy. Whatever potential challenges lie ahead, we believe our capital and liquidity provide balance sheet flexibility to not only withstand them but also to be opportunistic in these environments.

I would be remiss not to note that Francis S. “Bo” Godbold, who has served on our Board of Directors since 1977, will not be re-nominated for election at the 2022 Annual Meeting of Shareholders. One of Chairman Emeritus Tom James’ earliest recruits in 1969, Bo’s intellect and leadership have been instrumental to the growth and success of the firm. Like all public companies, we are facing growing pressure from proxy advisors urging greater formal independence for public company boards, and Bo has been viewed as an insider for these purposes despite his independent industry expertise and resolute shareholder advocacy. He has had a remarkable career, with professional achievements and community service recognitions far too long to list. He will continue to serve on the Raymond James Bank Board of Directors, but I speak for the entire Raymond James Financial Board of Directors in saying that his contributions and counsel will be greatly missed.

Once again this year, we have determined that our Annual Meeting will be a virtual meeting, conducted solely via webcast. You will be able to participate in the virtual meeting online, vote your shares electronically, and submit live questions by visiting www.virtualshareholdermeeting.com/RJF2022. We are also making use of the SEC’s “notice and access” rules, which allow companies to furnish proxy materials to their shareholders over the Internet. We believe that this process expedites affected shareholders’ receipt of our proxy materials and lowers the costs—and reduces the environmental impact—of our Annual Meeting. Accordingly, we mailed to certain shareholders a Notice of Internet Availability of Proxy Materials (“Notice”). The 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 you can request paper copies of these materials if you so desire.

On behalf of the Board of Directors and the management of Raymond James, I extend our appreciation for your continued support.

Yours sincerely,

 

 

LOGO

Paul C. Reilly

Chairman and Chief Executive Officer


LOGO

Notice of 2022 Annual Meeting of Shareholders

 

DATE:    Thursday, February 24, 2022
TIME:    4:30 p.m. (EST)
PLACE:    The meeting will be a virtual-only meeting, conducted exclusively via webcast at www.virtualshareholdermeeting.com/RJF2022. There will not be a physical location for the meeting, and 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.
AGENDA:   

The following proposals will be voted upon:

1.  To elect the eleven (11) director nominees named in the Proxy Statement

2.  To hold an advisory vote on our executive compensation

3.  To approve the following amendments to our Articles of Incorporation:

A.  Increase the number of authorized shares;

B.  Restate or revise certain provisions governing the capital stock of the company; and

C.  Make certain updates and improvements

4.  To ratify our independent registered public accounting firm for fiscal 2022

5.  To act on any other business that may properly come before the meeting

RECORD DATE:

 

  

December 22, 2021 (“Record Date”)

 

 

Who Can Vote:

  

 

Shareholders of record on the Record Date

Who Can Attend:   

 

All shareholders are invited to attend the Annual Meeting. To attend the meeting at www.virtual shareholdermeeting.com/RJF2022, 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 Mailing:   

 

A Notice or the Proxy Statement, 2021 Annual Report to Shareholders, and form of proxy are first being sent to shareholders and participants in our Employee Stock Ownership Plan on or about January 12, 2022

Vote Recommendation:     The Board of Directors recommends a vote “FOR” All Proposals

 

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on February 24, 2022:

 

 

 

The Proxy Statement, 2021 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,
  Jonathan N. Santelli, General Counsel and Secretary
January 12, 2022  


 

 

Table of Contents

 

Letter from our Chairman and CEO

  

Notice of 2022 Annual Meeting of Shareholders

  

Our Company

     1  

Corporate Governance

     2  

Item 1. - Election of Directors

     2  

Our Directors

     2  

Director Independence

     2  

Board Structure and Governance Practices

     9  

Role of the Board

     9  

Corporate Governance Principles

     9  

The Board’s Role in Risk Oversight

     9  

Board Composition and Skills

     10  

Director Qualifications

     11  

Nominating Process and Succession Planning

     11  

Nominations by Shareholders

     12  

Election of Directors

     12  

Director Tenure

     13  

Board Leadership Structure

     13  

Lead Independent Director

     13  

Code of Ethics and Directors’ Code

     14  

Engagement with Shareholders

     14  

Executive Sessions

     15  

Committee Membership and Meetings

     15  

Audit and Risk Committee

     16  

Corporate Governance, Nominating and Compensation Committee

     16  

Securities Repurchase Committee

     17  

Securities Offerings Committee

     17  

Meeting Attendance

     17  

Management Succession Planning

     17  

Reorganization of Board Committees

     17  

Director Compensation

     20  

Director Compensation Table for 2021

     21  

Stock Ownership Policy for Directors and Executive Officers

     22  

Compensation Matters

     24  

Compensation Discussion and Analysis

     24  

Introduction

     24  

Objectives of our Compensation Program

     24  

Performance Factors for Executive Officers

     25  

Use of Equity Compensation

     25  

Performance RSU Vesting Based on Adjusted Average ROE with rTSR Adjustment

     26  

Our Compensation Practices

     28  

Consideration of Prior ‘‘Say-on-Pay’’ Vote

     29  

Elements of Compensation

     30  

Fiscal 2021 Company Performance Highlights

     31  

Use of Compensation Consultants

     32  

Peer Group Comparisons

     33  

Changes to our Compensation Practices

     33  

2021 Compensation Decisions

     34  

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       i  


 

 

2021 Compensation Tables

     44  

Summary Compensation Table for Fiscal 2021

     44  

All Other Compensation Table for Fiscal 2021

     45  

Grants of Plan Based Awards for Fiscal 2021

     46  

Outstanding Equity Awards at Fiscal Year End for 2021

     47  

Option Exercises and Stock Vested for Fiscal 2021

     49  

Nonqualified Deferred Compensation for Fiscal 2021

     50  

Potential Payments Upon Termination or Change in Control for Fiscal 2021

     51  

2021 CEO Pay Ratio

     53  

Report of the Corporate Governance, Nominating and Compensation Committee

     54  

Item 2. - Advisory Vote on Executive Compensation (“Say-on-Pay”)

     55  

Item 3. - Proposals to Amend the Company’s Articles of Incorporation

     56  

Relationships and Related Transactions

     61  

Related Person Transaction Policy

     63  

Equity Compensation Plan Information

     64  

Audit Matters

     65  

Item 4. - Ratify Appointment of Independent Registered Public Accounting Firm

     65  

Security Ownership Information

     67  

Security Ownership of Principal Shareholders

     67  

Stock Ownership Policy

     67  

Security Ownership of Management

     68  

Delinquent Section 16(a) Reports

     69  

Questions and Answers

     70  

Additional Information

     76  

Appendix A – Reconciliation of Non-GAAP Financial Measures

     A-1  

Appendix B – Amended and Restated Articles of Incorporation

     B-1  

 

ii   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

Our Company

Raymond James Financial, Inc. is a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporations and institutions. Our financial services activities include providing investment management services to retail and institutional clients, merger & acquisition and advisory services, the underwriting, distribution, trading and brokerage of equity and debt securities, and the sale of mutual funds and other investment products. We also provide corporate and retail banking services and trust services.

Our mission is to help individuals, corporations and institutions achieve their unique goals, while also developing and supporting successful professionals, and helping our communities prosper.

Our vision is to be a financial services firm as unique as the people we serve, transforming lives, businesses and communities through the power of personal relationships and professional advice.

Among the keys to our success, our emphasis on putting the client first is at the core of our corporate values. We also believe in maintaining a conservative, long-term approach in our decision making. We believe that this disciplined approach has helped us build a strong, stable financial services firm for clients, advisors, associates and shareholders.

At Raymond James, corporate responsibility is one way we live out our mission and values, as well as fulfill our vision. Corporate responsibility includes our commitment to:

 

   

nurturing an inclusive and diverse environment that unleashes the power of perspectives to drive exceptional results

 

   

giving back to the communities in which we live and work, both through charitable contributions and volunteerism

 

   

maintaining our longstanding commitment to strong corporate governance, rooted in a conservative approach for long-term stability, and

 

   

making sustainable business and operational decisions for the benefit of clients, our firm and our society.

Our focus on sustainability means keeping an eye on the big picture and operating our business for the long term. Raymond James believes it is our duty to be good stewards of our resources and help clients build wealth responsibly for the future, which we accomplish through a variety of initiatives including but not limited to:

 

   

offering a sustainable investment platform tailored to meet clients’ individual impact goals

 

   

financing our clients’ essential environmental and community-minded projects, such as alternative energy infrastructure and affordable housing, and

 

   

taking responsibility for preserving the natural world and limiting the negative consequences of climate change by working to reduce our environmental impact.

Under the oversight of our Board, senior management has taken a number of recent steps to strengthen formal governance and disclosure of environmental, social and governance (“ESG”) matters at Raymond James. In 2019, we hired a full-time Director of Corporate Responsibility to survey and coordinate a wide variety of ESG initiatives and activities. With the support of management across key company functions and business units, we reviewed opportunities to enhance ESG initiatives, including publishing an inaugural Corporate Responsibility Report in April 2021. In addition, the Board has approved a restructuring of its committees that is designed, in part, to enhance oversight of the company’s strategies, policies and programs with respect to ESG matters. Please see “Reorganization of Board Committees.”

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       1  


 

 

We are furnishing or making available this Proxy Statement to you in connection with the solicitation of proxies by the Company’s Board of Directors (“Board” or “Board of Directors”) for the virtual Annual Meeting of Shareholders to be held exclusively via webcast on February 24, 2022 (“Annual Meeting”). In this Proxy Statement, we may refer to Raymond James Financial, Inc. as “Raymond James,” “RJF,” the “company,” “we,” “us” or “our.”

Corporate Governance

Item 1. — Election of Directors

 

     

Proposal Snapshot — Item 1. Election of Directors  

 

        
    
 

What is being voted on: Election to our Board of 11 director nominees.

 

Board recommendation: After a review of the individual qualifications and experience of each of our director nominees and his or her contributions to our Board, our Board determined unanimously to recommend that shareholders vote “FOR” all of our director nominees.

 

 

Our Directors

The Board has nominated the eleven (11) directors identified below as candidates for election at the Annual Meeting. All nominees are current directors of the company and were unanimously recommended for re-election by the Corporate Governance, Nominating and Compensation Committee (“CGN&C Committee”). The Board continually monitors evolving board refreshment best practices, including those with respect to the average tenure of directors and the mix of both independent and executive directors. In light of his long board tenure and in order to keep an orderly transition, the Board determined, in consultation with Mr. Godbold, that he would not stand for re-election at the Annual Meeting. Mr. Godbold’s contributions to the Board over his 44 years of serving as an executive director are substantial, and his knowledge and insight about the Company over the fifty years in which he held leadership positions have added significant value.

Director Independence

For a director to be considered independent under New York Stock Exchange (“NYSE”) rules, the Board must affirmatively determine that the director does not have any “material relationship” with the company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. A material relationship can include commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships.

The Board has affirmatively determined that the following nine director candidates are independent under NYSE and U.S. Securities and Exchange Commission (“SEC”) rules: Marlene Debel, Robert M. Dutkowsky, Jeffrey N. Edwards, Benjamin C. Esty, Anne Gates, Gordon L. Johnson, Roderick C. McGeary, Raj Seshadri and Susan N. Story.

Each candidate has indicated that he or she would serve if elected. We do not anticipate that any nominee would be unable to stand for election, but if that were to happen, the Board may reduce the size of the Board, designate a substitute nominee or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director candidate will be cast for the substituted candidate.

 

2   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

LOGO

 

Marlene Debel, 55

Non-Executive Director

 

 

Director Since: 2020

 

RJF Committees

•  Audit and Risk

 

Other Public Directorships

•  Current: None

•  Former (past 5 years): None

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
           
     

 

•  Finance and risk management experience: Deep knowledge of finance and more than three decades of experience in financial, strategic and risk management

•  Financial services management and leadership: Proven business leader who has helped guide organizations through periods of significant growth and change

 

     

 

CAREER HIGHLIGHTS

•  MetLife, Inc., a leading global provider of insurance, annuities, employee benefits and asset management services

•  Executive Vice President and Chief Risk Officer (2019 – present)

•  Executive Vice President and Head of Retirement & Income Solutions (2018 – 2019)

•  Executive Vice President and Chief Financial Officer, U.S. Business (2016 – 2018)

•  Executive Vice President and Treasurer (2011 – 2016)

•  Global Head of Liquidity Risk Management and Rating Agency Relations, Bank of America (2009 – 2011)

•  Assistant Treasurer, Merrill Lynch & Co., Inc. (2007-2008)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Member, Board of Directors, Women’s Forum of New York

•  Foundation Board Member, LaGuardia Community College

 

 

LOGO

 

Robert M. Dutkowsky, 67

Non-Executive Director

 

 

Director Since: 2018

 

RJF Committees

•  CGN&C

 

Other Public Directorships

•  Current: U.S. Foods Holding Corp.; Pitney Bowes; The Hershey Company

•  Former (past 5 years): Tech Data Corporation (2006-2020)

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
           
     

 

•  Technology and technology risks: More than 40 years of experience in the information technology industry, including senior executive positions in sales, marketing and channel distribution with leading manufacturers and software publishers

•  Corporate governance and leadership: Valuable governance perspectives from substantial senior executive leadership roles and experience as a board member and chair of several public and private companies

 

     

 

CAREER HIGHLIGHTS

•  Tech Data Corporation, a multinational IT products and services distribution company

•  Executive Chairman (2017 – 2020)

•  Chief Executive Officer (2006 – 2018)

•  President, Chief Executive Officer, and Chairman, Egenera, Inc., a multinational cloud manager and data center infrastructure automation company (2004 – 2006)

•  President, Chief Executive Officer and Chairman, J.D. Edwards & Co., Inc. an enterprise resource planning (ERP) software company (2002 – 2004)

•  President, Chief Executive Officer and Chairman, GenRad, Inc., a manufacturer of electronic automatic test equipment and related software (2000 – 2002)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Board of Directors, United Way Suncoast

•  Board of Directors, First Tee of Tampa Bay

•  Board of Directors, Moffitt Research Committee

•  Advisory Board, University of South Florida Business School

•  Board of Trustees, University of Tampa

           

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       3  


 

 

LOGO

 

Jeffrey N. Edwards, 60

Non-Executive Director

 

 

Director Since: 2014

 

RJF Committees

•  CGN&C

•  Securities Repurchase Committee

•  Securities Offerings Committee

 

Other Public Directorships

•  Current: American Water Works Company, Inc.

•  Former (past 5 years): None

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
           
     

 

•  Financial services industry: More than two decades of capital markets and corporate finance experience at a global financial services firm

•  Review and preparation of financial statements: Experience as CFO of large financial services company provides valuable insights to our Board

 

     

 

CAREER HIGHLIGHTS

•  Chief Operating Officer, New Vernon Advisers, LP, a registered investment advisor (2009 – present)

•  Merrill Lynch & Co., Inc., a global financial services company

•  Vice Chairman (2007 – 2009)

•  Chief Financial Officer (2005 – 2007)

•  Head of Investment Banking for the Americas (2004 – 2005)

•  Head of Global Capital Markets and Financing (2003 – 2005)

•  Co-head of Global Equities (2001 – 2003)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Director, The NASDAQ Stock Market (2004 – 2006)

•  Director, Medusind, Inc., a medical billing company (2012 – 2019)

 

 

LOGO

 

Benjamin C. Esty, 59

Non-Executive Director

 

 

Director Since: 2014

 

RJF Committees

•  Audit and Risk (Chair since 2014)

 

Other Public Directorships

•  Current: None

•  Former (past 5 years): None

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
      
     

 

•  Finance, investment and risk management: Extensive knowledge of finance and deep experience in the mutual fund/investment management business, including evaluation of fund performance, investment strategies, acquisition analysis, valuation analysis, trading, and risk management

•  Financial services industry: Provides valuable insight to the company’s investment banking, commercial banking, and asset management businesses, as well as its own financing activities

•  Executive leadership development: Experience in leadership development assists Board in oversight of management succession

 

     

 

CAREER HIGHLIGHTS

•  Harvard University Graduate School of Business Administration

•  Professor of Business Administration teaching corporate finance, corporate strategy and leadership (1993 – present)

•  Roy and Elizabeth Simmons Professor of Business Administration (with tenure, 2005 – present)

•  Head of the Finance Department (2009 – 2014)

•  Founding faculty Chairman, General Management Program (GMP), a comprehensive leadership program for senior executives

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Director and Chair of Audit and Risk Committee, Harvard Business Publishing Group, a not-for-profit education company

•  Eaton Vance family of mutual funds

•  Independent Trustee (2005 – 2013)

•  Chairman, Portfolio Management Committee (2008 – 2013)

•  Director, Harvard University Employees Credit Union (1995 – 2001)

•  Member, Finance Committee

•  Finance and Investment Committee, Deaconess Abundant Life Communities, a not-for-profit continuing care retirement community (2017 – present)

•  Member of the Advisory Board, The GEM Group (2021 – present), a private seller of promotional products

 

4   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

LOGO

 

Anne Gates, 62

Non-Executive Director

 

 

Director Since: 2018

 

RJF Committees

•  Audit and Risk

 

Other Public Directorships

•  Current: The Kroger Company; Tapestry, Inc.

•  Former (past 5 years): None

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
           
     

 

•  Retail and consumer products insight: Over 25 years’ experience in retail and consumer products industry

•  International business and growth markets: Broad business background in finance, marketing, strategy and business development, including growing international businesses

 

     

 

CAREER HIGHLIGHTS

•  President, MGA Entertainment, Inc., a developer, manufacturer and marketer of toy and entertainment products for children (2014 – 2017)

•  The Walt Disney Company, a diversified multinational mass media and entertainment conglomerate (1991 – 2012)

•  Executive Vice President, Chief Financial Officer—Disney Consumer Products (2000 – 2007, 2009 – 2012)

•  Managing Director—Disney Consumer Products Europe and Emerging Markets (2007 – 2009)

•  Senior Vice President of Operations, Planning and Analysis (1998 – 2000)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Board of Directors, Cynosure (2020 – present)

•  Board of Trustees, University of California, Berkley Foundation (2016 – present)

•  Board of Directors, Salzburg Global Seminar (2018 – present)

•  Board of Directors, CADRE

•  Board of Trustees, PBS SoCal

•  Board of Trustees, Packard Foundation (2020 – present)

•  Board of Visitors, Columbia University Engineering School (2021 – present)

 

LOGO

 

Thomas A. James, 79

Director – Chairman Emeritus

 

 

Director Since: 1970

 

RJF Committees

•  Securities Repurchase Committee

•  Securities Offerings Committee

 

Other Public Directorships

•  Current: None

•  Former (past 5 years): None

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
           
     

 

•  Engaged and motivating leader who embodies our firm’s culture: Former Chairman and Chief Executive Officer of our company, with a unique understanding of our businesses and the financial services industry

•  Entrepreneurial mindset: Perspective of an entrepreneur who led the growth of the company founded by his father

•  Lifelong commitment: A deep, personal commitment to our company, exemplified by more than 50 years of service

•  Shareholder advocate: His large stock ownership position ensures that his interests are strongly aligned with those of our other shareholders

 

     

 

CAREER HIGHLIGHTS

•  Raymond James Financial, Inc.

•  Chairman Emeritus (2017 – present)

•  Chairman of the Board (1983 – 2017)

•  Chief Executive Officer (1970 – 2010)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Financial Services Roundtable (2000 – present)

•  Chairman (2007)

•  Former Chairman, The Florida Council of 100

•  Former Chairman, Securities Industry and Financial Markets Association (SIFMA)

•  Certified Financial Planner (1978 – present)

•  Member, Board of Trustees, The Salvador Dalí Museum (1987 – present)

•  Founder and Chairman, The James Museum of Western and Wildlife Art (2018 – present)

•  Chairman, Chi Chi Rodriguez Youth Foundation (2006 – present)

•  Former Director, International Tennis Hall of Fame

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       5  


 

 

LOGO

 

Gordon L. Johnson, 64

Non-Executive Director

 

 

Director Since: 2010

 

RJF Committees

•  CGN&C (Chair since 2018)

•  Director of Raymond James Bank since 2007

 

Other Public Directorships

•  Current: None

•  Former (past 5 years): None

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
      
     

 

•  Banking and financial services: Over 23 years of experience with unaffiliated banks

•  RJ Bank insights: Fourteen years as a director of Raymond James Bank, a significant part of our business

•  Entrepreneurial experience: Perspective of an entrepreneur and consumer of business-related financial services

 

     

 

CAREER HIGHLIGHTS

•  President, Highway Safety Devices, Inc., a full service specialty contractor (2004 – present)

•  Bank of America Corporation, a multinational investment bank and financial services company

•  Various managerial and executive positions (1992 – 2002)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Director, Florida Transportation Builders Association (2007 – 2016)

•  Director, Santa Fe Healthcare (2008 – 2014)

 

 

LOGO

 

Roderick C. McGeary, 71

Non-Executive Director

 

 

Director Since: 2015

 

RJF Committees

•  Audit and Risk

 

Other Public Directorships

•  Current: Cisco Systems, Inc.; PACCAR Inc.

•  Former (past 5 years): None

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
           
     

 

•  Review and preparation of financial statements: Deep accounting and auditing knowledge acquired through many years with a large public accounting firm

•  Leadership and governance: Decades of board and leadership experience involving multiple industries

•  Technology and technology risks: Leadership experience with global technology companies

 

     

 

CAREER HIGHLIGHTS

•  Chairman, Tegile Systems, Inc., a manufacturer of flash storage arrays (2010 – 2012)

•  BearingPoint, Inc., a multinational management and technology consulting firm

•  Chairman (2004 – 2009)

•  Interim Chief Executive Officer (2004 – 2005)

•  Co-President and Co-Chief Executive Officer (1999 – 2000)

•  Chief Executive Officer, Brience, Inc., a provider of software that enables companies to personalize customer experiences through broadband or wireless devices (2000 – 2002)

•  Managing Director, KPMG Consulting LLC, a management consulting firm (April – June 2000)

•  KPMG LLP, the U.S. member of a global network of professional firms providing audit, tax and advisory services

•  Co-Vice Chairman of Consulting (1997 – 1999)

•  Audit Partner for various technology clients (1980 – 1988)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Certified Public Accountant

           

 

6   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

 

LOGO

 

Paul C. Reilly, 67

Chairman and Chief Executive Officer

 

 

Director Since: 2006

 

RJF Committees

•  Securities Repurchase Committee

•  Securities Offerings Committee

 

Other Public Directorships

•  Current: None

•  Former (past 5 years): None

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
      
     

 

•  Strong leader, with prior public company CEO experience: Prior experience as chief executive officer of two complex, global organizations (one of which was a public company) brings a perspective to the Board beyond the financial services industry

•  Auditing and strategic consulting perspective: Background as a CPA and financial services consultant

•  Leadership continuity: Previous service on our Board provides continuity with prior senior management

 

     

 

CAREER HIGHLIGHTS

•  Raymond James Financial, Inc.

•  Chairman (2017 – present)

•  Chief Executive Officer (2010 – present)

•  President (2009 – 2010)

•  Non-executive Director (2006 – 2009)

•  Chair, Audit Committee (2008 – 2009)

•  Korn Ferry International, a global organizational consulting firm

•  Executive Chairman (2007 – 2009)

•  Chairman and Chief Executive Officer (2001 – 2007)

•  Chief Executive Officer, KPMG International, a global network of professional firms providing audit, tax and advisory services (1998 – 2001)

•  National Managing Partner, Financial Services, KPMG LLP, the U.S. member of a global network of professional firms providing audit, tax and advisory services (1995 – 1998)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Member, Board at Large, Securities Industry and Financial Markets Association (SIFMA)

•  Member, Board of Directors, American Securities Association

•  Member, Board of Directors, National Leadership Roundtable

•  Former Member, The Florida Council of 100

•  Former Member, Financial Services Roundtable

•  Former Director, United Way Suncoast

•  Cabinet Member and former Chairman, Tampa Heart Walk and Heart Ball for the American Heart Association

•  Member, The University of Notre Dame Business Advisory Council

•  Trustee, House of Prayer Foundation

 

 

LOGO

 

Raj Seshadri, 56

Non-Executive Director

 

 

Director Since: 2019

 

RJF Committees

•  Audit and Risk

 

Other Public Directorships

•  Current: None

•  Former (past 5 years): None

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
           
     

 

•  Financial services management: Brings to our Board a rare combination of skills and experience from her roles at global brands in marketing, sales, business strategy, asset management, wealth management, and business-to-business partnerships

 

     

 

CAREER HIGHLIGHTS

•  President, Data and Services, Mastercard Incorporated, a global payments and technology company (2020 – present)

•  President, U.S. Issuers, Mastercard Incorporated, a global payments and technology company (2016 – 2020)

•  BlackRock, Inc., a global asset manager

•  Managing Director, Head of iShares Wealth Advisory (2014 – 2015)

•  Managing Director, Global Chief Marketing Officer for iShares (2012 – 2013)

•  Citigroup, Inc., a global financial institution

•  Managing Director, Head of CitiBusiness for Citibank (2010 – 2012)

•  Managing Director, Global Head of Strategy (2008 – 2009)

•  Various positions at U.S. Trust Company, a private wealth advisory firm (2006 – 2008), McKinsey & Company, a global strategy consulting firm (1994 – 2006) and AT&T Bell Laboratories, a research and development organization (1992 – 1993)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Trustee, Mount Holyoke College (2017 – present)

•  Member, Global Board, American India Foundation (2019 – present)

•  Member, Management Board, Stanford Graduate School of Business (2017 – 2020)

•  Adjunct Professor, Columbia University Graduate School of Business (2012 – 2017)

•  David Rockefeller Fellow (2017 – 2018)

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       7  


 

 

LOGO

 

Susan N. Story, 61

Lead Independent Director (since 2016)

 

 

Director Since: 2008

 

RJF Committees

•  CGN&C

•  Securities Repurchase Committee

•  Securities Offerings Committee

 

Other Public Directorships

•  Current: Dominion Energy, Inc.; Newmont Corporation

•  Former (past 5 years): American Water Works Company, Inc. (2014 – 2020)

     

 

KEY EXPERIENCE AND QUALIFICATIONS

  
      
     

 

•  Leadership and strategy: Leadership as former CEO of American Water Works Company, Inc., a $30 billion publicly traded company, has given her in-depth experience with addressing national economic challenges and regulatory and legislative issues

•  Experience managing highly-regulated industries: An over six-year tenure as CEO (with prior experience as CFO) of the largest publicly-traded water and wastewater utility in the U.S., operating a highly-regulated utility business in 14 states and market-based businesses in 45 states, together with seven years as CEO of an electric utility in Florida, have provided extensive skills relating to interaction with state and federal regulators and managing complex organizations

•  Technology, cyber security and human capital management: Extensive experience developing and implementing technological advances, including artificial intelligence (AI) and machine learning; overseeing critical infrastructure cyber security protocols and working with the Department of Homeland Security, Department of Defense and state FUSION agencies; recruiting, hiring and training an evolving workforce population as well as pioneering strategic workforce planning based on operational technology disruption; and mitigating rising employee healthcare costs through innovative partnerships and programs

 

     

 

CAREER HIGHLIGHTS

•  American Water Works Company, Inc., a U.S. publicly traded water and wastewater utility company

•  President, Chief Executive Officer and director (2014 – 2020)

•  Chief Financial Officer (2013 – 2014)

•  The Southern Company, a U.S. regulated electric utility and natural gas distribution company

•  Chief Executive Officer, Southern Company Services, Inc., Executive Vice President of Southern (2011 – 2013)

•  President and Chief Executive Officer, Gulf Power Company, Inc. (2003 – 2010)

•  Executive Vice President, Engineering and Construction (2001 – 2003)

•  Senior Vice President of Southern Power Company (2001 – 2003)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

•  Board of Advisors, H. Lee Moffitt Cancer Center and Research Institute

•  National Council of Chief Executives

•  Advisor and founding member, NYSE Board Advisory Council

•  Financial co-sponsor, with American Water Works Company, of $1 million partnership with the Jacki Joyner-Kersee Winning in Life® program to extend opportunities in economically distressed communities

 

8   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

Board Structure and Governance Practices

Role of the Board

Raymond James’ business and affairs are managed under the direction of the Board of Directors. The role of the Board is to oversee management of the company in its efforts to enhance shareholder value and conduct the company’s business in accordance with its mission statement. In this vein, the Board’s duties include assisting management with assessing long-range strategies for the company and evaluating management performance.

Corporate Governance Principles

The Board has adopted Corporate Governance Principles, which are available in the Investor Relations section of the company’s website at www.raymondjames.com (the “company’s website”). This document describes the principles the Board follows with respect to, among other matters, the Board’s:

 

•   role and duties

  

•   size and composition

•   director responsibilities

  

•   leadership structure

•   committees

  

•   access to officers, employees and advisors

•   director compensation

  

•   confidentiality

•   annual performance self-evaluation

  

•   communications with shareholders

The Board’s Role in Risk Oversight

The Board exercises oversight responsibility with respect to management’s responsibilities to assess and manage our key risks, including market, credit, liquidity, operational, model, compliance, compensation and reputational risk. The Board has delegated aspects of its oversight responsibility to each of the Audit and Risk Committee (“ARC”) and the CGN&C Committee.

The ARC is appointed by the Board to assist it in monitoring (i) the integrity of the company’s financial reporting, (ii) the independent accountants’ qualifications, independence and performance, (iii) the company’s systems of internal controls, (iv) the performance of the company’s Internal Audit Department, (v) the company’s Risk Governance Structure, and (vi) the company’s Compliance Risk Management Framework and compliance with legal and regulatory requirements.

The CGN&C Committee’s risk oversight role is to review management’s evaluation of the relationship between our compensation policies and practices and risks arising for the company, and to take steps to prevent such policies and practices from encouraging unnecessary or excessive risk-taking. The CGN&C Committee also takes any action necessary to help the company comply with rules and regulations relating to compensation programs and their relationship to risk management.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       9  


 

 

Board Composition and Skills

The Board currently consists of twelve (12) directors. The Board does not consider individual directors to be responsible for particular areas of the Board’s focus or specific categories of issues that may come before it. Rather, the Board seeks to assemble a group of directors that, as a whole, represents a mix of experiences and skills that allows appropriate deliberation on all issues that the Board might be likely to consider. The following information pertains to our non-executive directors:

 

 

LOGO

The table below summarizes the range of selected qualifications and experiences that each non-executive director brings to our Board. The skills included in this table are evaluated against our strategy so that the table can serve as an up-to-date tool for identifying non-executive director nominees who collectively have the complementary experience and skills to guide the company. This summary is not intended to be a complete description of all of the skills and attributes possessed by each director.

 

10   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

Additional information about each Board member’s background, business experience and other matters, as well as a description of how each individual’s experience qualifies him or her to serve as a director, is provided above under the heading Item 1. – Election of Directors – Our Directors.

 

             
    

Financial

Industry

Experience

 

Chair & CEO

Experience

 

Financial

Reporting

 

Corporate

Governance

 

Risk

Management

  Technology
   

Marlene Debel

 
           
   

Robert M. Dutkowsky

           
   

Jeffrey N. Edwards

 
           
   

Benjamin C. Esty

 
           
   

Anne Gates

             
   

Gordon L. Johnson

 
           
   

Roderick C. McGeary

           
   

Raj Seshadri

 
         
   

Susan N. Story

             

Director Qualifications

The Board believes there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position on the Board, including that such nominee:

 

•   demonstrate high standards of integrity and character

  

•   offer important perspectives on some aspect of the company’s business based on experience

•   may not be on the boards of more than three (3) other public companies

  

•   may not be subject to certain convictions or judgments of courts or regulatory authorities

Nominating Process and Succession Planning

The CGN&C Committee reviews the experience and qualifications of all potential nominees to the Board. In considering director candidates, the CGN&C Committee generally assembles all information regarding a candidate’s background and qualifications, evaluates his or her mix of skills and qualifications and determines the contribution that the candidate could be expected to make to the overall functioning of the Board, giving due consideration to the Board balance of diversity of perspectives, backgrounds and experiences. The CGN&C Committee routinely considers diversity as a part of its deliberations, but does not have a formal policy regarding diversity. With respect to current directors, the CGN&C Committee annually evaluates the individual’s past participation in, and contributions to, the activities of the Board. The CGN&C Committee recommends director nominees to the Board based on its assessment of overall suitability to serve.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       11  


 

 

Illustrated below is an overview of the process used by the CGN&C Committee to identify the desired skills and experience of candidates as well as evaluate potential candidates for the Board.

 

 

LOGO

Nominations by Shareholders

The CGN&C Committee will consider candidates recommended for nomination to the Board by shareholders under Florida law and our By-laws. Our By-laws contain advance notice and a number of other requirements applicable to any shareholder nomination, including a description of the information that must be included with any such proposal. The manner in which the committee evaluates candidates recommended by shareholders would be generally the same as any other candidate. However, the CGN&C Committee would also consider information concerning any relationship between a shareholder recommending a candidate and the candidate to determine if the candidate can represent the interests of all shareholders. The committee would not evaluate a candidate recommended by a shareholder unless, among the other requirements of our By-laws, the shareholder’s proposal contains all of the information necessary to conduct an evaluation. For information regarding shareholder proposal deadlines, please see below under “Additional Information — Shareholder Proposals for the 2022 Annual Meeting.”

Election of Directors

Each director is elected by shareholders at our annual meeting for a term of one (1) year (subject to extension until a successor is duly elected and qualified and subject to such director’s earlier resignation or removal). Under our By-laws, unless the election is contested, each director nominee must receive a majority vote to be elected. A “majority vote” means that the number of votes cast in favor of a nominee exceeds the number of votes cast against the nominee. In a contested election, directors are elected by a plurality of the votes cast. A “plurality vote” means that the nominee who receives more votes than any other nominee is elected.

In addition, each director nominee must tender an irrevocable conditional resignation to the company, to be effective only upon (i) the director’s failure to receive the required shareholder vote in an uncontested election, and (ii) Board acceptance of such resignation. If any nominee fails to receive the required vote, the CGN&C Committee will recommend that the Board accept the resignation unless it determines that the best interests of the company and its shareholders would not be served by doing so. Absent such determination, the Board will accept the resignation no later than 120 days from the certification of the shareholder vote, subject to maintaining compliance with NYSE or SEC

 

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rules. The Board will promptly disclose publicly its decision to accept or reject such resignation and the reasons therefor.

Director Tenure

We believe that non-executive directors (those directors who are not officers or employees of the company) who have longer-term experience with the company have gained a level of familiarity with its operations that enables them to make valuable contributions to Board deliberations. Nevertheless, our Corporate Governance Principles contemplate that directors are normally expected to serve no more than 12 years on the Board. The Board reserves the right, in extraordinary circumstances, to waive this limitation to allow a director—if elected by the shareholders—to serve up to three additional one-year terms. In this connection, the Board has determined (as it did previously in 2020 and 2021) that the need for continuity of service of the company’s Lead Director, Susan Story, constitutes a sufficient basis for waiving the above tenure limitation to permit her to serve a further one-year term.

Board Leadership Structure

The Board believes it is in the company’s best interests to periodically evaluate its leadership structure and make a determination regarding whether to separate or combine the roles of chairman and chief executive officer (“chief executive officer” or “CEO”) based on circumstances at the time of its evaluation. By retaining flexibility to adjust the company’s leadership structure, the Board believes that it is best able to provide for appropriate management and leadership of the company and address any circumstances the company may face. Since 2017, our CEO, Mr. Paul Reilly, has also served as Chairman of the Board. The Board believes that a combined chairman/chief executive officer structure provides the company with a single leader who communicates the firm’s business and strategy to our shareholders, clients, employees, regulators and the public, promoting accountability for the company’s performance. For these reasons, the Board believes that our existing board leadership structure continues to be the most appropriate one for the company. Nevertheless, the Board may reassess the appropriateness of this structure at any time, including following future changes in Board composition, in management, or in the character of the company’s business and operations.

Lead Independent Director

The Board also believes that independent leadership is important, and it has appointed an independent director, Susan N. Story, who has served as lead director (“Lead Director”) since 2016. Ms. Story’s knowledge of the company’s business and strategy from her years of service as a director, together with her significant executive leadership experience, contribute to her ability to effectively fulfill the role of Lead Director. The Board has structured the role of our Lead Director to strike an appropriate balance to the combined Chairman and CEO role and to fulfill the important requirements of independent leadership on the Board.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       13  


 

 

The Board has approved a Charter for the Lead Director, which provides that the Lead Director is elected by the independent directors for a renewable term of three years. The charter also sets forth the Lead Director’s specific responsibilities, including to:

 

    preside at Board meetings in the absence of the Chairman, subject to the By-laws

 

    review and approve Board meeting agendas and schedules

 

    advise on information submitted to the Board

 

    serve as liaison for communication between non-executive directors and shareholders

 

    communicate individual performance feedback from board peer evaluations in private meetings with each director
    preside over executive sessions of non-executive directors

 

    recommend topics for Board consideration

 

    serve as a liaison between non-executive directors and the Chairman

 

    with the CGN&C Committee, facilitate the Board’s annual self-evaluation process

 

    assist CGN&C Committee in conducting its performance evaluation of CEO and in CEO succession planning
 

 

The Charter of the Lead Director, which is available on the company’s website, provides a more detailed description of the role and responsibilities, qualifications, and the procedures for appointment of, the Lead Director.

Code of Ethics and Directors’ Code

As part of our ethics and compliance program, our Board has approved:

 

   

Code of Ethics for Senior Financial Officers (the “Code of Ethics”) which applies to our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions, and

 

   

Code of Business Conduct and Ethics for Members of the Board of Directors (“Directors’ Code”) that applies to all members of the Board.

Both the Code of Ethics and the Directors’ Code are posted on our company’s website. We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, the Code of Ethics or the Directors’ Code by posting such information on our website. The company also maintains a reporting hotline (888-686-8351), where employees and individuals outside the company can anonymously submit a complaint or concern regarding compliance with applicable laws, rules or regulations, the Code of Ethics, as well as accounting, auditing, ethical or other concerns.

Engagement with Shareholders

The Board believes that fostering long-term relationships with shareholders and maintaining their trust and goodwill is a top priority for the company. Senior management conducts engagements with key shareholders throughout the year in order to ensure that our management and Board understand and address the issues that are important to our shareholders. These engagements cover a wide range of issues, such as strategy, financial performance, governance and other current matters. In addition to our quarterly earnings releases and related conference calls, we release monthly operating metrics. Our chief executive officer, chief financial officer and our head of investor relations generally attend several investor conferences each year and also participate in “roadshows” to meet with our investors. In addition, we typically host an annual Investor Day at which our senior executives make presentations concerning a wide variety of strategic and financial matters. Our chief financial officer and our head of investor relations also speak with analysts and investors throughout the year. Individual members of our Board may also be involved in appropriate cases. For information on how to contact members of our Board, please see the section below entitled “Additional Information—Communications with the Lead Director and Non-Executive Directors.”

 

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Executive Sessions

The non-executive directors meet in executive session without management at least four times per year during regularly-scheduled Board meetings. Ms. Susan N. Story, our Lead Director, presided at the regular executive sessions of the non-executive directors. In addition, the independent non-executive directors in each of the ARC and the CGN&C Committee generally meet in executive session in conjunction with the regularly-scheduled meetings of such committees.

Committee Membership and Meetings

The Board has delegated authority to committees to assist in overseeing the management of the company. The members and chair of each committee are appointed and removed by the Board. The committee chairs review and approve agendas for all meetings of their respective committees. The responsibilities of the ARC and the CGN&C Committee are defined in their respective charters, which incorporate the applicable requirements of the SEC and NYSE and are available at the company’s website at www.raymondjames.com/investor-relations/corporate-governance/charters.

The following table identifies the Board’s committees, their respective members, and provides information about meetings during the fiscal year ended September 30, 2021 (“fiscal 2021”).

 

Director

  

Audit and

Risk Committee

     Corporate
Governance,
Nominating and
Compensation
Committee
     Securities
Repurchase
Committee
   Securities
Offerings
Committee

Marlene Debel(1)

  

 

M

 

  

 

 

  

  

Robert M. Dutkowsky

  

 

 

  

 

M

 

  

  

Jeffrey N. Edwards

  

 

 

  

 

M

 

  

M

  

M

Benjamin C. Esty

  

 

C

 

  

 

 

  

  

Anne Gates

  

 

M

 

  

 

 

  

  

Gordon L. Johnson

  

 

 

  

 

C

 

  

  

Roderick C. McGeary

  

 

M

 

  

 

 

  

  

Raj Seshadri

  

 

M

 

  

 

 

  

  

Susan N. Story

  

 

 

  

 

M

 

  

M

  

M

Thomas A. James

  

 

 

  

 

 

  

M

  

M

Paul C. Reilly

  

 

 

  

 

 

  

M

  

M

Francis S. Godbold

  

 

 

  

 

 

  

  

AM

Fiscal 2021 Committee Meetings

Total Committee Meetings

  

 

9

 

  

 

6

 

         

 

 

M — Member, C — Chair, AM — Alternate Member

 

  (1)

Appointed effective December 2, 2020.

The Board has affirmatively determined that each member of the ARC and the CGN&C Committee is “independent” under NYSE and SEC rules. The Board has further determined that each member of the ARC is “financially literate” and that each of Ms. Debel, Ms. Gates and Messrs. Esty and McGeary qualifies as an “audit committee financial expert” and has “accounting or related financial management expertise” under applicable NYSE or SEC rules.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       15  


 

 

Audit and Risk Committee

The ARC’s responsibilities include:

 

   

oversight of the independent auditor, including annually reviewing the independent auditor’s report and evaluating its qualifications, performance and independence

 

   

reviewing and discussing with management and the independent auditor (i) the audited financial statements and related disclosures, (ii) earnings press releases, (iii) critical accounting policies, (iv) internal controls over financial reporting and disclosure controls and procedures, (v) use of non-GAAP financial measures, and (vi) any audit problems

 

   

oversight of the company’s internal audit function

 

   

oversight of management’s responsibilities to manage key risks, including the company’s enterprise risk management program

 

   

oversight of the company’s risk governance structure

 

   

reviewing reports from the chief compliance officer and general counsel

The Audit and Risk Committee charter provides a more detailed description of the role and responsibilities of this committee.

Corporate Governance, Nominating and Compensation Committee

The CGN&C Committee’s responsibilities for compensation matters include:

 

   

annually approving senior management compensation structure

 

   

annually setting criteria for compensating the CEO, evaluating his or her performance and determining the amount of his or her compensation

 

   

approving and overseeing the administration of equity-based and other incentive compensation plans

 

   

annually recommending to the Board the amounts of company contributions to employee benefit plans, and

 

   

overseeing administration of other employee benefit plans.

The CGN&C Committee’s responsibilities for nominations and corporate governance include:

 

   

reviewing the qualifications and experience of potential director nominees and recommending them to the Board

 

   

reviewing succession planning for the CEO and other senior management positions

 

   

developing and monitoring compliance with corporate governance policies

 

   

leading the Board and its committees in annual reviews of their performance

 

   

periodically reviewing and assessing our codes of ethics and recommending changes to the Board

 

   

reviewing and approving policies and procedures with respect to related person transactions, and reviewing, approving, disapproving or ratifying such transactions

 

   

recommending reasonable director compensation to the Board, and

 

   

exercising sole authority to retain director candidate search firms, including determining their compensation and terms of engagement.

The CGN&C Committee charter provides a more detailed description of the role and responsibilities of this committee.

 

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Securities Repurchase Committee

The Securities Repurchase Committee has authority (as determined by the Board) to approve certain purchases of our stock or notes from time to time. It does not have a separate charter or chair.

Securities Offerings Committee

The Securities Offerings Committee has authority (as determined by the Board) to approve the terms of securities offered by the company. It does not have a separate charter or chair.

Meeting Attendance

During fiscal 2021, the Board held four meetings (not including committee meetings). Each director nominated for re-election at the Annual Meeting attended one hundred percent (100%) of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which he or she served during fiscal 2021. The company’s executive committee also attends each regularly-scheduled Board meeting, as the Board believes that this direct exposure facilitates the deepest understanding and alignment of the firm’s strategy and also permits the Board to directly evaluate the performance of each executive committee member. It is the policy of the Board that all directors attend the annual meeting of shareholders. All of our directors then in office attended the February 2021 annual meeting of shareholders. In addition to formal meetings, the Board met informally during fiscal 2021 to receive updates from the CEO, CFO, Chief Human Resources Officer, General Counsel and other members of executive management regarding the company’s response to the COVID-19 pandemic and its strategic, financial and employee health and safety implications, as well as other general strategic matters.

Management Succession Planning

The Board believes that effective management succession planning, particularly for the CEO role, is important for the continued success of the company. Among the responsibilities of the CGN&C Committee is the review of succession plans for the CEO and other senior management positions. Consequently, our CEO and chief human resources officer regularly make detailed presentations to the CGN&C Committee and the Board on senior management succession plans and individual development plans for identified successors. This information is compiled through an organization-wide process designed to identify potential successors, evaluate the “readiness” of internal candidates and identify situations where the company may need to consider external talent. The Board discusses the development plans of succession candidates, particularly for the CEO role, and monitors such candidates’ progress. High potential leaders are also given exposure to all Board members through formal presentations and informal events, which provide directors with opportunities to personally assess the candidates’ skills and leadership capabilities.

Reorganization of Board Committees

In order to maintain corporate governance best practices and respond to new regulatory requirements, the Board reviews its corporate governance practices and the charters for its standing committees at least annually. The Board is aware of shareholders’ evolving interest in ESG concerns and believes that each of its committees has a role to play in governance of the firm’s ESG-related responsibilities and commitments. In December of 2021, the Board determined to restructure its committees to better address the evolving needs of the company and the evolving regulatory governance landscape. As a part of this restructuring, the Board of Directors split the CGN&C Committee into two committees: the Corporate Governance and ESG Committee and the Compensation and Talent Committee. This split will take effect immediately following the regular meeting of the Board and its committees scheduled for February 24, 2022.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       17  


 

 

The Board determined that the new Corporate Governance and ESG Committee should retain all of the nominating and corporate governance responsibilities previously exercised by the CGN&C Committee. In addition, this new committee will discharge the Board’s responsibilities to oversee the company’s strategies, policies and programs with respect to environmental, social and governance (ESG) matters.

Similarly, the Board determined that the Compensation and Talent Committee should retain all of the compensation oversight responsibilities previously exercised by the CGN&C Committee. In addition, this new committee will discharge the Board’s responsibilities to oversee the company’s development and succession plans for the CEO, other executive officers and senior management positions, as well as the company’s strategies and policies related to human capital management, including diversity and inclusion.

The members of the new Corporate Governance and ESG Committee are planned to be Ms. Gates (Chair), Messrs. Edwards, Esty and Johnson, and Ms. Story.

The members of the new Compensation and Talent Committee are planned to be Mr. Johnson (Chair), Messrs. Dutkowsky and Edwards, and Ms. Seshadri.

The Board believes that having separate committees to oversee these areas of focus will provide the proper support and resources for these crucial and evolving activities. Each new committee will be comprised solely of directors who have been determined to meet the definition of an “independent director” in accordance with NYSE listing standards. The Board has adopted new charters for each of the new committees that set forth a more detailed statement of the respective committee’s roles and responsibilities. These charters will be posted on the company’s website on the effective date of the reorganization. The following graph sets forth the allocation of oversight responsibilities for ESG matters by committee, effective February 24, 2022:

 

LOGO

In addition, the Board determined to combine the Securities Repurchase Committee and the Securities Offerings Committee into a single committee to be known as the Capital Planning Committee. The Capital Planning Committee will provide oversight of the firm’s capital and liquidity planning process and decision-making. The committee will

 

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review metrics and tolerances for managing capital and liquidity, oversee capital and liquidity projections and stress tests, and approve (or recommend approval to the full Board, as applicable) certain capital and liquidity actions, such as dividends, share repurchase authorizations, and issuances of debt or equity securities. The members of the Capital Planning Committee are planned to be Messrs. Reilly, James, Edwards and Ms. Story. The Capital Planning Committee will not have a separate written charter.

As a result of the reorganization, effective in February 2022 the Board of Directors will have four (4) standing committees: the Audit and Risk Committee, the Corporate Governance and ESG Committee, the Compensation and Talent Committee and the Capital Planning Committee.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       19  


 

 

Director Compensation

The CGN&C Committee reviews and determines the compensation paid to non-executive directors at least every three years. We also reimburse each of our non-executive directors for their travel expenses incurred in connection with attendance at Board and committee meetings. Directors who are Raymond James employees (Messrs. Godbold, James and Reilly) do not receive any additional compensation for their services as directors. In determining non-executive director compensation, the committee considers, among other things, the following principles:

 

   

that the compensation should fairly pay for the work, time commitment and effort required from directors of an organization with the size and scope of business activities similar to the company, including service on committees,

 

   

that a component of compensation should be designed to align the directors’ interests with the long-term interests of shareholders, and

 

   

that director independence may be impaired if director compensation exceeds customary levels.

As a part of its review, the committee has engaged Pay Governance LLC as a third-party consultant to report on comparable non-executive director compensation practices and levels. No executive officer of the company is involved in determining or recommending non-executive director compensation levels.

The company has not increased the Annual Retainer and Shares Fee paid to its directors since May 2017. During its May and August 2021 meetings, the committee considered comparative market data on director compensation presented by its compensation consultant. At their respective December 2021 meetings, the CGN&C Committee recommended, and the Board approved, the annual fees for non-executive directors described in the table below, to be effective commencing with the Board and committee meetings in February 2022. These amounts reflect increases of $20,000 in the annual cash retainer and $30,000 in the value of the shares fee, as well as the supplemental cash fees for committee leadership roles on the new committees. All annual cash fees are paid in quarterly installments in arrears for the period of service between regularly-scheduled Board meetings. The company does not pay meeting attendance fees.

 

Director Fee Type    Description    Amount  
     
Annual Retainer    Cash retainer    $ 120,000  
     
Shares Fee    Restricted stock unit (“RSU”) award vesting on 1st anniversary of grant    $ 180,000  
     
Lead Director Fee    Supplemental cash fee for board leadership role    $ 40,000  
     
ARC Chair Fee    Supplemental cash fee for committee leadership role    $ 60,000  
     
Corporate Governance and ESG Committee Chair Fee    Supplemental cash fee for committee leadership role    $ 25,000  
     
Compensation and Talent Committee Chair Fee    Supplemental cash fee for committee leadership role    $ 25,000  

We have also entered into indemnification agreements with each of our non-executive (and executive) directors, which provide for indemnification, to the fullest extent permitted by applicable law, with respect to all expenses and claims that a director incurs in connection with any event or occurrence related to the fact that the director was serving as a director, officer, fiduciary, employee, agent or advisor of Raymond James or any of our affiliates. Pursuant to the agreements, directors may also obtain advancement of certain expenses in connection with indemnified claims. (A copy of the form of indemnification agreement is exhibit 10.8 to our 2021 Annual Report to Shareholders, as filed with the SEC.)

 

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We encourage our directors to attend educational programs that assist them in the performance of their duties, and we reimburse reasonable costs of such attendance where approved in advance by the company.

Director Compensation Table for 2021

The following table sets forth the compensation paid to our non-executive directors for services during fiscal 2021.

 

         

Name(1)

   Fees Paid
in Cash(2)
    Stock
Awards(3)
    All Other
Compensation(4)
   Total  
   

Charles G. von Arentschildt(5)

   $ 50,000     $     $2,222    $ 52,222  
   

Marlene Debel(6)

   $ 75,000     $ 187,519 (7)    $      —    $ 262,519  
   

Robert M. Dutkowsky

   $ 100,000     $ 150,015 (8)    $2,222    $ 252,237  
   

Jeffrey N. Edwards

   $ 100,000     $ 150,015 (8)    $2,222    $ 252,237  
   

Benjamin C. Esty

   $ 160,000     $ 150,015 (8)    $2,222    $ 312,237  
   

Anne Gates

   $ 100,000     $ 150,015 (8)    $2,222    $ 252,237  
   

Gordon L. Johnson

   $ 178,000 (9)    $ 175,041 (10)    $3,239    $ 356,280  
   

Roderick C. McGeary

   $ 100,000     $ 150,015 (8)    $2,222    $ 252,237  
   

Raj Seshadri

   $ 100,000     $ 150,015 (8)    $2,222    $ 252,237  
   

Susan N. Story

   $ 140,000     $ 150,015 (8)    $2,222    $ 292,237  

 

 

 

  (1)

Mr. Godbold, our Vice Chairman, is an employee who does not receive any additional compensation for services as a director. Please see the section below entitled “Relationships and Related Transactions” for information regarding his compensation as an employee. Mr. Godbold has not been re-nominated by the Board for re-election at the Annual Meeting.

 

  (2)

Includes the annual retainer and, as applicable, Lead Director and committee chair fees.

 

  (3)

The amounts shown in this column represent the aggregate grant date fair value of restricted stock units (‘‘RSUs’’) granted to our directors who are not Named Executive Officers in fiscal year 2021, computed in accordance with Accounting Standards Codification (ASC) Topic 718 (“ASC Topic 718”). The grant date fair value for RSUs is measured based on the closing price of our common stock on the date of grant.

 

  (4)

All other compensation represents accrued dividend equivalents on unvested RSUs as of September 30, 2021.

 

  (5)

Mr. von Arentschildt resigned from the Board in February 2021.

 

  (6)

Ms. Debel was appointed to the Board in December 2020.

 

  (7)

Includes 605 RSUs awarded to Ms. Debel on December 2, 2020 at a grant date fair value per share of $61.99 upon her appointment to the Board and 1,925 RSUs granted on February 18, 2021 at a grant date fair value per share of $77.93. These awards vest on the first anniversary of the respective grant.

 

  (8)

This award of 1,925 RSUs was granted on February 18, 2021 at a grant date fair value per share of $77.93. This award vests on the first anniversary of the grant.

 

  (9)

The fees paid in cash to Mr. Johnson include $48,000 paid to him by Raymond James Bank for his service as a director.

 

  (10)

Includes 1,925 RSUs granted on February 18, 2021 at a grant date fair value per share of $77.93 and 323 RSUs awarded to Mr. Johnson on February 19, 2021 at a grant date fair value per share of $77.48 for service as a director of Raymond James Bank. These awards vest on the first anniversary of the respective grant.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       21  


 

 

The aggregate number of share awards outstanding, as of September 30, 2021, for each of our non-executive directors was as follows:

 

   
Name    Restricted
Stock Units
Outstanding
(#)(1)
 
   
Charles G. von Arentschildt      0  
   
Marlene Debel      2,530  
   
Robert M. Dutkowsky      1,925  
   
Jeffrey N. Edwards      1,925  
   
Benjamin C. Esty      1,925  
   
Anne Gates      1,925  
   
Gordon L. Johnson      2,338  
   
Roderick C. McGeary      1,925  
   
Raj Seshadri      1,925  
   
Susan N. Story      1,925  

 

 

 

  (1)

As adjusted to reflect the company’s 3-for-2 stock split by means of a stock dividend effected on September 21, 2021.

Stock Ownership Policy for Directors and Executive Officers

The Board maintains a Directors and Executive Officers Stock Ownership Policy that stipulates the following ownership levels of shares of our common stock that non-executive directors and executive officers are required to attain within five years of their election or the policy’s most recent adoption / revision (November 21, 2019).

 

Title   Holding requirement   Valuation   What counts?
       

Non-executive director

  5X annual retainer   Average of NYSE closing price during 60 days prior to measurement  

•  Shares owned directly or jointly with family members

•  Shares owned indirectly

•  Unvested time-based restricted stock and RSUs

 

Chief Executive Officer

  7X annual salary

Executive Officers

  3X annual salary

An individual’s compliance with the policy is tested annually as of the last trading day of each fiscal year. Until the required ownership level is achieved, each individual must retain 100% of the net shares (after deductions for taxes or option exercise price) obtained through the company’s share incentive plans.

 

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The following table shows, as of September 30, 2021, the progress of our non-executive directors towards meeting the requirements of the policy.

 

Name    Year Service
Commenced
   Shares of
Stock Held
(#) (1)
     Restricted Stock
Units Held
(#) (1)
   Total Shares
Held
(#) (1)
   Share
Ownership
Goal  Met (2)

Marlene Debel

  

2020

  

 

 

  

2,530

  

  2,530

  

Robert M. Dutkowsky

  

2018

  

 

5,898

 

  

1,925

  

  7,823

  

Jeffrey N. Edwards

  

2014

  

 

23,326

 

  

1,925

  

25,251

  

Benjamin C. Esty

  

2014

  

 

22,276

 

  

1,925

  

24,201

  

Anne Gates

  

2018

  

 

7,330

 

  

1,925

  

  9,255

  

Gordon L. Johnson

  

2010

  

 

33,849

 

  

2,338

  

36,187

  

Roderick C. McGeary

  

2015

  

 

14,836

 

  

1,925

  

16,761

  

Raj Seshadri

  

2019

  

 

4,264

 

  

1,925

  

  6,189

  

Susan N. Story

  

2008

  

 

42,612

 

  

1,925

  

44,537

  

 

 

 

  (1)

As adjusted to reflect the company’s 3-for-2 stock split by means of a stock dividend effected on September 21, 2021.

 

  (2)

Based on our current compensation practices, it is anticipated that Ms. Debel will attain her share ownership goal within the time period prescribed by the policy.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       23  


 

 

COMPENSATION MATTERS

Compensation Discussion and Analysis

Introduction

This section presents a discussion and analysis of the philosophy and objectives of the CGN&C Committee (“Committee”) in designing and implementing compensation programs for our executive officers. We describe the compensation decisions relating to our chief executive officer, chief financial officer, and our next three most highly-compensated executive officers (collectively, “named executive officers” or “NEOs”), who for 2021 were:

 

  Name   Title
   
  Paul C. Reilly   Chairman and Chief Executive Officer
   
  Paul M. Shoukry   Chief Financial Officer (CFO) and Treasurer
   
  James E. Bunn   President — Global Equities and Investment Banking
   
  John C. Carson, Jr.   President(1)
   
  Bella Loykhter Allaire   Executive Vice President — Technology and Operations

 

(1) Mr. Carson will retire from his position effective December  31, 2021.

Objectives of our Compensation Program

We compete for talent with other large financial services firms throughout the United States, Canada, the United Kingdom and Europe, and our ability to sustain or improve our position in this highly competitive environment depends substantially on our ability to continue to attract and retain the most qualified employees. We thus strive to maintain compensation programs that enable us to attract, motivate and retain high-quality executive officers and ensure that their individual interests are aligned with those of our shareholders. Our goal is to reward executive officers for the achievement of near-term and long-term strategic and operational goals, while at the same time avoiding excessive risk-taking. We therefore structure our incentive awards to include vesting, deferred payment, and cancellation and claw-back provisions that protect the company.

Our executive compensation program emphasizes discretionary variable annual performance compensation and long-term incentive compensation, a portion of which will be received by the executive only upon our attainment of specific financial targets. We adjust dollar amounts of annual awards and grants to reward achievement of the company’s financial and strategic objectives. In addition, a portion of long-term incentive compensation serves shareholders’ interests by conditioning vesting upon future performance that delivers on the company’s long-term business strategy. Our NEOs participate on the same basis as other employees in health and welfare, and paid time-off benefits.

 

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Performance Factors for Executive Officers

With an executive compensation program that is variable in nature, annual bonus determination begins with the evaluation of Raymond James’ overall performance. In addition, each executive officer establishes performance goals at the start of each fiscal year that are evaluated throughout the year. These firm and individual factors are then measured both qualitatively and quantitatively and are ultimately used to determine compensation.

 

Performance Factors    Established Goals
   
Financial Achievement   

Generate record results

 

•  Exceed budgeted net revenues

 

•  Exceed budgeted pre-tax income

 

•  Exceed Adjusted ROE(1) targets described in Performance RSU discussion

   
Business Growth   

Continue to support organic growth

 

•  Maintain active corporate development effort

 

•  Support integration and onboarding of acquisitions

 

•  Grow market share organically in each core business

 

•  Develop and execute long-term growth strategies

   
Operating Efficiency   

Balance expense management with high service levels

 

•  Evaluate and advance progress on strategic expense management initiatives

 

•  Develop a short and long-term associate mobility solution in response to COVID-19

 

•  Maintain respective business unit compensation ratio to net revenues at budgeted levels

   
General Management   

People management and the pandemic

 

•  Lead the firm through all aspects of the firm’s response to the COVID-19 pandemic (associate wellbeing, financial, service delivery and culture)

 

•  Coach and mentor senior leaders to continue to have strong leadership succession across all business units

 

•  Continuously reinforce firm’s values and culture

 

•  Continue focus on increasing diversity across the firm (especially at senior management level)

 

•  Relentlessly manage risks within the tolerances approved by the Board

 

•  Maintain strong relationships with all regulators

Use of Equity Compensation

We deliver a substantial portion of incentive compensation in the form of equity awards — generally restricted stock units (“RSUs”) — a portion of which will vest based on future performance of the company. The Committee believes that delivering equity aligns employee 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. Historically, the portion of these awards that vests has been determined by the company’s adjusted return on equity (“Adjusted ROE”)(1) performance over a three-year measurement period (“Adjusted Average ROE”(1)). These awards are also subject to cancellation and claw-back over a multi-year period.

Commencing with the 2021 awards, the vesting result determined by Adjusted Average ROE(1) performance will be subject to increase or decrease of up to 20% based on the company’s relative total shareholder return (“rTSR”) compared to a defined peer group of companies over a three-year measurement period (the “rTSR Adjustment”). The Committee believes that implementing the rTSR Adjustment will even further enhance the strong alignment of our long-term executive compensation with the interests of our shareholders. Maintaining Adjusted Average ROE(1) as the primary driver of

 

(1) Adjusted ROE and Adjusted Average ROE are non-GAAP measures. Please refer to Appendix A for a reconciliation of these measures to the most directly comparable GAAP measures and other required disclosures.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       25  


 

 

these rewards will allow executives to focus on measures they have direct influence on, while the rTSR adjustment will recognize factors that affect our industry and peers as a whole, thus providing an enhanced tie to the shareholder investment experience. For additional information, please see “Changes to our Compensation Practices.”

Awards to CEO. The annual bonus for our CEO is delivered 50% in cash and 50% in the form of RSUs. 60% of the portion paid in RSUs will vest on the third anniversary of the grant only if the company attains certain defined Adjusted Average ROE(1) levels (“performance RSUs” or “PRSUs”). As noted above, commencing with the 2021 grants, the portion of PRSUs that vest will be further subject to modification (increase or decrease) based on the company’s rTSR. The remaining 40% of the portion paid in RSUs will vest on the third anniversary of grant.

Awards to Other Executive Officers. Where the annual bonus of one of our other executive officers (including NEOs) exceeds $275,000, a variable portion of the amount over $250,000 is similarly delivered in RSUs. The proportion of bonus delivered in RSUs increases with the size of the bonus. Specifically, for each portion of the bonus that falls within the dollar parameters set forth in the following table, the indicated percentage is delivered in RSUs, with the balance delivered in cash:

 

Segment of Annual Bonus            Portion in RSUs                    Portion in Cash         
     
$250,000 – $500,000    10%   90%
     
$500,001 – $1,000,000    15%   85%
     
$1,000,001 – $2,000,000        20%   80%
     
$2,000,001 – $3,000,000      25%   75%
     
Above $3,000,000    50%   50%

Of the RSUs delivered to such other executive officers, 50% are performance RSUs that will vest on the third anniversary of the grant only if the company attains certain defined Adjusted Average ROE(1) levels. Commencing with the 2021 awards, the amount vesting will be further subject to modification (increases or decreases) based on the company’s rTSR, as further described herein. The remaining 50% of these RSUs vest on the third anniversary of grant.

Performance RSU Vesting Based on Adjusted Average ROE(1) with rTSR Adjustment.

The Committee has chosen Adjusted Average ROE(1) as its core metric to determine performance RSU vesting because it believes it is an appropriate indicator of the return the company is delivering on shareholders’ equity, since it reflects both bottom-line profitability and the manner in which the company is managing shareholders’ equity to generate such profitability. The Committee believes that Adjusted Average ROE(1) is particularly relevant for the financial services industry in light of the capital-intensive nature of many of our businesses, making it a useful measure of relative performance across many financial services firms. The Committee uses Adjusted Average ROE(1) as presented in our quarterly earnings releases, which excludes certain material items that are not indicative of our core operating results.

Commencing with the December 2021 award, the Committee implemented the rTSR Adjustment as a second performance metric to modify the vesting of PRSUs. For additional information, please see “Changes to our Compensation Practices.”

 

(1) Adjusted ROE and Adjusted Average ROE are non-GAAP measures. Please refer to Appendix A for a reconciliation of these measures to the most directly comparable GAAP measures and other required disclosures.

 

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The Committee determines the appropriate Adjusted Average ROE(1) vesting scale for the grant of each year’s performance RSUs. The performance RSUs will vest — if at all — in an amount that falls between 50% and 150% of the stated target for the award, depending on the company’s Adjusted Average ROE(1) for the applicable measurement period. For the December 2021 awards, after calculating the portion of each award that would vest based on Adjusted Average ROE(1), the Committee will apply the rTSR Adjustment, which may increase or decrease the final share payout by up to 20%, depending on the company’s percentile ranking within the peer group. At the time of grant, the Committee may positively or negatively adjust the Adjusted Average ROE(1) vesting scales for a particular grant year in order to reflect equity, interest rate and credit market conditions, as well as other factors outside the control of the company, and to ensure that vesting of these awards remains a challenge but is reasonably attainable considering our Board’s commitment to maintaining conservative capital levels. (The Committee does not adjust the vesting scales after the grant date for our performance RSUs.)

The three-year Adjusted Average ROE(1) performance with respect to the 2018 awards was 16.2%, resulting in vesting of 127% of the target amount.

For grants made in respect of fiscal 2021 performance, the Committee determined the following vesting formula (with results to be interpolated as necessary).

Awards Granted in Fiscal Year 2022

 

Adjusted 3-Year Average ROE(1)    RSU Vesting
Percentage
 

³17%

     150

15%

     125

13%

     100

11%

     75

9%

     50

<7%

     0

The vesting result determined by Adjusted Average ROE(1) performance will then be subject to modification, increase or decrease, of up to 20%, by the company’s rTSR compared to the peer group, with results to be interpolated between values:

 

   
Company rTSR Percentile Ranking         Adjustment to ROE  Result        
   
³ 75th% 120%
   
= 50th% 100%
   
£ 25th% 80%

 

  (1) 

Adjusted ROE and Adjusted Average ROE are non-GAAP measures. Please refer to Appendix A for a reconciliation of these measures to the most directly comparable GAAP measures and other required disclosures.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       27  


 

 

Our Compensation Practices

What We Do

LOGO 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.

LOGO 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.

LOGO Performance-based equity awards. The vesting of sixty percent (60%) for our CEO, and fifty percent (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. Commencing with the 2021 awards, such vesting calculation will be further modified (increased or decreased) by the rTSR Adjustment. See “Changes to our Compensation Practices.”

LOGO 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. Both our outstanding legacy stock options and the retention RSUs with which we have replaced them 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.

LOGO “Claw-back” policy. We maintain a robust compensation recoupment policy, which permits 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.

LOGO 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.

LOGO “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.

LOGO Limited perquisites. We provide very limited perquisites that provide a demonstrable benefit to the company’s business.

 

(1) Adjusted ROE is a non-GAAP measure. Please refer to Appendix A for a reconciliation of this measure to the most directly comparable GAAP measure and other required disclosures.

 

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What We Don’t Do

LOGO No long-term 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.

LOGO No dividends on unearned performance-based awards. We do not pay dividends or dividend equivalents on performance-based awards during the vesting period. Rather, dividends are deferred and paid only based on performance achieved, with no premiums.

LOGO 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.

LOGO No pledging by insiders. The company maintains a policy under which our directors and executive officers are prohibited from pledging our common stock. We amended our policy in fiscal 2021 to remove the possibility for an exception upon special application.

LOGO 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.

LOGO 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.

Consideration of Prior “Say on Pay” Vote

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

 

 

LOGO

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       29  


 

 

At the 2021 annual shareholders meeting, 95.69% of the votes cast were in favor of the “Say-on-Pay” proposal. We believe that the 2021 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.

Elements of Compensation

The Committee utilizes the following balanced mix of compensation elements for executive officers, with total compensation weighted heavily towards variable elements that reward longer-term performance.

 

     
Type   Pay Element & Purpose   How Amount Is  Determined
     

LOGO

 

 

 

Base Salary - Provides base level of pay

   

Internal and external market factors

   

 

   

Reviewed annually

     

LOGO

 

 

 

Annual Bonus - Cash
Provides competitive incentive opportunity

   

Based on company’s annual financial results and progress against strategic objectives

 

 

   

Funded from a pool not exceeding 6% of consolidated pre-tax income, with no individual bonus exceeding 3%

 

 

   

For CEO, bonus is delivered 50% in cash and 50% in equity awards

   

 

   

For other NEOs, a variable portion of bonus is delivered in equity awards

     

LOGO

 

 

 

Annual Bonus - Equity
Aligns executive with shareholder interests

   

For CEO, 50% of bonus delivered in RSUs, with 60% of RSUs performance-vesting and 40% time-vesting

 

 

 

Encourages retention by vesting at end of 3-year period

   

For other NEOs, a variable portion of bonus is delivered in RSUs, with equity proportion increasing with size of bonus

 

 

 

 

   

For other NEOs, 50% of RSUs vest on 3rd anniversary of grant, and remaining 50% vest, if at all, on 3rd anniversary of grant conditional on company performance

 

 

 

Performance vesting awards depend on company’s achievement of Adjusted ROE(1) and rTSR thresholds, thus further aligning executive with long-term shareholder interests

 

 

Performance vesting requires company to attain defined adjusted (non-GAAP) return on equity (“Adjusted ROE”)(1) average levels over a three-year vesting period, which is then, effective with the 2021 grants, modified by the rTSR Adjustment

   

 

   

Depending on Adjusted ROE(1) achieved, performance vesting RSUs may vest from 0% to 150% of stated target amount, which result is then, effective with the 2021 grants, modified by the rTSR Adjustment

     

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Retention Awards - RSUs
Aligns executive with shareholder interests

   

Annual time-vesting RSU grants to executives for retention purposes

   

 

 

Encourages retention by longer vesting period

   

Vests 60% on 3rd anniversary, and 20% on each of 4th and 5th anniversaries of grant

     

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Retirement Plan Contributions -
Profit Sharing, ESOP and LTIP align executive with shareholder interests since contributions are based on company financial results

 

 

   

 

   

Profit Sharing Plan

   

Contributions to Profit Sharing, ESOP and LTIP determined annually based on company performance

   

Employee Stock Ownership Plan (ESOP)

   

Profit Sharing and ESOP are qualified retirement plans covering all associates

   

Long Term Incentive Plan (LTIP) - Encourages retention by vesting each award only at end of five-year period

   

LTIP is a non-qualified retention plan for highly compensated employees which relates to earnings in excess of qualified plan compensation limits

   

401(k) Plan - Facilitates tax-
advantaged retirement savings

   

Modest matching of employee contributions into 401(k) Plan

 

(1) Adjusted ROE and Adjusted Average ROE are non-GAAP measures. Please refer to Appendix A for a reconciliation of these measures to the most directly comparable GAAP measures and other required disclosures.

 

30   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

Fiscal 2021 Company Performance Highlights

Strategic Execution. By remaining focused on our client-first strategy of providing outstanding service to our financial advisors and their clients, the firm generated record results and successfully executed several strategic initiatives during the year. In the Private Client Group segment, fiscal 2021 was a strong year for client asset growth, retention of advisors and financial advisor recruiting. In the Capital Markets segment, we achieved record investment banking and brokerage revenues and continued to make investments, including niche acquisitions, to expand and strengthen our platforms. The Asset Management segment continued to benefit from increased utilization of fee-based accounts by our Private Client Group clients. Raymond James Bank faced challenges due to the decline in short-term interest rates but generated strong loan growth and benefited from an improved credit environment.

The firm also continued to invest in service delivery and enhanced capabilities while focusing on improving operational efficiencies. Most importantly, we successfully implemented these strategic initiatives while maintaining our unique, client-focused culture.

Financial Performance. Our company generated record net revenues of $9.76 billion in fiscal 2021 and record net income of $1.40 billion, or $6.63 per diluted share. On a non-GAAP basis, adjusted net income was $1.49 billion,(1) or $7.05 per diluted share.(1) Our other financial accomplishments during the fiscal year included:

 

   

Net revenues increased 22% and earnings per diluted share increased 71% compared to fiscal 2020,

 

   

Adjusted earnings per diluted share of $7.05(1) increased 73% from $4.08(1) in fiscal 2020,

 

   

Our ROE for the fiscal year was 18.4%, or 19.5%(1) on an adjusted basis, both strong results particularly given our robust capital position throughout fiscal 2021,

 

   

The company repurchased 1.47 million shares of common stock for $118 million, at an average price of approximately $80.20 per share, and

 

   

The firm’s total capital ratio remained above 25% throughout the year, well above regulatory requirements.

 

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(1) Adjusted net income, adjusted earnings per diluted share, 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.

(2) During our fiscal fourth quarter of 2021 the Board of Directors approved a 3-for-2 stock split, effected in the form of a 50% stock dividend, payable September 21, 2021. All share and per share information has been retroactively adjusted to reflect this stock split.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       31  


 

 

The firm’s strong performance in fiscal 2021 was driven by record revenues and pre-tax income in the Private Client Group, Capital Markets and Asset Management segments. Additionally, the firm remained focused on improving operational efficiency and all of the segments generated operating leverage during the fiscal year.

 

   

Private Client Group — Record net revenues of $6.61 billion increased 19%, and record pre-tax income of $749 million increased 39%, compared to fiscal 2020. Record net revenues were driven primarily by strong growth in assets in fee-based accounts and a net increase in the number of financial advisors to a record of more than 8,400. Private Client Group assets under administration ended the fiscal year at a record $1.12 trillion, representing 26% growth over September 30, 2020.

 

   

Capital Markets — Record net revenues of $1.89 billion increased 46%, and record pre-tax income of $532 million increased 136%, over fiscal 2020 levels. Results in the Capital Markets segment were driven by record fixed income brokerage revenues and record investment banking revenues due to broad-based strength in merger and acquisition advisory, as well as underwriting activity.

 

   

Asset Management — Record net revenues of $867 million increased 21%, and record pre-tax income of $389 million increased 37%, over fiscal 2020. Record net revenues were driven primarily by growth in financial assets under management, which rose 25% to $191.9 billion at the end of the fiscal year. The annual growth in financial assets under management was attributable to strong net inflows in fee-based accounts in the Private Client Group and to equity market appreciation, which more than offset net outflows for Carillon Tower Advisers.

 

   

Raymond James Bank — Net revenues of $672 million decreased 12%, and pre-tax income of $367 million increased 87%, compared to fiscal 2020. Net loans grew 18% to end the fiscal year at $25.0 billion, driven by loans to Private Client Group clients and corporate loan growth. Despite strong loan growth, net interest income declined primarily due to the decrease in short-term interest rates since March 2020, which caused the Bank’s net interest margin to decline 68 basis points to 1.95% in fiscal 2021 from 2.63% in fiscal 2020. The increase in pre-tax income was due primarily to a bank loan benefit for credit losses in fiscal 2021 compared to a bank loan provision in the prior year. As the credit environment stabilized along with the economic recovery, the bank generated an annual loan benefit for credit losses of $32 million. Allowance for credit losses as a percent of total loans decreased to 1.27% from 1.65% in fiscal 2020.

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 them 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 2021 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.

 

32   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

Peer Group Comparisons

For 2021, the Committee utilized the following peer groups for the indicated NEOs:

 

Peer Group for Mr. Reilly — Chairman and CEO and Mr. Shoukry— CFO
     

Affiliated Managers Group

 

Franklin Resources Inc.

 

Northern Trust Corporation

     

Ameriprise Financial Inc.

 

Invesco Ltd.

 

State Street Corporation

     

Bank of New York Mellon

 

Jefferies Financial Group

 

Stifel Financial Corp.

     

Charles Schwab Corp.

 

Lazard Ltd.

 

T. Rowe Price Group Inc.

     

Edward Jones

 

LPL Financial Holdings Inc.

   

 

Peer Group for Mr. Bunn — President, Global Equities and Investment Banking
Head of Investment Banking Role   Head of Equities Role
   

Cowen Inc.

 

Cowen Inc.

   

SVB Leerink LLC

 

KeyCorp.

   

Moelis & Company Group LP

 

JMP Securities

   

Nomura Securities

 

SVB Leerink LLC

   

Robert W. Baird & Co.

 

Nomura Securities

   

William Blair & Company

 

Piper Sandler

   

Piper Sandler

 

Truist

   

Greenhill

 

William Blair & Company

   

Houlihan Lokey

 

Robert W. Baird & Co

   

Lazard Ltd.

 

Royal Bank of Canada

   
   

Wells Fargo Bank

 

Peer Group for Mr. Carson — President
     

Northern Trust Corporation

 

Robert W. Baird & Co.

 

Wells Fargo Bank

     

PNC Bank

 

Truist

   
     

Regions Financial Corporation

 

U.S. Bancorp

   

 

Peer Group for Ms. Loykhter Allaire — Executive Vice President — Technology and Operations
     

State Street Corporation

 

Franklin Templeton

 

Lazard Ltd.

     

Bank of New York Mellon

 

Invesco Ltd.

 

Northern Trust Corporation

     

Robert W. Baird & Co.

 

T. Rowe Price Group Inc.

 

LPL Financial Holdings, Inc.

Changes to our Compensation Practices

We made the following significant change to our compensation practices.

With the assistance of its independent executive compensation consultant, the Committee evaluates each year evolving “best practices” in executive compensation at publicly traded companies in the financial services industry. Following the most recent such evaluation, in December 2021 the Committee chose to introduce a second performance measure to be applied to modify the vesting of PRSUs granted to the executive officers, commencing with the December 2021 bonus grants.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       33  


 

 

After reviewing the recommendation of its consultant, the Committee chose to apply relative total shareholder return rTSR ranked on a percentile basis compared to a defined peer group over a three-year measurement period as the modifying factor. The rTSR Adjustment may increase or decrease the final payout results by up to 20 percent based on the company’s TSR percentile ranking within the peer group for the performance period, using multipliers set forth in the following table, with results to be interpolated between values:

 

Company rTSR Percentile Ranking          Adjustment to ROE Result        
   

³ 75th%

120%
   

= 50th%

100% (no adjustment)
   

£ 25th%

80%

The rTSR peer group consists of companies with which Raymond James competes for talent and shareholder capital, and may be adjusted by the Committee from time to time for a particular grant of PRSUs in accordance with pre-established guidelines. The peer group for the 2021 PRSU awards is identical to the peer group used for Mr. Reilly, our Chairman and CEO, as set forth above in the section entitled “Peer Group Comparisons” (but will not include privately-held Edward Jones). In order to smooth potential anomalies of spot pricing, rTSR will be calculated based on the 20 trading day average price of the company’s (and each peer company’s) common stock as of the starting and ending of the measurement period, and will assume reinvestment of dividends and other distributions. Each three-year measurement period will end on the company’s September 30 fiscal year end date.

The Committee believes that the rTSR Adjustment will further enhance the strong alignment of our long-term executive compensation with the interests of our shareholders, and that it will allow executives to focus on measures they have the ability to influence while also recognizing factors that affect our industry and peers, thus providing a more direct tie to the shareholder investment experience.

2021 Compensation Decisions

In November 2021, our chairman and chief executive officer, Mr. Reilly, evaluated the performance of the company and the individual performance of each executive officer, including the NEOs, against previously-determined individual goals. Mr. Reilly made recommendations to the Committee as to the amounts of annual bonus and retention RSUs to be awarded each executive officer (other than himself). The Committee reviewed and discussed such recommendations, as well as market data provided by its compensation consultant. The Committee evaluated the performance of Mr. Reilly and each of our other NEOs in light of all the above information. It then reviewed such information with the other non-executive directors, who engaged with the Committee in a thorough evaluation of the performance of Mr. Reilly and our other NEOs. Following such evaluations, the Committee approved the compensation described below.

Target Compensation for 2021

The Committee sets annual compensation targets for our executive officers. The 2021 compensation targets were based upon historical compensation, financial industry surveys and fiscal 2021 budget projections. In setting these targets, the Committee also stipulated that annual bonuses would be funded from a pool equal to 6% of consolidated pre-tax income, with no individual bonus to exceed 3% of such measure.

Individual Performance for 2021

Set forth below is a summary of the material accomplishments of each NEO and other important factors relevant to fiscal 2021, grouped by the areas of focus determined by the Committee at the beginning of the fiscal year, which the Committee considered in exercising its discretion to award compensation for 2021.

 

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Throughout another challenging year, our NEOs continued to effectively manage our business despite global economic uncertainty, increased focus on expense management and efforts to return to office. Fiscal 2021 performance included several successfully executed strategic initiatives and resulted in record net revenues and net income during the year. Fiscal 2021 net revenues increased 22% year-over-year to $9.76 billion. The firm’s net income increased 72% and earnings per diluted share grew 71% from prior-year. Return on equity for the fiscal year was 18.4%, up from 11.9% in fiscal 2020.

After considering the fiscal 2021 performance of the company and the individual performance factors associated with the specific areas of focus outlined below, the Committee awarded each named executive officer the bonus and other compensation in the amounts indicated.

Paul C. Reilly, Chairman and CEO

2021 Contributions include:

 

Areas of Focus    Results
   
Financial Achievement   

Produced record results across almost every line of business.

 

•  Record net revenue of $9.76 billion, up 22% over fiscal 2020

 

•  Record net income of $1.4 billion, up 72% over fiscal 2020

 

•  18.4% return on equity and Adjusted ROE(1) of 19.5% for the fiscal year

   
Business Growth   

Achieved record results in Private Client Group, Capital Markets and Asset Management segments. Raymond James Bank had strong results due to the demand for securities based loans and corporate loans.

 

•  Record M&A revenues and underwriting revenues

 

•  Record brokerage revenues

 

•  $1.18 trillion in PCG client assets under administration, up 27% over September 2020

 

•  PCG assets in fee-based accounts were up 32% over September 2020 to $627.1 billion

 

•  Record number of financial advisors of 8,482

 

•  Domestic PCG net new assets of ~$83 billion, representing over 10% of domestic PCG assets at the beginning of the fiscal year

 

Drove business growth through the recruitment of financial advisors, investment bankers and strategic corporate development activity.

 

•  Net increase of 243 financial advisors

 

•  Domestic PCG trailing 12-month recruiting production of $330 million, up 20% over prior year and a new record

 

•  Closed three acquisitions and negotiated agreements to acquire two other companies

   
Operating Efficiency   

•  Strong management of expenses during a very strong growth period, delivering higher pre-tax profit margins in all core segments on a year-over-year basis

 

•  Compensation ratio to net revenues of 67.4%, 100 basis points below fiscal 2020 and well below 70% target

   
General Management   

•  Strong leadership during the pandemic resulting in stable associate engagement and turnover, robust focus on managing risk and regulatory compliance, and stability of our core systems, which all are necessary to grow the business

 

•  Solid progress on diversity and inclusion long-term strategy

 

•  Launched inaugural Corporate Responsibility Report and completed first disclosure to the Climate Disclosure Project

Compensation: The Committee approved an annual bonus for 2021 of $14,200,000.

 

(1) Adjusted ROE and Adjusted Average ROE are non-GAAP measures. Please refer to Appendix A for a reconciliation of these measures to the most directly comparable GAAP measures and other required disclosures.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       35  


 

 

Paul M. Shoukry, CFO and Treasurer

2021 Contributions include:

 

Areas of Focus    Results
   
Financial Achievement   

•  Supported the company in achieving record net revenues and net income

 

•  18.4% return on equity for the fiscal year

 

•  Managed all aspects of capital and liquidity planning, including renewing 5-year corporate revolver with enhanced terms, issuing $750 million 30-year senior notes, and early redemption of notes totaling $750 million

   
Business Growth   

•  Assumed leadership of corporate development team

 

•  Developed relationship, led negotiations and oversaw due diligence process for announced acquisition of TriState Capital

 

•  Partnered with Executive Committee to develop strategic growth prioritization framework for the firm

   
Operating Efficiency   

•  Exercised strong leadership of the firm’s focus on expense management initiatives

 

•  Provided solid oversight of firm’s financial risk management function, including conducting the firm’s capital stress test and chairing the firm’s Asset and Liability Committee

   
General Management   

•  Provided leadership to successfully implement new current expected credit losses (“CECL”) accounting guidance

 

•  A third rating agency for our debt ratings, Fitch Ratings, Inc., commenced coverage with an A- rating

 

•  Strong leadership of firm’s diversity and inclusion efforts, including serving as firm’s executive sponsor of the firm’s multicultural network and partnering with Columbia Business School to launch a program designed for black leaders in financial services

 

•  Successfully executed 3-for-2 stock split

Compensation: Mr. Reilly recommended, and the Committee approved, an annual bonus for 2021 of $3,600,000.

James E. Bunn, President of Global Equities and Investment Banking

2021 Contributions include:

 

Areas of Focus    Results
   
Financial Achievement   

•  Led Global Equities and Investment Banking business unit, included in our Capital Markets segment, to record annual net revenues and record pre-tax income, a 506% increase over pre-tax income in fiscal 2020

 

•  Merger & acquisition and advisory revenues in the Capital Markets segment increased 120% over fiscal 2020 to a record $639 million

 

•  Equity underwriting revenues in the Capital Markets segment increased 54% over fiscal 2020 to a record $285 million

   
Business Growth   

•  Identified, pursued and closed the acquisition of two boutique investment banking franchises, Financo and Cebile Capital

 

•  Continued to make strategic additions to the team by hiring several managing directors

   
Operating Efficiency   

•  Strong focus on expense management, resulting in significant improvement in the compensation ratio to net revenues and the pre-tax margin

   
General Management   

•  Strong engagement with investment banking leadership that led to positive retention results in spite of a very competitive marketplace

 

•  Led establishment of Global Equities and Investment Banking (“GEIB”) diversity and inclusion advisory council

Compensation: Mr. Reilly recommended, and the Committee approved, an annual bonus for 2021 of $7,500,000.

 

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John C. Carson, Jr., President

2021 Contributions include:

 

Areas of Focus    Results
   
Financial Achievement   

•  Led our combined fixed income and public finance operations, included in our Capital Markets segment, to record annual net revenues and pre-tax income, an increase of 46% over pre-tax income in fiscal 2020

 

•  Fixed income brokerage revenues in capital markets segment increased 22% over fiscal 2020 to a record $515 million

   
Business Growth   

•  Provided leadership support of corporate development opportunities

 

•  Supported strategic additions to the Public Finance team with the hiring of several managing directors

   
Operating Efficiency   

•  Strong focus on expense management, resulting in significant expansion of pre-tax income in the fixed income capital markets business unit

 

•  Effectively managed the ratio of compensation to net revenues, resulting in a year-over-year decrease that was significantly more favorable than budget

   
General Management   

•  Successfully prepared successor to transition into the divisional leader and head of Fixed Income role at the start of calendar 2022

 

Compensation: Mr. Reilly recommended, and the Committee approved, an annual bonus for 2021 of $4,600,000.

Bella Loykhter Allaire, Executive Vice President of Technology and Operations

2021 Contributions include:

 

Areas of Focus    Results
   
Financial Achievement   

•  Managed expenses in both Technology and Operations to budget

   
Business Growth   

•  Enabled the firm to recruit and retain financial advisors by providing Technology and Operations tools and services required to serve their clients

   
Operating Efficiency   

•  Maintained strong cost discipline in both the Technology and Operations functions

   
General Management   

•  Successfully led team to overcome continuing challenges related to the impacts of the pandemic and the remote work environment which resulted in strong service delivery to financial advisors and their clients

 

•  Effectively managed information security solutions to keep firm and client information protected despite significant increase in threat activity

Compensation: Mr. Reilly recommended, and the Committee approved, an annual bonus for 2021 of $3,000,000.

 

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The following charts present the mix of compensation elements actually received for 2021 performance by our CEO and our other named executive officers (average) (excluding retirement plan contributions):

Components of Total Direct Compensation — 2021 Actual

 

CEO   Other NEOs - Average

 

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Annual Direct Compensation for 2021

After assessing the company’s financial and strategic performance for fiscal 2021 and evaluating the individual performance of our NEOs, the Committee exercised its discretion to award annual direct compensation for 2021 as set forth in the following table.

This Annual Direct Compensation Table differs from the Summary Compensation Table (“SCT”) on page 44 required by SEC rules, and is not a substitute for the SCT. There are two main differences:

 

   

We grant annual bonuses (cash and equity components) after our fiscal year has ended. Equity awards granted in fiscal 2022 to reward fiscal 2021 performance are therefore shown as 2021 compensation in this Annual Direct Compensation Table. The SCT, however, reports equity awards in the year they are granted, irrespective of the year they were earned. This results in a one-year lag between the time equity awards are granted and when they are reported in the SCT.

 

   

The SCT contains a column reporting “All Other Compensation,” which amounts are not part of the Committee’s compensation determinations and are thus not shown in this Annual Direct Compensation Table.

 

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Name and Principal Position

 

Year

    Annual Direct Compensation  
 

Salary

    Incentive Compensation    

Total

 
  Cash Bonus     Time
Vesting
Stock
Bonus
Awards(1)(2)
    Performance
Vesting
Stock Bonus
Awards(1)(2)(3)
    Time
Vesting
Stock
Retention
Awards(2)(4)
 

Paul C. Reilly

Chairman and Chief

Executive Officer

    2021     $ 500,000     $ 7,100,062     $ 2,839,944     $ 4,260,012 (5)    $ 1,299,982     $ 16,000,000  
    2020     $ 500,000     $ 4,700,054     $ 1,879,888     $ 2,819,863 (6)    $ 1,231,035     $ 11,130,840  
    2019     $ 500,000     $ 5,875,040     $ 2,349,984     $ 3,524,976 (7)    $ 1,101,875     $ 13,351,875  

Paul M. Shoukry

Chief Financial Officer

and Treasurer

    2021     $ 300,000     $ 2,750,129     $ 425,028     $ 424,931 (5)    $ 1,099,912     $ 5,000,000  
    2020     $ 281,250     $ 1,380,039     $ 110,051     $ 109,929 (6)    $ 741,450     $ 2,622,719  
                                                       

James E. Bunn

President

Global Equities and

Investment Banking

    2021     $ 300,000     $ 4,700,143     $ 1,400,017     $ 1,399,921 (5)    $ 2,199,919     $ 10,000,000  
    2020     $ 300,000     $ 2,775,002     $ 437,521     $ 437,460 (6)    $ 473,475     $ 4,423,458  
   

2019

    

 

 

  $ 300,000     $ 3,100,074     $ 599,963     $ 599,963 (7)    $ 440,750     $ 5,040,750  

John C. Carson, Jr.

President

    2021     $ 300,000     $ 3,250,088     $ 674,993     $ 674,993 (5)    $ 599,926     $ 5,500,000  
    2020     $ 300,000     $ 2,450,051     $ 275,036     $ 274,914 (6)    $ 473,475     $ 3,773,476  

Bella Loykhter Allaire

Executive VP

Technology and

Operations

    2021     $ 300,000     $ 2,450,112     $ 275,029     $ 274,933 (5)    $ 599,926     $ 3,900,000  
    2020     $ 300,000     $ 1,962,576     $ 193,702     $ 193,702 (6)    $ 473,475     $ 3,123,455  
    2019     $ 300,000     $ 2,262,513     $ 243,789     $ 243,698 (7)    $ 440,750     $ 3,490,750  
                                                       

 

 

  (1)

Other than with respect to Mr. Reilly’s bonuses, represents the applicable portion of any annual bonus that exceeds $275,000 for each NEO that is delivered in the form of RSUs. The proportion delivered in RSUs varies with the size of the annual bonus according to the formula presented on page 26 hereof. Of Mr. Reilly’s total bonuses, 50% was delivered in cash and 50% in RSUs. Of Mr. Reilly’s RSUs, 40% were subject to time-vesting and 60% were subject to performance vesting. Each RSU vests, if at all, on the third anniversary of the grant date.

 

  (2)

Each RSU represents a contingent right to receive (i) one share of common stock and (ii) non-preferential dividend equivalents equal to the sum of any dividends on the shares of common stock underlying the RSU that were actually paid during the vesting period.

 

  (3)

Represents the aggregate grant date value of RSUs delivered as annual bonus, computed as described in footnote (1) to this table. RSUs reported in this column vest, if at all, contingent upon the company achieving certain defined adjusted ROE levels over a three-year measurement period, in accordance with the formula presented in footnote 17 to the Outstanding Equity Awards at Fiscal Year End for 2021 table, and, effective with the December 2021 grant, subject to increase or decrease by up to 20% depending on the rTSR Adjustment. See “Use of Equity Compensation” and footnote 8 below.

 

  (4)

Stock retention awards delivered in the form of RSUs. The RSUs vest 60% on the third, and 20% on each of the fourth and fifth anniversaries of the grant date.

 

  (5)

RSUs granted in fiscal year 2022 vest contingent upon the company achieving Adjusted ROE over a vesting period consisting of fiscal years 2022 - 2024, as explained in footnote (3) above, subject to the rTSR Adjustment. The following amounts represent the maximum value at the grant date of the RSUs granted in fiscal year 2022 for fiscal year 2021 performance: Mr. Reilly $7,668,022, Mr. Shoukry $764,876, Mr. Bunn $2,519,858, Mr. Carson $1,214,987, and Ms. Loykhter Allaire $494,879.

 

  (6)

RSUs granted in fiscal year 2021 vest contingent upon the company achieving Adjusted ROE over a vesting period consisting of fiscal years 2021 - 2023. The following amounts represent the maximum value at the grant date of the RSUs granted in fiscal year 2021 for fiscal year 2020 performance: Mr. Reilly $4,229,795, Mr. Shoukry $164,894, Mr. Bunn $656,190, Mr. Carson $412,371, and Ms. Loykhter Allaire $290,553.

 

  (7)

RSUs granted in fiscal year 2020 vest contingent upon the company achieving Adjusted ROE over a vesting period consisting of fiscal years 2020 - 2022. The following amounts represent the maximum value at the grant date of the RSUs granted in fiscal year 2020 for fiscal year 2019 performance: Mr. Reilly $5,287,464, Mr. Bunn $899,945, and Ms. Loykhter Allaire $365,547.

 

  (8)

Adjusted ROE is a non-GAAP measure. Please refer to Appendix A for a reconciliation of this measure to the most directly comparable GAAP measure and other required disclosures.

 

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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, 2016, compared to total annual direct compensation of our CEO for each year represented. We believe this demonstrates that our CEO’s total compensation is highly correlated with total shareholder return over these time periods.

 

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Hedging Policy

The company maintains a written Insider Trading Policy (“Policy”) that is designed to prohibit company personnel from violating insider trading laws and prevent even the appearance of improper conduct. The Policy applies to directors, officers, employees and other associates of the company, together with certain of their family members and controlled entities (“Covered Persons”). The Policy imposes the following restrictions on trading in securities issued by the company (including our common stock), whether or not the Covered Person is aware of material nonpublic information concerning the company.

Directors and Executive Officers. Under the Policy, members of the company’s Board and its executive officers (the “Pre-Clearance Group”) may not, in connection with our securities:

 

   

engage in transactions in publicly traded or private options or other derivative securities

 

   

hold such securities in a margin account unless such securities have been exempted from any security interest of the broker

 

   

pledge such securities as collateral for a loan, or

 

   

utilize standing orders for longer than one business day (other than employee stock option limit orders or approved Rule 10b5-1 trading plans).

All Covered Persons. In addition, no Covered Person (including the Pre-Clearance Group) may, in connection with our securities:

 

   

engage in short sales

 

   

transact in publicly traded or private options; except that non-Pre-Clearance Group members may sell covered call options, and/or buy protective put options in non-speculative, bona fide transactions against an existing, non-restricted long position (with certain exceptions)

 

   

enter into, modify or cancel a standing order when subject to a trading “blackout”

 

   

allow any financial advisor to purchase or sell such securities within a discretionary account, or

 

   

engage in hedging or monetization transactions.

 

40   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

The Policy permits Covered Persons to request limited exceptions to these restrictions from time to time from the Legal Department.

Compensation Recoupment Policy

The company maintains a Compensation Recoupment Policy that is intended to reduce potential risks associated with our compensation plans, and thus better align the long-term interests of our NEOs and our shareholders. The policy contains three triggers that could result in “claw-back” of compensation: (i) instances of financial statement restatement, (ii) discovery of a materially inaccurate performance measure that resulted in an inappropriate award or vesting of incentive compensation, and (iii) serious misconduct or materially imprudent judgment that caused the company material financial or reputational harm. (Incentive compensation is defined to include any compensation other than base salary, and it thus includes cash, shares of stock, restricted shares, RSUs and stock options.) The third trigger gives the Committee authority to require forfeiture of the employee’s unvested incentive compensation awards and/or reimbursement of the most recently-received annual bonus. It applies to all executive officers and to any other employee whose annual incentive compensation exceeds 50% of total annual compensation, with the exception of Private Client Group financial advisors and branch managers.

Compensation and Risk

The Board, with the assistance of the Committee, has evaluated our compensation policies and practices for all employees. Specifically:

 

   

At the direction of the Committee, an independent compensation consultant partners with our Enterprise Risk Management and Human Resources functions to conduct an independent assessment of the material incentive compensation plans across the organization every other year.

 

   

This process begins with an objective evaluation of job functions, assessing the level of risk influence across six specific categories: credit, liquidity, market, operational, legal & compliance and reputational.

 

   

Incentive plans for job functions that were identified as having the potential to expose the company to the highest level of risk are further reviewed across a consistent framework to identify potential operational plan risks of the incentive design.

 

   

The incentive design evaluation focuses on key elements of the plan design, including: (i) performance measures, (ii) funding, (iii) performance period and pay mix, (iv) goal setting, (v) leverage, and (vi) controls and processes.

 

   

In alternating years, Human Resources conducts a high level updating review with a focus on:

 

   

Any material changes to executive and associate incentive plans

 

   

Adoption of any new incentive plans or inclusion of new roles therein

 

   

Review of any acquired company compensation plans and roles.

The most recent bi-annual review noted that our practices of requiring deferral of a portion of bonus amounts into a mix of time- and — in the case of executive officers — performance-vesting equity awards, our robust share ownership guidelines, our compensation recoupment policy and our prohibition on hedging by executives all serve to further mitigate risk in our compensation plans.

The review concluded that none of the company’s incentive plans were likely to motivate behavior that would result in a material adverse impact to the company. The potential residual risks identified through the process were determined to be effectively mitigated through established risk controls, leadership oversight, and our culture of proactive risk management.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       41  


 

 

After reviewing an update to the above review, our Board has concluded that our compensation policies in general, and our incentive programs in particular, remain well aligned with the interests of our shareholders and do not create risks that are reasonably likely to result in a material adverse effect on the company.

Annual Compensation Framework & Process

Pay-Setting Process. Following recommendation by our chairman and CEO, the Committee sets performance priorities at the beginning of each fiscal year to guide its evaluation of company and individual executive officer performance throughout the year. These performance priorities are a directional assessment and their attainment or non-attainment does not correspond to any specific compensation decision or amount of compensation. At such time, the Committee also stipulates that annual bonuses will be funded from a pool not to exceed 6% of consolidated pre-tax income, with no individual bonus to exceed 3% of such measure.

Following completion of a fiscal year, our chairman and CEO reviews the performance of the company and evaluates the individual performance of each executive officer, including the NEOs, against previously-determined individual goals. Our CEO then makes recommendations to the Committee as to the respective amounts of annual bonus and retention RSUs to be awarded to each NEO (other than himself). Similarly, the Committee (in the absence of the CEO) reviews the performance of the CEO and determines the appropriate amounts of his annual bonus and retention RSU grants. In the course of its deliberations, the Committee also discusses these recommendations with the other non-executive directors.

To inform its use of discretion in determining compensation, the Committee evaluates both company and individual performance. The Committee does not utilize formulaic financial performance goals or targets, and performance metrics are not assigned any specific weighting for purposes of determining the compensation awarded to the CEO or other NEOs. Since market conditions — and the macroeconomic environment — strongly affect the financial services industry and can change dramatically during the course of a year, the Committee assesses financial performance at the end of the year in light of the most recent facts and circumstances. No single financial or performance metric controls compensation decisions. Rather, such data are used to help the Committee better understand company and individual performance. After evaluating the performance of our CEO and each of our other NEOs for the relevant fiscal year, the Committee applies its discretion to determine the compensation for each.

Income Deduction Limitations under Section 162(m). Section 162(m) of the Internal Revenue Code (“§162(m)”) generally sets a limit of $1 million on the amount of compensation that the company may deduct for federal income tax purposes in any given year with respect to the compensation of “covered employees,” which currently includes our principal executive officer, our principal financial officer and the three most highly compensated executive officers (as well as individuals in these categories in certain prior years). The Committee believes that the tax deduction limitation should not compromise its ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that, in certain cases, is not deductible for federal income tax purposes, and it is possible that awards intended to qualify as “performance-based compensation” under the transition relief may not so qualify.

Based on the factors discussed under “2021 Compensation Decisions” above, in fiscal 2021 the company paid, and in fiscal 2022 the Committee expects the company to pay, certain NEOs compensation, including a base salary, annual

 

42   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

bonus and retention RSUs that, in the aggregate, exceeds $1 million in value. The Committee believes that this compensation is necessary in order to maintain the competitiveness of the total compensation package and, as a result, has determined that it is appropriate, regardless of whether certain amounts of such compensation are ultimately deductible for federal income tax purposes.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       43  


 

 

2021 COMPENSATION TABLES

Summary Compensation Table for Fiscal 2021

The following table sets forth information about compensation earned by our named executive officers during fiscal 2019, 2020 and 2021 in accordance with SEC rules. The information presented below may be different from compensation information presented in this Proxy Statement under the caption “Compensation Discussion and Analysis,” since that section describes compensation decisions made with respect to the indicated fiscal year, regardless of when the compensation was actually paid or granted. For a more detailed explanation of the differences between the presentation in the Compensation Discussion and Analysis and the table below, please see the note on page 38.

 

             

Name

   Year      Salary      Bonus(1)      Stock Awards(2)     All Other
Compensation(3)
     Total  

Paul C. Reilly

Chairman and CEO

     2021      $ 500,000      $ 7,100,062      $ 5,930,786 (4)    $ 370,198      $ 13,901,046  
     2020      $ 500,000      $ 4,700,054      $ 6,976,835     $ 272,470      $ 12,449,359  
     2019      $ 500,000      $ 5,875,040      $ 6,453,332     $ 262,022      $ 13,090,394  

Paul M. Shoukry

Chief Financial Officer and Treasurer

     2021      $ 300,000      $ 2,750,129      $ 693,455 (5)    $ 88,963      $ 3,832,547  
     2020      $ 281,250      $ 1,380,039      $ 765,615     $ 57,081      $ 2,483,985  

James E. Bunn

President, Global Equities and Investment Banking

     2021      $ 300,000      $ 4,700,143      $ 1,348,456 (6)    $ 301,112      $ 6,649,711  
     2020      $ 300,000      $ 2,775,002      $ 1,640,676     $ 112,806      $ 4,828,484  
     2019      $ 300,000      $ 3,100,074      $ 1,306,298     $ 115,385      $ 4,821,757  

John C. Carson, Jr.

President

     2021      $ 300,000      $ 3,250,088      $ 1,023,425 (7)    $ 154,440      $ 4,727,953  
     2020      $ 300,000      $ 2,450,051      $ 865,720     $ 103,911      $ 3,719,682  

Bella Loykhter Allaire

Executive Vice President, Technology and Operations

     2021      $ 300,000      $ 2,450,112      $ 860,879 (8)    $ 806,345      $ 4,417,336  
     2020      $ 300,000      $ 1,962,576      $ 928,237     $ 482,469      $ 3,673,282  
     2019      $ 300,000      $ 2,262,513      $ 831,278     $ 317,148      $ 3,710,939  

 

 

  (1)

The amounts disclosed in the Bonus column represent the annual cash bonus, as described in the CD&A, awarded to the NEOs.

 

  (2)

The amounts shown in the Stock Awards column represent the grant date fair value of equity awards granted to the NEOs in the fiscal year shown. For a description of the assumptions used in calculating the fair value of equity awards under ASC Topic 718, see Note 2 to our financial statements in our Form 10-K report for the year ended September 30, 2021. For more information, see the Grants of Plan Based Awards for Fiscal 2021 table below.

 

  (3)

See the All Other Compensation table below for a breakdown of these amounts.

 

  (4)

Includes 50,333 RSUs that vest over time and 46,250 RSUs that are performance vesting awards. The maximum value at the grant date of the performance vesting RSUs for Mr. Reilly is $4,229,795.

 

  (5)

Includes 9,305 RSUs that vest over time and 1,803 RSUs that are performance vesting based awards. The maximum value at the grant date of the performance vesting RSUs for Mr. Shoukry is $164,894.

 

  (6)

Includes 14,676 RSUs that vest over time and 7,175 RSUs that are performance vesting awards. The maximum value at the grant date of the performance vesting RSUs for Mr. Bunn is $656,190.

 

  (7)

Includes 12,011 RSUs that vest over time and 4,509 RSUs that are performance vesting awards. The maximum value at the grant date of the performance vesting RSUs for Mr. Carson is $412,371.

 

  (8)

Includes 10,677 RSUs that vest over time and 3,177 RSUs that are performance vesting awards. The maximum value at the grant date of the performance vesting RSUs for Ms. Loykhter Allaire is $290,553.

 

44   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

All Other Compensation Table for Fiscal 2021

The following table sets forth more detailed information concerning the items included in the “All Other Compensation” column of the Summary Compensation Table above.

 

                   
Name   Employee
Stock
Ownership
Plan
Contribution
   

Profit

Sharing
Contribution(1)

    401(k)
Company
Match
    Deferred
Compensation
Plan
Contribution(2)
    Deferred
Compensation
Plan Gain(2)
    Accrued
Dividends(3)
    Commissions     Perquisites    

Total

All Other
Compensation 

 
   

Paul C. Reilly

  $ 4,988     $ 13,218     $ 1,000     $ 36,000     $ 52,328     $ 244,837     $     $ 17,827 (4)    $ 370,198  
   

Paul M. Shoukry

  $ 4,988     $ 13,153     $ 1,000     $ 36,000     $ 20,088     $ 13,734     $     $     $ 88,963  
   

James E. Bunn

  $ 4,988     $ 13,611     $ 1,000     $ 36,000     $ 186,766     $ 58,747     $     $     $ 301,112  
   

John C. Carson, Jr.

  $ 4,988     $ 14,200     $ 1,000     $ 36,000     $ 52,328     $ 45,924     $     $     $ 154,440  
   

Bella Loykhter Allaire

  $ 4,988     $ 13,087     $ 1,000     $ 36,000     $ 705,088     $ 46,182     $     $     $ 806,345  

 

 

 

  (1)

The employer-funded profit sharing contribution is based on the length of service and fiscal-year compensation, capped at the IRS annual compensation limit.

 

  (2)

See Nonqualified Deferred Compensation table for more information.

 

  (3)

Includes accrued dividend equivalents on unvested RSUs as of September 30, 2021.

 

  (4)

Consists of personal use of chartered aircraft for the executive officer and family members in the amount of $17,630 and cost of meals for spouse in conjunction with company-sponsored off-site business meetings. The Board authorized the personal use of company-paid aircraft by Mr. Reilly in response to and during the personal health risks posed by the COVID-19 pandemic. The aggregate incremental cost of personal use of aircraft was determined based on actual costs paid by the company to third party providers.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       45  


 

 

Grants of Plan Based Awards for Fiscal 2021

The following table contains information concerning plan-based awards granted to each of the NEOs during fiscal 2021.

 

           

 

Estimated Future Payouts Under Equity
Incentive Plan Awards  (1)(2)(3)

 

          

 

Name

 

  

 

Grant Date

 

  

 

Threshold(4)

 

  

 

Target(5)

 

  

 

Maximum(6)

 

  

 

All Other 

Stock 

Awards: 

Number of 

Units(1)(3) 

 

 

 

Grant Date Fair 

Value of Stock 

Awards ($)(7) 

 

   

Paul C. Reilly

       12/15/2020        23,125        46,250        69,375          $ 2,819,863
         12/15/2020                       30,833 (8)      $ 1,879,888
         12/3/2020                       19,500 (9)      $ 1,231,035

Paul M. Shoukry

       12/15/2020        902        1,803        2,705          $ 109,929
         12/15/2020                       1,805 (8)      $ 110,051
         12/3/2020                       7,500 (9)      $ 473,475

James E. Bunn

       12/15/2020        3,588        7,175        10,763          $ 437,460
         12/15/2020                       7,176 (8)      $ 437,521
         12/3/2020                       7,500 (9)      $ 473,475

John C. Carson, Jr.

       12/15/2020        2,255        4,509        6,764          $ 274,914
         12/15/2020                       4,511 (8)      $ 275,036
         12/3/2020                       7,500 (9)      $ 473,475

Bella Loykhter Allaire

       12/15/2020        1,589        3,177        4,766          $ 193,702
         12/15/2020                       3,177 (8)      $ 193,702
         12/3/2020                                         7,500 (9)      $ 473,475

 

 

  (1)

As adjusted to reflect the company’s 3-for-2 stock split by means of a stock dividend effected on September 21, 2021.

 

  (2)

The “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the minimum, target and maximum number of shares that could be received by each listed officer upon the vesting of RSUs, excluding dividend equivalents. RSUs vest based on the company’s adjusted three-year average ROE for fiscal years 2021, 2022 and 2023. See footnote 17 to the Outstanding Equity Awards at Fiscal Year End for 2021 table herein for more information. Adjusted ROE is a non-GAAP measure. Please refer to Appendix A for a reconciliation of this measure to the most directly comparable GAAP measure and other required disclosures.

 

  (3)

Each RSU represents a contingent right to receive (i) one share of common stock and (ii) non-preferential dividend equivalents equal to the sum of any dividends on the shares of common stock underlying the RSUs that were actually paid during the vesting period.

 

  (4)

Threshold is 50% of awarded RSUs if the adjusted three-year average ROE is at least equal to 5%.

 

  (5)

Target is 100% of awarded RSUs if the adjusted three-year average ROE is equal to 12%.

 

  (6)

Maximum is 150% of awarded RSUs if the adjusted three-year average ROE is 17% or more.

 

  (7)

Reflects the grant date fair value of each equity award computed in accordance with ASC Topic 718. For a description of the assumptions used in calculating the fair value of equity awards under ASC Topic 718, see Note 2 of our financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

 

  (8)

We deliver a portion of the annual bonus awarded to highly compensated employees in the form of RSUs (see the CD&A for more information). These RSUs vest approximately three years from the date of grant.

 

  (9)

We grant stock retention awards in the form of RSUs. These RSUs vest 60% on the third, and 20% on each of the fourth and fifth, anniversaries of the grant date.

 

46   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

Outstanding Equity Awards at Fiscal Year End for 2021

The following table contains information as of September 30, 2021 about the outstanding equity awards held by our named executive officers.

 

   
  

 

  Stock Awards
   
Name   Number of
Units of
Stock That
Have  Not
Vested(1)
  Market
Value of
Units of
Stock That
Have  Not
Vested(2)
 

Equity Incentive
Plan Awards:
Number of

Unearned
Units That
Have Not
Vested(1)(3)

  Equity Incentive
Plan Awards:
Market Value of
Unearned
Units  That
Have Not
Vested(2)
   
Paul C. Reilly       3,000 (4)      $ 276,840       98,240 (5)      $ 9,065,587
   
 

 

      43,662 (6)      $ 4,029,129       87,156 (7)      $ 8,042,756
   
 

 

      7,500 (8)      $ 692,100       69,375 (9)      $ 6,401,925
   
 

 

      38,736 (10)      $ 3,574,558    

 

 

 

   

 

 

 

 

   
 

 

      18,750 (11)      $ 1,730,250    

 

 

 

   

 

 

 

 

   
 

 

      30,833 (12)      $ 2,845,269    

 

 

 

   

 

 

 

 

   
 

 

      18,750 (13)      $ 1,730,250    

 

 

 

   

 

 

 

 

   
 

 

      19,500 (14)      $ 1,799,460    

 

 

 

   

 

 

 

 

   
Paul M. Shoukry       900 (4)      $ 83,052       2,705 (9)      $ 249,617
   
 

 

      716 (6)      $ 66,072    

 

 

 

   

 

 

 

 

   
 

 

      1,800 (15)      $ 166,104    

 

 

 

   

 

 

 

 

   
 

 

      938 (10)      $ 86,559    

 

 

 

   

 

 

 

 

   
 

 

      4,500 (11)      $ 415,260    

 

 

 

   

 

 

 

 

   
 

 

      1,805 (12)      $ 166,565    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (13)      $ 692,100    

 

 

 

   

 

 

 

 

   
 

 

      4,500 (16)      $ 415,260    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (14)      $ 692,100    

 

 

 

   

 

 

 

 

   
James E. Bunn       900 (4)      $ 83,052       13,769 (5)      $ 1,270,603
   
 

 

      9,179 (6)      $ 847,038       14,835 (7)      $ 1,368,974
   
 

 

      4,800 (8)      $ 442,944       10,763 (9)      $ 993,210
   
 

 

      9,890 (10)      $ 912,649    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (11)      $ 692,100    

 

 

 

   

 

 

 

 

   
 

 

      7,176 (12)      $ 662,201    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (13)      $ 692,100    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (14)      $ 692,100    

 

 

 

   

 

 

 

 

   
John C. Carson, Jr.       1,500 (4)      $ 138,420       5,210 (5)      $ 480,779
   
 

 

      3,473 (6)      $ 320,488       5,255 (7)      $ 484,931
   
 

 

      3,000 (8)      $ 276,840       6,764 (9)      $ 624,182
   
 

 

      3,503 (10)      $ 323,257    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (11)      $ 692,100    

 

 

 

   

 

 

 

 

   
 

 

      4,511 (12)      $ 416,275    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (13)      $ 692,100    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (14)      $ 692,100      

 

 

 

 

 

     

 

 

 

 

 

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       47  


 

 

   
  

 

  Stock Awards
   
Name   Number of
Units of
Stock That
Have  Not
Vested(1)
  Market
Value of
Units of
Stock That
Have  Not
Vested(2)
 

Equity Incentive
Plan Awards:
Number of

Unearned
Units That
Have Not
Vested(1)(3)

  Equity Incentive
Plan Awards:
Market Value of
Unearned
Units  That
Have Not
Vested(2)
   
Bella Loykhter Allaire       2,100 (4)      $ 193,788       6,696 (5)      $ 617,907
      4,466 (6)      $ 412,122       6,026 (7)      $ 556,079
   
 

 

      3,000 (8)      $ 276,840       4,766 (9)      $ 439,806
   
 

 

      4,019 (10)      $ 370,873    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (11)      $ 692,100    

 

 

 

   

 

 

 

 

   
 

 

      3,177 (12)      $ 293,174    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (13)      $ 692,100    

 

 

 

   

 

 

 

 

   
 

 

      7,500 (14)      $ 692,100      

 

 

 

 

 

     

 

 

 

 

 

 

 

  (1)

As adjusted to reflect the company’s 3-for-2 stock split by means of a stock dividend effected on September 21, 2021.

 

  (2)

The market value of stock awards is based on the closing market price of our common stock on the NYSE on September 30, 2021, which was $92.28.

 

  (3)

The number of units reported assumes that the award received by each NEO upon vesting is based upon achieving an adjusted average ROE based on the thresholds disclosed in footnote (17) to this table. Please refer to Appendix A for a reconciliation of GAAP financial measures to non-GAAP measures for fiscal years 2019, 2020, and 2021.

 

  (4)

The RSU award was granted on November 30, 2016. The unvested RSUs vest in five years from the date of grant.

 

  (5)

The RSU award was granted on December 14, 2018 and vests in three years from that date based on the company’s three-year adjusted average return on equity for fiscal years 2019, 2020, and 2021. Represents the maximum of 150% of awarded RSUs given the estimated adjusted average return on equity for fiscal years 2019, 2020, and 2021.

 

  (6)

The RSU award was granted on December 14, 2018 and cliff vests in three years from that date.

 

  (7)

The RSU award was granted on December 13, 2019 and vests in three years from that date based on the company’s three-year adjusted average return on equity for fiscal years 2020, 2021, and 2022. Represents the maximum of 150% of awarded RSUs given the estimated adjusted average return on equity for fiscal years 2020 and 2021.

 

  (8)

The RSU award was granted on November 30, 2017. The unvested RSUs vest 50% in four years and 50% in five years from the date of grant.

 

  (9)

The RSU award was granted on December 15, 2020 and vests in three years from that date based on the company’s three-year adjusted average return on equity for fiscal years 2021, 2022, and 2023. Represents the maximum of 150% of awarded RSUs given the estimated adjusted average return on equity for fiscal year 2021.

 

  (10)

The RSU award was granted on December 13, 2019 and cliff vests in three years from that date.

 

  (11)

The RSU award was granted on November 29, 2018 and vests 60% in three years, 20% in four years and 20% in five years from grant date.

 

  (12)

The RSU award was granted on December 15, 2020 and cliff vests in three years from that date.

 

  (13)

The RSU award was granted on November 22, 2019 and vests 60% in three years, 20% in four years and 20% in five years from grant date.

 

  (14)

The RSU award was granted on December 03, 2020 and vests 60% in three years, 20% in four years and 20% in five years from grant date.

 

  (15)

The RSU award was granted on November 22, 2017. The unvested RSUs vest 50% in four years and 50% in five years from the date of grant.

 

  (16)

The RSU award was granted on December 12, 2019 and vests 60% in three years, 20% in four years and 20% in five years from grant date.

 

  (17)

Certain RSU’s granted since fiscal year 2019 vest on the 3rd anniversary of the grant only if the company attains certain adjusted average ROE levels over a 3-year vesting period. The Adjusted ROE vesting formulas are as follows, with results to be interpolated:

       Awards Granted in Fiscal Year 2021

 

 

  Adjusted 3-Year Average ROE

 

  

 

RSU Vesting
Percentage

 

 

 

³17%

 

  

 

 

 

 

150

 

 

 

 

14%

 

  

 

 

 

 

125

 

 

 

 

12%

 

  

 

 

 

 

100

 

 

 

 

8%

 

  

 

 

 

 

75

 

 

 

 

5%

 

  

 

 

 

 

50

 

 

 

 

<5%

 

  

 

 

 

 

0

 

 

 

 

48   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

       Awards Granted in Fiscal Years 2019 and 2020

 

 

Adjusted 3-Year Average ROE

 

  

 

 

RSU Vesting
Percentage

 

 

 

³19%

 

  

 

 

 

 

150

 

 

 

 

16%

 

  

 

 

 

 

125

 

 

 

 

13%

 

  

 

 

 

 

100

 

 

 

 

10%

 

  

 

 

 

 

75

 

 

 

 

7%

 

  

 

 

 

 

50

 

 

 

 

<7%

 

  

 

 

 

 

0

 

 

 

Option Exercises and Stock Vested for Fiscal 2021

The following table provides information about stock options exercised by the NEOs during fiscal 2021 and RSU awards held by our NEOs that vested in fiscal 2021.

 

      Option Awards      Stock Awards  
Name    Number of Shares
Acquired on Exercise(1)
     Value Realized
On Exercise(2)
     Number of Shares
Acquired on Vesting(3)
    Value Realized
On Vesting(4)
 

 

Paul C. Reilly

  

 

 

 

 

 

  

 

$

 

 

 

  

 

 

 

91,263

 

(5) 

 

 

$

 

5,670,180

 

(6) 

Paul M. Shoukry

          $        4,644 (7)    $ 276,393 (8) 

James E. Bunn

     2,999      $ 167,284        21,986 (9)    $ 1,355,416 (10) 

John C. Carson, Jr.

          $        16,509 (11)    $ 1,016,198 (12) 

Bella Loykhter Allaire

          $        16,154 (13)    $ 990,505 (14) 

 

 

  (1)

Total number of shares underlying the options exercised during fiscal year 2021 adjusted to reflect the company’s 3-for-2 stock split by means of a stock dividend effected on September 21, 2021.

 

  (2)

Amounts in this column reflect the difference between the market price on the date of exercise and the exercise price of the options exercised, multiplied by the number of options exercised.

 

  (3)

Total number of RSUs that vested during fiscal 2021 adjusted to reflect the company’s 3-for-2 stock split by means of a stock dividend effected on September 21, 2021.

 

  (4)

The value of the shares on each respective vesting date using the closing market price for our common stock.

 

  (5)

After disposition of a portion of the shares subject to the award back to the company to cover taxes, the net number of shares issued was 59,660.

 

  (6)

3,000 shares vested on November 18, 2020 when the closing price of our common stock was $59.39. 14,250 shares vested on November 30, 2020 when the closing price of our common stock was $60.63. 32,895 shares vested on December 15, 2020 when the closing price of our common stock was $62.33. 41,118 shares vested on January 4, 2021 when the closing price of our common stock was $62.69.

 

  (7)

After disposition of a portion of the shares subject to the award back to the company to cover taxes, the net number of shares issued was 3,494.

 

  (8)

900 shares vested on November 19, 2020 when the closing price of our common stock was $59.47. 2,700 shares vested on November 22, 2020 when the closing price of our common stock was $59.01. 900 shares vested on November 30, 2020 when the closing price of our common stock was $60.63. 144 shares vested on December 15, 2020 when the closing price of our common stock was $62.33.

 

  (9)

After disposition of a portion of the shares subject to the award back to the company to cover taxes, the net number of shares issued was 14,615.

 

  (10)

420 shares vested on November 19, 2020 when the closing price of our common stock was $59.47. 8,100 shares vested on November 30, 2020 when the closing price of our common stock was $60.63. 13,466 shares vested on December 15, 2020 when the closing price of our common stock was $62.33.

 

  (11)

After disposition of a portion of the shares subject to the award back to the company to cover taxes, the net number of shares issued was 12,172.

 

  (12)

1,500 shares vested on November 18, 2020 when the closing price of our common stock was $59.39. 6,000 shares vested on November 30, 2020 when the closing price of our common stock was $60.63. 4,004 shares vested on December 15, 2020 when the closing price of our common stock was $62.33. 5,005 shares vested on January 4, 2021 when the closing price of our common stock was $62.69.

 

  (13)

After disposition of a portion of the shares subject to the award back to the company to cover taxes, the net number of shares issued was 11,978.

 

  (14)

2,250 shares vested on November 18, 2020 when the closing price of our common stock was $59.39. 6,600 shares vested on November 30, 2020 when the closing price of our common stock was $60.63. 3,246 shares vested on December 15, 2020 when the closing price of our common stock was $62.33. 4,058 shares vested on January 4, 2021 when the closing price of our common stock was $62.69.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       49  


 

 

Nonqualified Deferred Compensation for Fiscal 2021

The following table provides information regarding our deferred compensation plans for our NEOs, which include the Long Term Incentive Plan (LTIP) and the Voluntary Deferred Compensation Plan (“VDCP”).

 

Name    Executive
Contributions in
Last Fiscal Year
    Registrant
Contributions in
Last  Fiscal
Year(2)(3)
     Aggregate
Earnings(Losses)
In Last Fiscal
Year
    

Aggregate
Withdrawals/

Distributions

     Aggregate
Balance at Last
Fiscal Year-end
(2021)
 

Paul C. Reilly

              $ 277,192  

LTIP

     $ 36,000      $ 52,328      $ 57,091      $ 277,192 (4) 

Paul M. Shoukry

              $ 114,020  

LTIP

     $ 36,000      $ 20,088      $      $ 114,020 (4) 

James E. Bunn

              $ 944,172  

LTIP

     $ 36,000      $ 115,139      $ 57,091      $ 593,320 (4) 

VDCP

   $ 33,750 (1)    $      $ 71,627      $      $ 350,852 (5) 

John C. Carson, Jr.

              $ 277,192  

LTIP

     $ 36,000      $ 52,328      $ 57,091      $ 277,192 (4) 

Bella Loykhter Allaire

              $ 4,929,326  

LTIP

     $ 36,000      $ 52,328      $ 57,091      $ 277,192 (4) 

VDCP

   $     $      $ 652,760      $      $ 4,652,134 (5) 

 

 

  (1)

The amounts presented are included in the Salary column of the Summary Compensation Table and represents salary deferred in January 2021 through September 2021.

 

  (2)

The amounts presented in these columns are included in the All Other Compensation table located below the footnotes to the Summary Compensation Table.

 

  (3)

Represents amounts earned with respect to the 2021 fiscal year but contributed in December 2021.

 

  (4)

The amounts presented include previously and currently reported compensation with respect to LTIP contributions made by us. The following amounts represent vested balances at September 30, 2021: Mr. Reilly $64,542, Mr. Shoukry $0, Mr. Bunn $380,670, Mr. Carson $64,542 and Ms. Loykhter Allaire $64,542.

 

  (5)

The amount presented includes currently reported compensation with respect to VDCP contributions made by Mr. Bunn and Ms. Loykhter Allaire. The entire balance is vested as of September 30, 2021.

Long Term Incentive Plan. Our LTIP, originally adopted effective October 1, 2000, is a deferred compensation plan benefiting key management and other highly-compensated employees. Under the LTIP, we determine each year which employees will be participants for that plan year and then establish an account for such year for each participant. Although we can elect to use other allocation formulas, historically, the allocations under the LTIP have been made based upon the individual participant’s level of compensation above a minimum, and not in excess of a maximum (for fiscal 2021, these amounts were $285,000 and $885,000, respectively). The Committee or its designee then determines the percentage, if any, by which that compensation is multiplied to determine the contribution credited to each participant’s account for the particular plan year. Each account is thereafter credited (or debited), based upon the allocable share of the return that would have been earned (including any negative return) had all accounts been invested in a group of unaffiliated mutual funds and managed accounts. Senior management selects those mutual funds and managed accounts, pursuant to authority delegated by the Committee. Annual allocations and their deemed earnings vest after five years, subject to earlier vesting in the case of death or disability. We pay the vested account balance in a cash lump sum after five years of credited service, subject to earlier payment in the case of death or disability, and subject to certain deferral rights that must be exercised at least 12 months in advance of the account balance vesting. Because the account balances are unfunded, they represent unsecured claims against the company.

 

50   |   Raymond James Financial, Inc.    2022 Proxy Statement        


 

 

Voluntary Deferred Compensation Plan. The VDCP was established effective January 1, 2013, to provide a voluntary, pre-tax capital accumulation opportunity for a select group of highly compensated employees and independent contractors to defer compensation. The VDCP allows participants with annual calendar year compensation of $300,000 or more to defer up to 75% of base salary, bonuses and commissions, subject to certain minimums and maximums, and permits the company to make contributions at any time in its sole discretion. Balances of participants are deemed to be invested, at the election of the participant, in funds selected by the participant from a list chosen by the committee that administers the plan. Each year participants may elect to have that year’s deferrals distributed as a scheduled in-service withdrawal or upon retirement. All plan balances (deferrals, company contributions and earnings thereon) are unsecured liabilities of the company. (The Amended & Restated VDCP was filed as exhibit 10.12 to the company’s Annual Report on Form 10-K filed with the SEC on November 21, 2018.)

Potential Payments Upon Termination or Change in Control for Fiscal 2021

Except as described below, none of the NEOs is a party to any agreement or arrangement with us providing for payments in connection with any termination, including resignation, severance or retirement, a change in such officer’s responsibilities, or a change in control of the company. The following tables summarize the estimated payments to be made under each agreement, plan or arrangement in effect as of September 30, 2021, which provides for payments to an NEO at, following or in connection with a termination of employment or a change in control. However, in accordance with SEC regulations, we do not report any amount to be provided to an NEO under any arrangement which does not discriminate in scope, terms or operation in favor of our NEOs and which is available generally to all salaried employees. In accordance with SEC regulations, this analysis assumes that the NEOs’ date of termination is September 30, 2021, and the price per share of our common stock on the date of termination is the closing price of our common stock on the NYSE as of that date, which was $92.28.

Paul C. Reilly

 

Benefit and Payments

Upon Termination

  

Voluntary
Termination
without
Good
Reason

($)

    

Termination by
Executive for
Good Reason
or Involuntary

Termination by
the Company
without Cause

($)

    

Involuntary
Termination
for Cause

($)

    

Retirement

($)(1)

    

Death or
Disability

($)

    

Change in
Control

($)

    

Qualified
  Termination  

Following
Change in
Control

($)

 
   

Salary Continuation

                                                
   

Annual Cash Bonus

                                                
   

Severance Payment

                                                
   

Share Awards

     31,382,398        31,382,398               31,382,398        32,351,338               32,351,338  
   

Stock Options

                                                
   

Welfare Benefits

                                                

 

 

  (1)

Mr. Reilly’s RSU stock bonus awards and retention awards granted in November and December 2017 and 2018 under the 2012 Plan contain an additional definition of “retirement” in order to conform with a definition used under the 2007 Stock Bonus Plan, which was in effect when Mr. Reilly was hired. Pursuant to such provision, “retirement” is defined as ending service after age 60 with 5 years of service.

 

        Raymond James Financial, Inc.    2022 Proxy Statement     |       51  


 

 

Paul M. Shoukry

 

Benefit and Payments

Upon Termination

  

Voluntary
Termination
without
Good
Reason

($)

    

Termination by
Executive for
Good Reason
or Involuntary

Termination by
the Company
without Cause

($)

    

Involuntary
Termination
for Cause

($)

    

Retirement

($)

    

Death or
Disability

($)

    

Change in
Control

($)

    

Qualified
  Termination  

Following
Change in
Control

($)

 
   

Salary Continuation

                                                
   

Annual Cash Bonus

                                                
   

Severance Payment

                                                
   

Share Awards

            485,577                      2,949,453               2,949,453  
   

Stock Options

                                                
   

Welfare Benefits

                                                

James E. Bunn

 

Benefit and Payments

Upon Termination

  

Voluntary
Termination
without
Good
Reason

($)

    

Termination by
Executive for
Good Reason
or Involuntary

Termination by
the Company
without Cause

($)

    

Involuntary
Termination
for Cause

($)

     Retirement
($)
    

Death or
Disability

($)

    

Change in
Control

($)

    

Qualified
  Termination  

Following
Change in
Control

($)

 
   

Salary Continuation

                                                
   

Annual Cash Bonus

                                                
   

Severance Payment

                                                
   

Share Awards

            4,843,685                      7,445,981               7,445,981  
   

Stock Options

                                                
   

Welfare Benefits

                                                

John C. Carson, Jr.

 

Benefit and Payments

Upon Termination

  

Voluntary
Termination
without
Good
Reason

($)

    

Termination by
Executive for
Good Reason
or Involuntary

Termination by
the Company
without Cause

($)

    

Involuntary
Termination
for Cause

($)

     Retirement
($)
    

Death or
Disability

($)

    

Change in
Control

($)

    

Qualified
  Termination  

Following
Change in
Control

($)

 
   

Salary Continuation

                                                
   

Annual Cash Bonus

                                                
   

Severance Payment

                                                
   

Share Awards

     4,196,156        4,196,156               4,196,156        4,611,416               4,611,416