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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary proxy statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Yours sincerely,
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Paul C. Reilly
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Chairman and Chief Executive Officer
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1.
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To elect twelve (12) directors to the Board of Directors, to hold office until the annual meeting of shareholders in 2020;
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2.
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To hold an advisory vote on executive compensation;
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3.
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To approve the Amended and Restated 2003 Employee Stock Purchase Plan;
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4.
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To ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending
September 30, 2019
; and
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5.
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To consider and act upon such other business as may properly come before the meeting or any adjournment thereof.
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1.
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The Proxy Statement for the Annual Meeting;
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2.
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The
2018
Annual Report to Shareholders; and
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3.
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The form of proxy card being distributed in connection with the Annual Meeting. Control/identification numbers are contained in the proxy materials accompanying this notice.
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By Order of the Board of Directors,
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Jonathan N. Santelli, Secretary
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January 17, 2019
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Why did I receive this Proxy Statement?
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You have received these proxy materials because Raymond James’s Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting on February 28, 2019. This proxy statement includes information that is designed to assist you in voting your shares and information that we are required to provide to you under the rules of the Securities and Exchange Commission (‘‘SEC’’). On January 17, 2019, we mailed this proxy statement to shareholders of record as of the close of business on December 26, 2018 (‘‘Record Date’’).
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What is a proxy?
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A ‘‘proxy’’ is a written authorization from you to another person that allows such person (the ‘‘proxy holder’’) to vote your shares on your behalf. The Board of Directors is asking you to allow any of the following persons to vote your shares at the Annual Meeting: Paul C. Reilly, Chairman and Chief Executive Officer, and Thomas A. James, Chairman Emeritus.
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Who is entitled to vote?
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Each Raymond James shareholder of record on the Record Date for the Annual Meeting is entitled to attend and vote at the Annual Meeting.
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What is the difference between holding shares as a shareholder ‘‘of record’’ and as a ‘‘beneficial owner’’?
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Shareholders of Record.
You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with Computershare, our transfer agent.
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Beneficial Owner.
You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in ‘‘street name.’’ As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. Please see
‘‘What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted ?
’’ for additional information.
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Raymond James has requested banks, brokerage firms and other nominees who hold Raymond James shares on behalf of beneficial owners of the shares as of the close of business on the Record Date to forward proxy materials to those beneficial owners. Raymond James has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.
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How many votes do I have?
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Every holder of a share of common stock on the Record Date will be entitled to one vote per share for each Director to be elected at the Annual Meeting and to one vote per share on each other matter presented at the Annual Meeting. On the Record Date there were 141,445,272
shares outstanding and entitled to vote at the Annual Meeting.
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What proposals are being presented at the Annual Meeting?
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Raymond James intends to present proposals numbered one through four for shareholder consideration and voting at the Annual Meeting. These proposals are for:
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1.
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Election of twelve (12) members of the Board of Directors;
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2.
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Advisory vote to approve executive compensation;
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3.
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Approval of the Amended and Restated 2003 Employee Stock Purchase Plan; and
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4.
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Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm.
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Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual Meeting, Raymond James does not know of any business or proposals to be considered at the Annual Meeting. If any other business is proposed and properly presented at the Annual Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on such matter in their discretion.
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How does the Board of Directors recommend that I vote?
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The Board of Directors recommends that you vote:
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FOR the election of the twelve (12) directors nominated by our Board and named in this proxy statement;
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FOR the approval, on an advisory basis, of the compensation of our named executive officers;
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FOR the approval of the Amended and Restated 2003 Employee Stock Purchase Plan; and
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FOR ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm.
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How do I attend the Annual Meeting?
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All shareholders are invited to attend the Annual Meeting.
If your Raymond James shares are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in order to vote your shares at the meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares, but you can still attend the Annual Meeting.
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How do I vote and what are the voting deadlines?
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You may vote your shares in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:
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By Mail:
If you have received your proxy materials by mail, you can vote by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you hold your shares in an account with a bank or broker (
i.e.
, in ‘‘street name’’), you can vote by following the instructions on the voting instruction card provided to you by your bank or broker. Proxy cards returned by mail must be received no later than the close of business on February 27, 2019.
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Via the Internet:
You can submit a proxy via the Internet until 1:00 a.m. Central Time on February 28, 2019, by accessing the website at
http://ww
w.investorvote.com/RJF
and following the instructions you will find on the website. Internet proxy submission is available 24 hours a day. You will be given the opportunity to confirm that your instructions have been properly recorded.
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By Telephone:
You can submit a proxy by telephone until 1:00 a.m. Central Time on February 28, 2019, by calling toll-free 1-800-652-VOTE (8683) (from the U.S. and Canada) and following the instructions.
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Even if you plan to be present at the Annual Meeting, we encourage you to vote your shares by proxy using one of the methods described above. Raymond James shareholders of record who attend the meeting may vote their shares in person, even though they have sent in proxies.
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What if my shares are held in the Raymond James ESOP?
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For participants in the Raymond James Employee Stock Ownership Plan (the ‘‘ESOP’’), your shares will be voted as you instruct the trustee of the ESOP. There are three ways to vote: by returning your proxy card, via the Internet or by telephone. Please follow the instructions included on your proxy card on how to vote using one of the three methods. Your vote will serve as voting instructions to the trustee of the ESOP for shares allocated to your account. If you do not vote shares allocated to your account held in the ESOP, your shares will nevertheless be voted by the trustee in the same proportion as it votes the shares of ESOP participants who have instructed the trustee on how to vote. You cannot vote your ESOP shares in person at the meeting.
To allow sufficient time for voting by the trustee of the ESOP, our transfer agent must receive your vote by no later than 5:00 p.m. Eastern Time on February 25, 2019.
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May I change or revoke my vote?
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Yes. You may change your vote in one of several ways at any time before it is exercised:
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Grant a subsequent proxy via the Internet or telephone;
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Submit another proxy card (or voting instruction card) with a date later than your previously delivered proxy;
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Notify our Secretary in writing before the Annual Meeting that you are revoking your proxy or, if you hold your shares in ‘‘street name,’’ follow the instructions on the voting instruction card; or
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If you are a shareholder of record, or a beneficial owner with a proxy from the shareholder of record, vote in person at the Annual Meeting.
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What will happen if I do not vote my shares?
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Shareholders of Record.
If you are the shareholder of record of your shares and you do not vote in person at the Annual Meeting, or by proxy by mail, via the Internet or by telephone, your shares will not be voted at the Annual Meeting.
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Beneficial Owners
. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under the rules of the New York Stock Exchange (‘‘NYSE’’), your broker or nominee has discretion to vote your shares on routine matters, such as Proposal 4, but does not have discretion to vote your shares on non-routine matters, such as Proposals 1, 2 and 3. Therefore, if you do not instruct your broker as to how to vote your shares on Proposals 1, 2 or 3, this would be a ‘‘broker non-vote,’’ and your shares would not be counted as having been voted on the applicable proposal.
We therefore strongly encourage you to instruct your broker or nominee on how you wish to vote your shares.
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What is the effect of a broker non-vote or abstention?
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Under NYSE rules, brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on a limited number of “routine” proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A ‘‘broker non-vote’’ occurs when a broker or other nominee does not receive such voting instructions and does not have the discretion to vote the shares. Pursuant to our By-laws, broker non-votes and abstentions are not counted as ‘‘votes cast’’ on such matter, but are counted for quorum purposes. With respect to Proposal 3 only (the approval of our Amended and Restated Employee Stock Purchase Plan), however, NYSE rules require that we treat abstentions as "votes cast" on such matter. This means that, for the proposal to be approved, the number of votes "for" the proposal must exceed the sum of the votes "against" and "abstain."
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What if I return a signed proxy or voting instruction card, but do not specify how my shares are to
be voted?
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Shareholders of Record
. If you are a shareholder of record and you submit a signed proxy, but you do not provide voting instructions, all of your shares will be voted FOR Proposals 1, 2, 3 and 4.
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Beneficial Owners
. If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under NYSE rules, brokers and other nominees have the discretion to vote on routine matters, such as Proposal 4, but do not have discretion to vote on non-routine matters, such as Proposals 1, 2 and 3. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 4 and any other routine matters properly presented for a vote at the Annual Meeting.
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What does it mean if I receive more than one set of Proxy Materials?
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It means you own Raymond James shares in more than one account, such as individually and jointly with your spouse. Please vote all of your shares. Beneficial owners sharing an address who are receiving multiple copies of the proxy materials may contact their broker, bank or other nominee to request that only a single copy of such document(s) be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, your broker, bank or other nominee may deliver only one copy of the proxy materials to multiple shareholders who share an address unless that broker, bank or other nominee has received contrary instructions from one or more of the beneficial owners. Raymond James will deliver promptly, upon request, a separate copy of the proxy materials to a shareholder at a shared address to which a single copy of such document(s) was delivered. Shareholders who wish to receive a separate written copy of such documents, now or in the future, should submit their request to our Secretary by writing Raymond James Financial, Inc., Attn: Secretary, 880 Carillon Parkway, St. Petersburg, Florida 33716.
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What is a quorum?
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A quorum is necessary to hold a valid meeting. The presence, in person or by proxy, of shareholders representing a majority of the outstanding capital stock of the company entitled to vote at the meeting constitutes a quorum for the conduct of business.
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What vote is required in order to approve each proposal?
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For each proposal, the affirmative vote of a majority of the ‘‘votes cast’’ on such proposal at the Annual Meeting is required. For Proposals 1, 2 and 4, our By-laws provide that a majority of the votes cast means that the number of shares voted ‘‘for’’ a proposal must exceed the number of shares voted ‘‘against’’ such proposal. Abstentions and broker non-votes, if any, are not counted as ‘‘votes cast’’ with respect to such proposal. (In the case of any contested director election, directors are elected by a plurality of the ‘‘votes cast.’’) For Proposal 3, however, NYSE rules require that abstentions be treated as "votes cast." As a result, for the approval of Proposal 3, the number of shares voted "for" the proposal must exceed the sum of the number of shares votes "against" and the number of shares voted "abstain" on such proposal.
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How will voting on any other business be conducted?
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Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual Meeting, we do not know of any business or proposals to be considered at the Annual Meeting. If any other business is proposed and properly presented at the Annual Meeting, the persons named as proxies will vote on the matter in their discretion.
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What happens if the Annual Meeting is adjourned or postponed?
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Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.
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Who will count the votes?
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Our General Counsel and Secretary will act as the inspector of election and will tabulate the votes.
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How can I find the results of the Annual Meeting?
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Preliminary results will be announced at the Annual Meeting. Final results will be published in a Current Report on Form 8-K that we will file with the SEC within four (4) business days after the Annual Meeting.
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Who is paying for the costs of this proxy solicitation?
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We will bear the expense of soliciting proxies. We have retained MacKenzie Partners, Inc. to solicit proxies for a fee of approximately $15,000 plus a reasonable amount to cover expenses. Proxies may also be solicited in person, by telephone or electronically by Raymond James personnel who will not receive additional compensation for such solicitation. Copies of proxy materials and our Annual Report will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.
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Audit and
Risk
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Corporate Governance, Nominating and Compensation
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Securities Repurchase Committee
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Securities Offerings Committee
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Charles G. von Arentschildt
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M
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—
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—
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—
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Shelley G. Broader
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M
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—
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—
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—
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Robert M. Dutkowsky
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M
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—
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—
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—
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Jeffrey N. Edwards
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—
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M
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M
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M
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Benjamin C. Esty
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C
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—
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—
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—
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Anne Gates
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M
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—
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Gordon L. Johnson
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—
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C
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—
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—
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Roderick C. McGeary
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M
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—
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—
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—
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Robert P. Saltzman
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—
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M
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M
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AM
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Susan N. Story
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—
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M
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M
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M
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Thomas A. James
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—
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—
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M
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M
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Paul C. Reilly
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—
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—
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M
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M
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Francis S. Godbold
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—
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—
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—
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AM
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•
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is comprised of at least three members of the Board, each of whom is ‘‘independent’’ of the company under the NYSE and SEC rules and is also ‘‘financially literate,’’ as defined under NYSE rules,
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includes at least one member who has accounting or financial management expertise, and at least one member who qualifies as an ‘‘audit committee financial expert’’ under applicable rules,
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•
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members and chair are appointed and removed by the Board,
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•
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members may not serve simultaneously on the audit committees of more than three public companies, including the company, unless the Board determines that such service would not impair such member’s effectiveness and such determination is disclosed under applicable rules,
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•
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is required to meet prior to each quarterly meeting of the Board and prior to the release of quarterly financial results,
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periodically meets with the director of Internal Audit and the independent auditor in separate executive sessions without members of senior management present,
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has the authority to retain independent advisors, at the company’s expense, wherever it deems appropriate to fulfill its duties, and
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reports to the Board regularly.
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the appointment, retention, compensation and oversight of the work of the independent auditor,
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annually reviewing the independent auditor’s report and evaluating its qualifications, performance and independence,
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pre-approval of the independent auditor’s engagement to provide any audit or permitted non-audit services,
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reviewing and discussing with management and the independent auditor (i) the company’s audited financial statements and related disclosures, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, (ii) its earnings press releases and periodic filings, (iii) its critical accounting policies, (iv) the quality and adequacy of its internal controls over financial reporting, disclosure controls and procedures, and accounting procedures, (v) any use of non-GAAP financial measures, and (vi) any audit problems or difficulties,
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approving in advance any proposed hiring of current or former employees of the company’s independent auditor,
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exercising oversight with respect to the company’s internal audit function, including receiving and reviewing reports from the internal audit department regarding the results of audits undertaken and management’s response to recommendations,
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exercising its authority to direct the internal audit department to undertake specific projects, including review of specific company departments,
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exercising oversight with respect to management’s responsibilities to assess and manage key risks, including market, credit, liquidity, funding, operational and reputational risk,
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exercising oversight of the company’s risk governance structure, including the performance of the CRO,
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reviewing reports regarding major risk exposures, including the Enterprise Risk Management Report,
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reviewing the pertinent risk parameters for the company’s most important risks and reviewing and approving corporate risk assessment and management procedures,
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reviewing reports from the chief compliance officer regarding compliance activities, and from the general counsel regarding material legal and regulatory matters, and
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preparing the annual report of the Audit and Risk Committee presented in the company’s proxy statement.
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is comprised solely of members of the Board who are ‘‘independent’’ of the company under the NYSE and SEC rules,
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•
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members are appointed and removed by the Board,
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is generally required to meet prior to each quarterly meeting of the Board and to hold an additional meeting to approve incentive compensation awards for senior management,
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has the authority to retain independent advisors, at the company’s expense, wherever it deems appropriate to fulfill its duties, including any compensation consulting firm or other adviser, and has direct responsibility for determining the compensation of, and exercising oversight of the work of, any such adviser, and
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•
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reports to the Board regularly.
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•
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annually approving the compensation structure for senior management,
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•
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annually establishing criteria for the compensation of the chief executive officer, evaluating his or her performance and determining the amount of his or her compensation,
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•
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reviewing executive succession planning for senior management, including the chief executive officer,
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•
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reviewing and approving the company’s equity-based and other incentive compensation plans, and overseeing the administration thereof,
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•
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annually reviewing and recommending to the Board the amounts for the company’s contributions to employee benefit plans,
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•
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overseeing the administration of the company’s other employee benefit plans, and
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•
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preparing the annual report on executive officer compensation for the company’s proxy statement.
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•
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that the compensation should fairly pay the non-executive directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees,
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•
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that a component of the compensation should be designed to align the non-executive directors’ interests with the long-term interests of the company’s shareholders, and
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•
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that non-executive directors’ independence may be compromised or impaired for Board or committee purposes if director compensation exceeds customary levels.
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•
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identifying potential nominees for director, including candidates recommended by management, reviewing their qualifications and experience, and recommending to the Board a slate of nominees for consideration by shareholders,
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•
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developing and monitoring compliance with corporate governance policies,
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•
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leading the Board in an annual review of its performance, and of the performance of each Board committee,
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•
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periodically reviewing and assessing the company’s codes of ethics to determine whether any changes are appropriate and recommending any such changes to the Board for its approval,
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•
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making recommendations to the Board with respect to reasonable director compensation, after considering the impact of compensation levels on director independence, and
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•
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exercising sole authority to retain any search firm to identify director candidates, including sole authority for determining the compensation of, and other terms for the engagement of, any such firm.
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•
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be an individual demonstrating high standards of integrity and character;
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•
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offer important perspectives on some aspect of the company’s business based on his or her business experience;
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•
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may not be on the boards of more than three (3) other public companies; and
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•
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may not be subject to certain convictions, sanctions, judgments, orders or suspensions imposed by courts or regulatory authorities.
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•
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Annual Retainer
— Annual cash retainer of $100,000
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•
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Meeting Attendance Fees
— No meeting attendance fees
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•
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Shares Fee
— Annual award of restricted stock units with a value of $150,000, which units will vest in full on the first anniversary of the grant
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•
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Lead Director Fee
— An additional annual cash fee of $25,000
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•
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Audit and Risk Committee Chair
— An additional annual cash fee of $50,000
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•
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Corporate Governance, Nominating and Compensation Committee Chair
— An additional annual cash fee of $15,000
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Name
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Year Service Commenced
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Shares of
Stock Held
(#)
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Restricted Stock Units Held
(#)
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Total Shares Held
(#)
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Share Ownership Goal Met
(1)
|
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Charles G. von Arentschildt
|
2015
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5,515
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1,644
|
7,159
|
ü
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Shelley G. Broader
|
2008
|
20,237
|
|
2,044
|
22,281
|
ü
|
Jeffrey N. Edwards
|
2014
|
10,237
|
|
2,044
|
12,281
|
ü
|
Benjamin C. Esty
|
2014
|
9,537
|
|
2,044
|
11,581
|
ü
|
Anne Gates
|
2018
|
—
|
|
1,617
|
1,617
|
—
|
Gordon L. Johnson
|
2010
|
15,707
|
|
3,101
|
18,808
|
ü
|
Roderick C. McGeary
|
2015
|
4,977
|
|
1,644
|
6,621
|
ü
|
Robert P. Saltzman
|
2007
|
22,737
|
|
2,044
|
24,781
|
ü
|
Susan N. Story
|
2008
|
23,094
|
|
2,044
|
25,138
|
ü
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(1)
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Based on our current compensation practices, it is anticipated that Ms. Gates will attain her share ownership goal within the time period prescribed by the policy.
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Name
(1)
|
Fees Paid
in Cash
($)
(2)
|
Stock
Awards
($)
(3)
|
All Other
Compensation ($)
(4)
|
Total
($)
|
||||||||||
Charles G. von Arentschildt
|
$
|
100,000
|
|
|
$
|
149,966
|
|
|
$
|
1,438
|
|
$
|
251,404
|
|
Shelley G. Broader
|
$
|
100,000
|
|
|
$
|
149,966
|
|
|
$
|
4,174
|
|
$
|
254,140
|
|
Jeffrey N. Edwards
|
$
|
100,000
|
|
|
$
|
149,966
|
|
|
$
|
2,690
|
|
$
|
252,656
|
|
Benjamin C. Esty
|
$
|
150,000
|
|
|
$
|
149,966
|
|
|
$
|
2,690
|
|
$
|
302,656
|
|
Anne Gates
(5)
|
$
|
50,000
|
|
|
$
|
149,912
|
|
(6)
|
$
|
—
|
|
$
|
199,912
|
|
Gordon L. Johnson
|
$
|
147,500
|
|
(7)
|
$
|
174,918
|
|
(8)
|
$
|
4,806
|
|
$
|
327,224
|
|
Roderick C. McGeary
|
$
|
100,000
|
|
|
$
|
149,966
|
|
|
$
|
1,438
|
|
$
|
251,404
|
|
Robert P. Saltzman
|
$
|
107,500
|
|
(9)
|
$
|
149,966
|
|
|
$
|
4,174
|
|
$
|
261,640
|
|
Susan N. Story
|
$
|
125,000
|
|
|
$
|
149,966
|
|
|
$
|
4,174
|
|
$
|
279,140
|
|
(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 “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” for information regarding his compensation as an employee.
|
(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
2018
. With the exception of RSUs awarded to Ms. Gates upon her appointment to the Board (see footnote 6 below for more information) and Mr. Johnson for service as a director of RJ Bank, the grant date fair value per share of the RSUs granted to each of the directors in fiscal year
2018
under Accounting Standards Codification (ASC) Topic 718 (‘‘ASC Topic 718’’) was $91.22. Awards vest on the first anniversary of the grant.
|
(4)
|
All other compensation represents accrued dividend equivalents on unvested restricted stock units as of September 30,
2018
.
|
(5)
|
Ms. Gates was appointed to the Board on February 25, 2018.
|
(6)
|
Includes 1,617 RSUs awarded to Ms. Gates upon her appointment to the Board in February 2018. The grant date fair value per share of these RSUs was $92.71.
|
(7)
|
The fees paid in cash to Mr. Johnson include $40,000 paid to him by RJ Bank for his service as a director and $7,500 for his service as the Corporate Governance, Nominating and Compensation Committee Chair.
|
(8)
|
Includes 277 RSUs awarded to Mr. Johnson for service as a director of RJ Bank. The grant date fair value per share of these RSUs was $90.08.
|
(9)
|
Includes $7,500 for his service as the Corporate Governance, Nominating and Compensation Committee Chair.
|
Name
|
Restricted
Stock Units Outstanding
(#)
|
Charles G. von Arentschildt
|
1,644
|
Shelley G. Broader
|
2,044
|
Jeffrey N. Edwards
|
2,044
|
Benjamin C. Esty
|
2,044
|
Anne Gates
|
1,617
|
Gordon L. Johnson
|
3,101
|
Roderick C. McGeary
|
1,644
|
Robert P. Saltzman
|
2,044
|
Susan N. Story
|
2,044
|
(1)
|
Except as described otherwise in the footnotes to this table, each beneficial owner in the table has sole voting and investment power with regard to the shares beneficially owned by such owner.
|
(2)
|
On February 12, 2018, The Vanguard Group, Inc., on behalf of itself and certain of its affiliates (collectively, “Vanguard”), filed a Schedule 13G/A with the SEC indicating that Vanguard had sole voting power with respect to 180,896 shares, shared voting power with respect to 26,368 shares, sole dispositive power with respect to 13,070,730 shares, and shared dispositive power with respect to 206,724 shares, of our common stock.
|
(3)
|
On January 29, 2018, BlackRock, Inc., on behalf of itself and certain of its affiliates (collectively, ‘‘BlackRock’’), filed a Schedule 13G/A with the SEC indicating that BlackRock had sole voting power with respect to 7,457,224 shares, and sole dispositive power with respect to 8,483,302 shares, of our common stock.
|
Name
|
Common Stock Beneficially Owned
|
||||||||||
Owned Shares
|
|
|
Number of Shares Subject to Exercisable Stock Options
|
Number of Shares Subject to Vesting of Restricted Stock Units
|
Total Number of Beneficially Owned Shares
|
Percent of Class
|
|
||||
Thomas A. James
|
13,867,199
|
|
(1)(2)
|
—
|
|
—
|
|
13,867,199
|
|
9.73
|
%
|
Charles G. von Arentschildt
|
5,515
|
|
|
—
|
|
—
|
|
5,515
|
|
*
|
|
Shelley G. Broader
|
20,237
|
|
|
—
|
|
—
|
|
20,237
|
|
*
|
|
James E. Bunn
|
17,664
|
|
(2)
|
1,800
|
|
—
|
|
19,464
|
|
*
|
|
Robert M. Dutkowsky
|
—
|
|
|
—
|
|
—
|
|
—
|
|
*
|
|
Jeffrey N. Edwards
|
10,237
|
|
|
—
|
|
—
|
|
10,237
|
|
*
|
|
Benjamin C. Esty
|
9,537
|
|
|
—
|
|
—
|
|
9,537
|
|
*
|
|
Anne Gates
|
—
|
|
|
—
|
|
—
|
|
—
|
|
*
|
|
Francis S. Godbold
|
154,658
|
|
(2)
|
—
|
|
—
|
|
154,658
|
|
*
|
|
Gordon L. Johnson
|
15,707
|
|
|
—
|
|
—
|
|
15,707
|
|
*
|
|
Jeffrey P. Julien
|
85,003
|
|
(2)(3)
|
5,400
|
|
—
|
|
90,403
|
|
*
|
|
Roderick C. McGeary
|
4,977
|
|
|
—
|
|
—
|
|
4,977
|
|
*
|
|
Paul C. Reilly
|
149,001
|
|
(2)
|
—
|
|
—
|
|
149,001
|
|
*
|
|
Robert P. Saltzman
|
22,737
|
|
|
—
|
|
—
|
|
22,737
|
|
*
|
|
Susan N. Story
|
23,094
|
|
|
—
|
|
—
|
|
23,094
|
|
*
|
|
Jeffrey E. Trocin
|
201,004
|
|
(2)
|
20,426
|
|
—
|
|
221,430
|
|
*
|
|
Dennis W. Zank
|
196,665
|
|
(2)
|
14,890
|
|
—
|
|
211,555
|
|
*
|
|
All Directors and Executive
Officers as a Group (28 persons) |
15,163,646
|
|
(2)
|
165,734
|
|
—
|
|
15,329,380
|
|
10.74
|
%
|
*
|
Less than 1%.
|
(1)
|
Includes 662,754 shares held by the Robert A. James Irrevocable Trust, for which
Thomas A. James
serves as trustee, and which has as beneficiaries other James family members.
Thomas A. James
disclaims any beneficial ownership interest in this trust. Includes 108,087 shares held by
Thomas A. James
’ spouse.
|
(2)
|
Includes shares credited to Employee Stock Ownership Plan accounts.
|
(3)
|
Includes 5,660 shares held by Mr.
Julien
’s spouse.
|
•
|
Paul C. Reilly, Chairman and Chief Executive Officer
|
•
|
Jeffrey P. Julien, Executive Vice President — Finance and Chief Financial Officer
|
•
|
James E. Bunn, Co-President - Global Equities and Investment Banking - Raymond James & Associates, Inc.
|
•
|
Jeffrey E. Trocin, Co-President - Global Equities and Investment Banking - Raymond James & Associates, Inc.
|
•
|
Dennis W. Zank, former Chief Operating Officer
|
•
|
Net revenues increased 14% and diluted earnings per share increased 33% compared to fiscal 2017,
|
•
|
Adjusted diluted earnings per share of $6.47
(1)
increased 24% compared to adjusted diluted earnings per share of $5.23
(1)
in fiscal 2017,
|
•
|
Our return on equity for the fiscal year was 14.4%, or 16.0%
(1)
on an adjusted basis, which is an admirable result particularly given our prudent capital position throughout fiscal 2018, and
|
•
|
The ratio of the firm’s total capital to risk-weighted assets remained above 20% throughout the year, well above regulatory requirements.
|
•
|
Private Client Group
- Record net revenues of $5.09 billion increased 15% and record pre-tax income of $576.1 million increased 54% over fiscal 2017. Record net revenues were driven by strong growth in assets in fee-based accounts, a significant net increase in the number of financial advisors to a record 7,813, and the benefit derived from higher short-term interest rates. Private Client Group assets under administration ended the fiscal year at a record $755.7 billion, representing 15% growth over September 30, 2017.
|
•
|
Asset Management
- Record net revenues of $654.4 million increased 34% and record pre-tax income of $235.3 million increased 37% over fiscal 2017. Record net revenues were driven by growth in financial assets under management, which reached a record $140.9 billion at the end of the fiscal year. The 46% annual growth in financial assets under management was attributable to the acquisition of Scout Investments and its Reams Asset Management division as well as strong net inflows in fee-based accounts in the Private Client Group and market appreciation.
|
•
|
Raymond James Bank
- Record net revenues of $726.7 million increased 23% and record pre-tax income of $491.8 million increased 20% over fiscal 2017. Record results were driven by robust loan growth with a focus on lending to clients of the Private Client Group and Capital Markets segments. Net loans at Raymond James Bank finished the year at a record $19.5 billion, reflecting 15% growth for the year. The increase in short-term interest rates helped the Bank’s net interest margin increase by 12 basis points to 3.22% in fiscal 2018 from 3.10% in fiscal 2017. Credit metrics continued to improve, with criticized loans decreasing 12% compared to fiscal 2017 and criticized loans as a percentage of total loans declining to 1.18% compared to 1.54% for fiscal 2017.
|
•
|
Capital Markets
- Net revenues of $963.8 million and pre-tax income of $90.6 million decreased 5% and 36% compared to fiscal 2017, respectively. Results in the Capital Markets segment were helped by record investment banking revenues of $440.8 million, which were up 11% over fiscal 2017. The record investment banking revenues, which were led by record M&A results, partially offset the decline in institutional commissions during the fiscal year.
|
•
|
A “corporate” peer group that was considered in reference to compensation decisions for Messrs. Reilly and Julien (our chief executive officer and chief financial officer, respectively), which included compensation information for similar positions in companies of comparable size to Raymond James (“Corporate Peers”), and
|
•
|
A second peer group that was considered in reference to compensation decisions for Messrs. Bunn and Trocin (our Co-Presidents, Global Equities and Investment Banking), which included compensation information for similar positions in companies of size and complexity comparable to this business unit (“Equity Capital Markets Peers”).
|
Corporate Peers
|
Equity Capital Markets Peers
|
Affiliated Managers Group
|
Cannacord Genuity
|
Ameriprise Financial Inc.
|
Cowen and Company
|
Charles Schwab Corp.
|
D.A. Davidson & Co.
|
E Trade Financial Corp.
|
Evercore Partners Inc.
|
Edward Jones
|
Jefferies
|
Franklin Resources Inc.
|
JMP Group LLC
|
Invesco Ltd.
|
KeyCorp.
|
Lazard Ltd.
|
Macquarie Group Limited
|
Legg Mason, Inc.
|
Moelis & Company
|
Leucadia National Corp.
|
Nomura Securities
|
LPL Financial Holdings Inc.
|
Piper Jaffray
|
Northern Trust Corp.
|
Robert W. Baird & Co.
|
Robert W. Baird
|
SunTrust/Robinson Humphrey
|
State Street Corp.
|
William Blair & Company
|
Stifel Financial Corp.
|
|
T. Rowe Price Group Inc.
|
|
TD Ameritrade Holding Corp.
|
|
Compensation Type
|
Pay Element
|
How It Is Determined
|
What It Does
|
|||
Fixed
|
|
Base Salary
|
➢
|
Varies with experience, duties and scope of responsibility
|
➢
|
Provides a base level of fixed pay
|
|
|
|
➢
|
Internal and external market factors
|
|
|
|
|
|
➢
|
Reviewed annually and adjusted effective at the beginning of each calendar year
|
|
|
Variable
|
|
Annual Bonus — Cash
|
➢
|
Based upon company’s annual financial results and progress against strategic objectives
|
➢
|
Provides a competitive annual incentive opportunity
|
|
|
|
➢
|
Funded from a pool not to exceed 6% of consolidated pre-tax income, with no individual bonus to exceed 3%
|
|
|
|
|
|
➢
|
For CEO, 50% of annual bonus is delivered in cash, and 50% in the form of equity awards - see below
|
|
|
|
|
|
➢
|
For other NEOs, if annual bonus exceeds $275,000, a portion is delivered in the form of equity awards − see below
|
|
|
Variable
|
|
Annual Bonus — Equity
|
➢
|
For CEO, 50% is delivered in the form of restricted stock units (‘‘RSUs’’), with 40% of those consisting of time-vesting RSUs and 60% consisting of performance-vesting RSUs
|
➢
|
Aligns executive with shareholder interests
|
|
|
|
➢
|
For other NEOs, if annual bonus exceeds $275,000, a variable portion of the amount above $250,000 is delivered in the form of RSUs, with the equity proportion increasing with size of bonus
|
➢
|
Encourages retention by vesting at end of 3-year period
|
|
|
|
➢
|
One-half of RSUs vest on 3
rd
anniversary of grant, and the remaining one-half vest on 3
rd
anniversary of grant conditional on company performance as set forth below
|
|
|
|
|
|
➢
|
Performance vesting requires company to attain defined adjusted, or non-GAAP, average after-tax return on equity (‘‘ROE’’) levels over the vesting period
|
➢
|
Performance vesting awards depend on company’s achievement of ROE thresholds, thus further aligning executive with long-term shareholder interests
|
|
|
|
➢
|
For 2018 awards, vesting formula ranges between 0% of award for ROE <7% to 150% of award for ROE ≥ 19%
|
|
|
Variable
|
|
Retention Awards - RSUs
|
➢
|
Annual RSU grants to executives are driven by retention needs
|
➢
|
Aligns executive with shareholder interests
|
|
|
|
➢
|
Grant amounts vary based on executive level
|
➢
|
Encourages retention by vesting 60% on 3
rd
anniversary, and 20% on each of 4
th
and 5
th
anniversaries of grant date
|
|
|
|
|
|
|
|
Variable
|
|
Retirement Plan
Contributions —
|
|
|
|
|
|
l
|
Profit Sharing Plan
|
➢
|
Contributions to Profit Sharing, ESOP and LTIP determined annually based on company performance
|
➢
|
Profit Sharing, ESOP and LTIP align executive with shareholder interests since they are funded based on company financial results
|
|
l
|
Employee Stock Ownership Plan (‘‘ESOP’’)
|
➢
|
Profit Sharing and ESOP are company-funded qualified retirement plans covering all associates
|
|
|
|
l
|
Long Term Incentive
Plan (‘‘LTIP’’)
|
➢
|
LTIP is a non-qualified, company-funded retention plan for highly compensated employees which relates to earnings in excess of qualified plan compensation limits
|
➢
|
LTIP encourages retention by vesting at end of five-year period
|
|
l
|
401(k) Plan
|
➢
|
Modest matching of employee contributions into 401(k) Plan
|
➢
|
401(k) facilitates tax-advantaged retirement savings
|
•
|
they more closely align the company’s CEO compensation with practices observed across our compensation peer group and the broader financial services sector;
|
•
|
they increase the transparency of the pay-for-performance relationship by tying a larger portion of pay to return on equity goals; and
|
•
|
they further enhance the already strong alignment of CEO pay with long-term shareholders’ interests by increasing the amount of compensation delivered in the form of equity.
|
Named Executive Officer
|
2018 Bonus Target
|
||
Paul C. Reilly
|
$
|
8,000,000
|
|
Jeffrey P. Julien
|
$
|
2,000,000
|
|
James E. Bunn
|
$
|
2,800,000
|
|
Jeffrey E. Trocin
|
$
|
2,800,000
|
|
Dennis W. Zank
|
$
|
2,900,000
|
|
Paul C. Reilly, Chairman and Chief Executive Officer —
|
2018 Annual Bonus: $11,000,000
|
Jeffrey P. Julien, Chief Financial Officer —
|
2018 Annual Bonus: $2,750,000
|
James E. Bunn, Co-President, Global Equities and Investment Banking —
|
2018 Annual Bonus: $3,750,000
|
Jeffrey E. Trocin, Co-President, Global Equities and Investment Banking —
|
2018 Annual Bonus: $3,300,000
|
Dennis W. Zank, Chief Operating Officer —
|
2018 Annual Bonus: $3,000,000
|
•
|
The company grants both the cash and equity components of annual bonus after our earnings for a performance year have been announced. In both the Annual Direct Compensation Table and the SCT, cash incentive compensation paid in fiscal
2019
for fiscal
2018
performance is shown as
2018
compensation. The presentation below treats equity awards similarly, so that equity awards granted in fiscal
2019
for
2018
performance are shown as
2018
compensation. The SCT does not follow this treatment, however, and instead reports the value of equity awards in the year in which they are granted, rather than the year in which they were earned. As a result, the SCT reports as
2018
compensation the value of equity awards granted in
2018
for
2017
performance.
|
•
|
The SCT reports ‘‘All Other Compensation.’’ These amounts are not part of the Committee’s compensation determinations and are therefore not shown in the presentation below.
|
Name
|
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
|
2018
|
$
|
500,000
|
|
$5,500,043
|
$
|
2,199,983
|
|
$
|
3,299,974
|
|
(5)
|
$
|
953,375
|
|
$12,453,375
|
Chairman and Chief
|
2017
|
$
|
486,250
|
|
$5,700,056
|
$
|
1,900,015
|
|
$
|
1,899,929
|
|
(6)
|
$
|
1,103,750
|
|
$11,090,000
|
Executive Officer - RJF
|
2016
|
$
|
445,000
|
|
$4,575,034
|
$
|
1,337,519
|
|
$
|
1,337,447
|
|
(7)
|
$
|
719,400
|
|
$8,414,400
|
Jeffrey P. Julien
|
2018
|
$
|
295,000
|
|
$2,262,508
|
$
|
243,746
|
|
$
|
243,746
|
|
(5)
|
$
|
381,350
|
|
$3,426,350
|
Executive VP, Finance
|
2017
|
$
|
280,000
|
|
$2,000,070
|
$
|
199,965
|
|
$
|
199,965
|
|
(6)
|
$
|
441,500
|
|
$3,121,500
|
and Chief Financial Officer - RJF
|
2016
|
$
|
280,000
|
|
$1,737,554
|
$
|
156,259
|
|
$
|
156,187
|
|
(7)
|
$
|
359,700
|
|
$2,689,700
|
James E. Bunn
Co-President, Global Equities and Investment Banking - RJA
|
2018
|
$
|
281,250
|
|
$2,825,052
|
$
|
462,474
|
|
$
|
462,474
|
|
(5)
|
$
|
381,350
|
|
$4,412,600
|
Jeffrey E. Trocin
|
2018
|
$
|
301,250
|
|
$2,600,054
|
$
|
350,011
|
|
$
|
349,935
|
|
(5)
|
$
|
228,810
|
|
$3,830,060
|
Co-President, Global Equities
|
2017
|
$
|
305,000
|
|
$2,700,053
|
$
|
400,017
|
|
$
|
399,930
|
|
(6)
|
$
|
441,500
|
|
$4,246,500
|
and Investment Banking - RJA
|
2016
|
$
|
305,000
|
|
$1,620,000
|
$
|
140,017
|
|
$
|
139,944
|
|
(7)
|
$
|
359,700
|
|
$2,564,661
|
Dennis W. Zank
|
2018
|
$
|
330,000
|
|
$2,450,004
|
$
|
275,036
|
|
$
|
274,960
|
|
(5)
|
$
|
—
|
|
$3,330,000
|
Chief Operating Officer - RJF
|
2017
|
$
|
330,000
|
|
$2,575,074
|
$
|
337,463
|
|
$
|
337,463
|
|
(6)
|
$
|
441,500
|
|
$4,021,500
|
|
2016
|
$
|
330,000
|
|
$2,450,012
|
$
|
275,030
|
|
$
|
274,958
|
|
(7)
|
$
|
359,700
|
|
$3,689,700
|
(1)
|
Other than with respect to Mr. Reilly’s 2018 bonus, represents the applicable portion of any annual bonus that exceeds $275,000 for each NEO that is delivered in the form of restricted stock units (‘‘RSUs’’). The proportion delivered in RSUs varies with the size of the annual bonus according to the formula presented on page 38 hereof. Of Mr. Reilly’s 2018 total bonus, 50% was delivered in cash and 50% in RSUs. Of the 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 number of RSUs delivered as annual bonus, computed as described in footnote (1) to this table, and assuming vesting of 100% of the respective awards. RSUs reported in this column vest, if at all, contingent upon the company achieving certain defined adjusted (or non-GAAP) average after-tax return on equity (‘‘ROE’’) levels over a 3-year measurement period, in accordance with the formula presented in footnote (21) to the Outstanding Equity Awards at Fiscal Year End for 2018 table.
|
(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 2019 vest contingent upon the company achieving ROE over a vesting period consisting of fiscal years 2019 - 2021, as explained in footnote (3) above. The following amounts represent the maximum value at the grant date of the RSUs granted in fiscal year 2019 for fiscal year 2018 performance: Mr. Reilly $4,949,961, Mr. Julien $365,619, Mr. Bunn $693,711, Mr. Trocin $524,903 and Mr. Zank $412,440.
|
(6)
|
RSUs granted in fiscal year 2018 vest contingent upon the company achieving ROE over a vesting period consisting of fiscal years 2018 - 2020, as explained in footnote (3) above. The following amounts represent the maximum value at the grant date of the RSUs granted in fiscal year 2018 for fiscal year 2017 performance: Mr. Reilly $2,849,894, Mr. Julien $299,948, Mr. Trocin $599,895 and Mr. Zank $506,195.
|
(7)
|
RSUs granted in fiscal year 2017 vest contingent upon the Company achieving ROE over a vesting period consisting of fiscal years 2017 - 2019, as explained in footnote (3) above. The following amounts represent the maximum value at the grant date of the RSUs granted in fiscal year 2017 for fiscal year 2016 performance: Mr. Reilly $2,006,171, Mr. Julien $234,281, Mr. Trocin $209,916 and Mr. Zank $412,437.
|
Adjusted 3-Year Average After-Tax ROE
|
RSU Vesting
Percentage
|
≥19%
|
150%
|
16%
|
125%
|
13%
|
100%
|
10%
|
75%
|
7%
|
50%
|
<7%
|
0%
|
•
|
At the direction of the Committee, an independent compensation consultant partnered with our Enterprise Risk Management and Human Resources functions to conduct an independent assessment of the material incentive compensation plans across the organization.
|
•
|
This process began 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 were further reviewed across a consistent framework to identify potential operational plan risks of the incentive design.
|
•
|
The incentive design evaluation focused 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.
|
Name
|
Year
|
Salary
|
Bonus
(1)
|
Stock
Awards
(2)
|
All Other Compensation
(3)
|
Total
|
|||||
Paul C. Reilly
|
2018
|
$
|
500,000
|
|
$5,500,043
|
$
|
4,903,694
|
|
(4)
|
$219,906
|
$11,123,643
|
Chairman and Chief
|
2017
|
$
|
486,250
|
|
$5,700,056
|
$
|
3,394,366
|
|
|
$187,575
|
$9,768,247
|
Executive Officer - RJF
|
2016
|
$
|
445,000
|
|
$4,575,034
|
$
|
2,997,970
|
|
|
$231,809
|
$8,249,813
|
Jeffrey P. Julien
|
2018
|
$
|
295,000
|
|
$2,262,508
|
$
|
841,430
|
|
(5)
|
$141,690
|
$3,540,628
|
Executive VP, Finance
|
2017
|
$
|
280,000
|
|
$2,000,070
|
$
|
672,146
|
|
|
$138,932
|
$3,091,148
|
and Chief Financial Officer - RJF
|
2016
|
$
|
280,000
|
|
$1,737,554
|
$
|
556,444
|
|
|
$119,197
|
$2,693,195
|
James E. Bunn
|
2018
|
$
|
281,250
|
|
$2,825,052
|
$
|
1,484,167
|
|
(6)
|
$153,176
|
$4,743,645
|
Co-President, Global Equities and Investment Banking - RJA
|
|
|
|
|
|
|
|
||||
Jeffrey E. Trocin
|
2018
|
$
|
301,250
|
|
$2,600,054
|
$
|
1,241,447
|
|
(7)
|
$193,724
|
$4,336,475
|
Co-President, Global Equities
|
2017
|
$
|
305,000
|
|
$2,700,053
|
$
|
639,661
|
|
|
$183,789
|
$3,828,503
|
and Investment Banking - RJA
|
2016
|
$
|
305,000
|
|
$1,620,000
|
$
|
798,994
|
|
|
$178,541
|
$2,902,535
|
Dennis W. Zank
|
2018
|
$
|
330,000
|
|
$2,450,004
|
$
|
1,116,426
|
|
(8)
|
$128,121
|
$4,024,551
|
Chief Operating Officer - RJF
|
2017
|
$
|
330,000
|
|
$2,575,074
|
$
|
909,688
|
|
|
$122,458
|
$3,937,220
|
|
2016
|
$
|
330,000
|
|
$2,450,012
|
$
|
786,456
|
|
|
$129,789
|
$3,696,257
|
(1)
|
The amounts disclosed in the Bonus column represent the annual cash bonus, as described in the CD&A, awarded to the Named Executive Officers.
|
(2)
|
The amounts shown in the Stock Awards columns represent the grant date fair value of equity awards granted to the Named Executive Officers 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 20 to our financial statements in our Annual Report on Form 10-K for the year ended
September 30, 2018
. For more information, see the Grants of Plan Based Awards for Fiscal 2018 table below.
|
(3)
|
See the All Other Compensation table below for a breakdown of these amounts.
|
(4)
|
Includes 34,430 RSUs that are time-vesting and 21,929 RSUs that are performance vesting awards. The maximum value at the grant date of the performance vesting RSUs for Mr. Reilly is $2,849,893.
|
(5)
|
Includes 7,308 RSUs that are time-vesting and 2,308 RSUs that are performance vesting awards. The maximum value at the grant date of the performance vesting RSUs for Mr. Julien is $299,948.
|
(6)
|
Includes 16,977 RSUs that are time-vesting.
|
(7)
|
Includes 9,617 RSUs that are time-vesting and 4,616 RSUs that are performance vesting awards. The maximum value at the grant date of the performance vesting RSUs for Mr. Trocin is $599,895.
|
(8)
|
Includes 8,895 RSUs that are time-vesting and 3,895 RSUs that are performance vesting awards. The maximum value at the grant date of the performance vesting RSUs for Mr. Zank is $506,194.
|
|
Employee Stock Ownership Plan Contribution
|
Profit Sharing Contribution
|
401(k) Company Match
|
Deferred Compensation Plan Contribution
(a)
|
Deferred Compensation Plan Gain
(a)
|
Accrued Dividends
(b)
|
Commissions
|
Perquisites
|
|
Total All Other Compensation
|
||||||||||||||||||
Paul C. Reilly
|
$
|
5,400
|
|
$
|
15,199
|
|
$
|
1,000
|
|
$
|
45,600
|
|
$
|
20,861
|
|
$
|
75,999
|
|
$
|
—
|
|
$
|
55,847
|
|
(c)
|
$
|
219,906
|
|
Jeffrey P. Julien
|
$
|
5,400
|
|
$
|
17,290
|
|
$
|
1,000
|
|
$
|
45,600
|
|
$
|
61,122
|
|
$
|
11,278
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
141,690
|
|
James E. Bunn
|
$
|
5,400
|
|
$
|
15,681
|
|
$
|
1,000
|
|
$
|
45,600
|
|
$
|
43,527
|
|
$
|
41,968
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
153,176
|
|
Jeffrey E. Trocin
|
$
|
5,400
|
|
$
|
17,048
|
|
$
|
1,000
|
|
$
|
45,600
|
|
$
|
92,909
|
|
$
|
31,577
|
|
$
|
190
|
|
$
|
—
|
|
|
$
|
193,724
|
|
Dennis W. Zank
|
$
|
5,400
|
|
$
|
17,692
|
|
$
|
1,000
|
|
$
|
45,600
|
|
$
|
22,303
|
|
$
|
20,863
|
|
$
|
15,263
|
|
$
|
—
|
|
|
$
|
128,121
|
|
(a)
|
See Nonqualified Deferred Compensation table for more information.
|
(b)
|
Includes accrued dividend equivalents on unvested restricted stock units as of September 30, 2018.
|
(c)
|
Includes company-paid travel, hotel and meal related expenses for spouse in conjunction with company-sponsored off-site business meetings and tickets to sporting events. Company-paid travel expenses include approximately $43,000 in airfare ticket costs.
|
Name
|
Grant Date
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
(1)(2)
|
All Other Stock Awards: Number of Units
(2)
|
|
Grant Date Fair Value of Stock Awards ($)
(6)
|
||
Threshold
(3)
|
Target
(4)
|
Maximum
(5)
|
|||||
Paul C. Reilly
|
12/15/2017
|
10,965
|
21,929
|
32,894
|
|
|
$1,899,929
|
|
12/15/2017
|
|
|
|
21,930
|
(7)
|
$1,900,015
|
|
11/30/2017
|
|
|
|
12,500
|
(8)
|
$1,103,750
|
Jeffrey P. Julien
|
12/15/2017
|
1,154
|
2,308
|
3,462
|
|
|
$199,965
|
|
12/15/2017
|
|
|
|
2,308
|
(7)
|
$199,965
|
|
11/30/2017
|
|
|
|
5,000
|
(8)
|
$441,500
|
James E. Bunn
|
12/15/2017
|
|
|
|
8,977
|
(7)
|
$777,767
|
|
11/30/2017
|
|
|
|
5,000
|
(8)
|
$441,500
|
|
11/30/2017
|
|
|
|
3,000
|
(9)
|
$264,900
|
Jeffrey E. Trocin
|
12/15/2017
|
2,308
|
4,616
|
6,924
|
|
|
$399,930
|
|
12/15/2017
|
|
|
|
4,617
|
(7)
|
$400,017
|
|
11/30/2017
|
|
|
|
5,000
|
(8)
|
$441,500
|
Dennis W. Zank
|
12/15/2017
|
1,948
|
3,895
|
5,843
|
|
|
$337,463
|
|
12/15/2017
|
|
|
|
3,895
|
(7)
|
$337,463
|
|
11/30/2017
|
|
|
|
5,000
|
(8)
|
$441,500
|
(1)
|
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 after-tax return on equity for fiscal years
2018
,
2019
and
2020
. See footnote (21) to the Outstanding Equity Awards at Fiscal Year End for 2018 table hereof for more information.
|
(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 RSUs that were actually paid during the vesting period.
|
(3)
|
Threshold is 50 percent of awarded RSUs if the adjusted three-year average after-tax return on equity is at least equal to 6 percent.
|
(4)
|
Target is 100 percent of awarded RSUs if the adjusted three-year average after-tax return on equity is equal to 12 percent.
|
(5)
|
Maximum is 150 percent of awarded RSUs if the adjusted three-year average after-tax return on equity is 18 percent or more.
|
(6)
|
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 20 to the financial statements in our Annual Report on Form 10-K for the fiscal year ended
September 30, 2018
.
|
(7)
|
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.
|
(8)
|
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.
|
(9)
|
Represents a special stock retention award 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.
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
Name
|
Number of Securities Underlying Unexercised Options Exercisable
|
Number of Securities Underlying Unexercised Options Unexercisable
|
Option Exercise Price
|
Option Expiration Date
|
|
Number of Units of Stock That Have Not Vested
|
Market Value of Units of Stock That Have Not Vested
(1)
|
Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested
(2)
|
Equity Incentive Plan Awards: Market Value Of Unearned Units That Have Not Vested
(1)
|
|||
Paul C. Reilly
|
2,500
|
|
$37.87
|
11/29/2019
|
(3)
|
|
2,000
|
(4)
|
$184,100
|
20,890
|
(5)
|
$1,922,925
|
|
9,890
|
2,500
|
$48.20
|
11/21/2020
|
(6)
|
|
10,000
|
(7)
|
$920,500
|
18,445
|
(8)
|
$1,697,862
|
|
7,500
|
5,000
|
$55.49
|
11/20/2021
|
(9)
|
|
20,891
|
(10)
|
$1,923,017
|
21,929
|
(11)
|
$2,018,564
|
|
|
|
|
|
|
|
10,000
|
(12)
|
$920,500
|
|
|
|
|
|
|
|
|
|
|
18,446
|
(13)
|
$1,697,954
|
|
|
|
|
|
|
|
|
|
|
12,500
|
(14)
|
$1,150,625
|
|
|
|
|
|
|
|
|
|
|
21,930
|
(15)
|
$2,018,657
|
|
|
|
Jeffrey P. Julien
|
9,890
|
2,500
|
$48.20
|
11/21/2020
|
(6)
|
|
5,000
|
(7)
|
$460,250
|
2,325
|
(5)
|
$214,016
|
|
7,500
|
5,000
|
$55.49
|
11/20/2021
|
(9)
|
|
2,326
|
(10)
|
$214,108
|
2,154
|
(8)
|
$198,276
|
|
|
|
|
|
|
|
5,000
|
(12)
|
$460,250
|
2,308
|
(11)
|
$212,451
|
|
|
|
|
|
|
|
2,155
|
(13)
|
$198,368
|
|
|
|
|
|
|
|
|
|
|
5,000
|
(14)
|
$460,250
|
|
|
|
|
|
|
|
|
|
|
2,308
|
(15)
|
$212,451
|
|
|
|
James E. Bunn
|
|
800
|
$48.20
|
11/21/2020
|
(16)
|
|
1,000
|
(18)
|
$92,050
|
|
|
|
|
|
2,000
|
$55.49
|
11/20/2021
|
(17)
|
|
1,400
|
(19)
|
$128,870
|
|
|
|
|
|
|
|
|
|
|
10,529
|
(10)
|
$969,194
|
|
|
|
|
|
|
|
|
|
|
3,000
|
(12)
|
$276,150
|
|
|
|
|
|
|
|
|
|
|
4,597
|
(13)
|
$423,154
|
|
|
|
|
|
|
|
|
|
|
8,000
|
(14)
|
$736,400
|
|
|
|
|
|
|
|
|
|
|
8,977
|
(15)
|
$826,333
|
|
|
|
Jeffrey E. Trocin
|
17,360
|
|
$37.87
|
11/29/2019
|
(20)
|
|
5,000
|
(7)
|
$460,250
|
4,415
|
(5)
|
$406,401
|
|
10,000
|
2,500
|
$48.20
|
11/21/2020
|
(6)
|
|
4,415
|
(10)
|
$406,401
|
1,930
|
(8)
|
$177,657
|
|
7,500
|
5,000
|
$55.49
|
11/20/2021
|
(9)
|
|
5,000
|
(12)
|
$460,250
|
4,616
|
(11)
|
$424,903
|
|
|
|
|
|
|
|
1,931
|
(13)
|
$177,749
|
|
|
|
|
|
|
|
|
|
|
5,000
|
(14)
|
$460,250
|
|
|
|
|
|
|
|
|
|
|
4,617
|
(15)
|
$424,995
|
|
|
|
Dennis W. Zank
|
2,390
|
2,500
|
$48.20
|
11/21/2020
|
(6)
|
|
5,000
|
(7)
|
$460,250
|
4,307
|
(5)
|
$396,459
|
|
7,500
|
5,000
|
$55.49
|
11/20/2021
|
(9)
|
|
4,307
|
(10)
|
$396,459
|
3,792
|
(8)
|
$349,054
|
|
|
|
|
|
|
|
5,000
|
(12)
|
$460,250
|
3,895
|
(11)
|
$358,535
|
|
|
|
|
|
|
|
3,793
|
(13)
|
$349,146
|
|
|
|
|
|
|
|
|
|
|
5,000
|
(14)
|
$460,250
|
|
|
|
|
|
|
|
|
|
|
3,895
|
(15)
|
$358,535
|
|
|
|
(1)
|
The market value of stock awards is based on the closing market price of our common stock on the New York Stock Exchange on
September 30, 2018
, which was $92.05.
|
(2)
|
The number of units reported assumes that the award received by each named executive officer upon vesting is 100 percent of awarded RSUs based upon achieving an adjusted average after-tax return on equity of 11 percent for grants in fiscal years 2016 and 2017, 12 percent for grants in fiscal year 2018, and 13 percent for grants made in fiscal year 2019. See footnote (21) to this table for more information. For purposes of calculating the adjusted average after-
|
(3)
|
The 12,500 option award was granted seven years prior to the option expiration date.
|
(4)
|
The 10,000 RSU award was granted on November 21, 2013. The unvested RSUs vest five years from date of grant.
|
(5)
|
The RSU award was granted on December 15, 2015 and vests three years from that date based on the Company’s adjusted three-year average after-tax return on equity for fiscal years 2016, 2017 and 2018.
|
(6)
|
The 12,500 option award was granted seven years prior to the option expiration date. The unexercisable options vest in five years from the date of grant.
|
(7)
|
The RSU award was granted on November 18, 2015 and vests 60% in three years, 20% in four years and 20% in five year from date of grant.
|
(8)
|
The RSU award was granted on December 15, 2016 and vests in three years from that date based on the Company’s adjusted three-year average after-tax return on equity for fiscal years 2017, 2018 and 2019.
|
(9)
|
The 12,500 option award was granted seven years prior to the option expiration date. The unexerciseable options vest 50% in four years and 50% in five years from the date of grant.
|
(10)
|
The RSU award was granted on December 15, 2015 and cliff vests in three years from that date.
|
(11)
|
The RSU award was granted on December 15, 2017 and vests in three years from that date based on the Company’s adjusted three-year average after-tax return on equity for fiscal years 2018, 2019 and 2020.
|
(12)
|
The RSU award was granted on November 30, 2016 and vests 60% in three years, 20% in four years and 20% in five years from that date.
|
(13)
|
The RSU award was granted on December 15, 2016 and cliff vests in three years from that date.
|
(14)
|
The RSU award was granted on November 30, 2017 and vests 60% in three years, 20% in four years and 20% in five years from that date.
|
(15)
|
The RSU award was granted on December 15, 2017 and cliff vests in three years from that date.
|
(16)
|
The 4,000 option award was granted seven years prior to the option expiration date. The unexerciseable options vest in five years from the date of grant.
|
(17)
|
The 5,000 option award was granted seven years prior to the option expiration date. The unexerciseable options vest 50% in four years and 50% in five years from the date of grant.
|
(18)
|
The 5,000 RSU award was granted on November 21, 2013. The unvested RSUs vest five years from date of grant.
|
(19)
|
The RSU award was granted on November 19, 2015 and vests 60% in three years, 20% in four years and 20% in five years from that date.
|
(20)
|
The 20,000 option award was granted seven years prior to the option expiration date.
|
(21)
|
Certain RSUs granted since fiscal year 2016 vest on the 3rd anniversary of the grant only if the company attains certain adjusted average after-tax return on equity (“ROE”) levels over a 3-year vesting period. The vesting formulas are as follows (with results to be interpolated as necessary):
|
Awards Granted in Fiscal Year 2019
|
|
Adjusted 3-Year Average After-Tax ROE
|
RSU Vesting
Percentage
|
≥19%
|
150%
|
16%
|
125%
|
13%
|
100%
|
10%
|
75%
|
7%
|
50%
|
<7%
|
0%
|
Awards Granted in Fiscal Year 2018
|
|
Adjusted 3-Year Average After-Tax ROE
|
RSU Vesting
Percentage
|
≥18%
|
150%
|
15%
|
125%
|
12%
|
100%
|
9%
|
75%
|
6%
|
50%
|
<6%
|
0%
|
|
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
|
1,481
|
$130,747
|
|
31,133
|
$2,750,290
|
(5)
|
Jeffrey P. Julien
|
2,610
|
$130,538
|
|
4,699
|
$416,138
|
(6)
|
James E. Bunn
|
2,822
|
$223,067
|
|
17,220
|
$1,516,403
|
(7)
|
Jeffrey E. Trocin
|
2,640
|
$138,547
|
|
13,157
|
$1,165,171
|
(8)
|
Dennis W. Zank
|
2,610
|
$130,389
|
|
8,693
|
$769,844
|
(9)
|
(1)
|
Total number of shares underlying the options exercised during fiscal year
2018
.
|
(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 restricted stock units that vested during fiscal year
2018
.
|
(4)
|
The value of the shares on each respective vesting date using the closing market price for our common stock.
|
(5)
|
2,000 shares vested on November 21, 2017, when the closing price of our common stock was $85.15. 14,142 shares vested on December 15, 2017, when the closing price of our common stock was $88.24. 14,991 shares vested on January 2, 2018, when the closing price of our common stock was $88.86.
|
(6)
|
2,281 shares vested on December 15, 2017, when the closing price of our common stock was $88.24. 2,418 shares vested on January 2, 2018, when the closing price of our common stock was $88.86.
|
(7)
|
1,000 shares vested on November 21, 2017, when the closing price of our common stock was $85.15. 16,220 shares vested on December 15, 2017, when the closing price of our common stock was $88.24.
|
(8)
|
6,387 shares vested on December 15, 2017, when the closing price of our common stock was $88.24. 6,770 shares vested on January 2, 2018, when the closing price of our common stock was $88.86.
|
(9)
|
4,220 shares vested on December 15, 2017, when the closing price of our common stock was $88.24. 4,473 shares vested on January 2, 2018, when the closing price of our common stock was $88.86.
|
Name
|
Executive Contributions in Last Fiscal Year
(1)
|
Registrant Contributions in Last Fiscal Year
(2)(3)
|
Aggregate Earnings (Losses) in Last Fiscal Year
(2)
|
Aggregate Withdrawals/ Distributions
|
Aggregate Balance at Last Fiscal Year-End
|
|||||||||||
Paul C. Reilly
|
|
|
|
|
|
|
||||||||||
LTIP
|
$
|
—
|
|
$
|
45,600
|
|
$
|
20,861
|
|
$
|
53,839
|
|
$
|
240,294
|
|
(4)
|
Jeffrey P. Julien
|
|
|
|
|
|
|
||||||||||
LTIP
|
$
|
—
|
|
$
|
45,600
|
|
$
|
55,431
|
|
$
|
—
|
|
$
|
637,002
|
|
(4)
|
DMBP
|
$
|
—
|
|
$
|
—
|
|
$
|
1,118
|
|
$
|
—
|
|
$
|
280,585
|
|
(5)
|
VDCP
|
$
|
—
|
|
$
|
—
|
|
$
|
4,573
|
|
$
|
—
|
|
$
|
411,739
|
|
(6)
|
James E. Bunn
|
|
|
|
|
|
|
||||||||||
LTIP
|
$
|
—
|
|
$
|
45,600
|
|
$
|
32,243
|
|
$
|
—
|
|
$
|
377,590
|
|
(4)
|
VDCP
|
$
|
8,438
|
|
$
|
—
|
|
$
|
11,284
|
|
$
|
—
|
|
$
|
166,143
|
|
(6)
|
Jeffrey E. Trocin
|
|
|
|
|
|
|
||||||||||
LTIP
|
$
|
—
|
|
$
|
45,600
|
|
$
|
91,649
|
|
$
|
89,195
|
|
$
|
1,025,659
|
|
(4)
|
DMBP
|
$
|
—
|
|
$
|
—
|
|
$
|
1,260
|
|
$
|
—
|
|
$
|
316,297
|
|
(5)
|
Dennis W. Zank
|
|
|
|
|
|
|
||||||||||
LTIP
|
$
|
—
|
|
$
|
45,600
|
|
$
|
20,861
|
|
$
|
53,839
|
|
$
|
240,294
|
|
(4)
|
DMBP
|
$
|
—
|
|
$
|
—
|
|
$
|
1,442
|
|
$
|
—
|
|
$
|
361,923
|
|
(5)
|
(1)
|
The amounts presented are included in the Salary column of the Summary Compensation Table and represents salary deferred in October 2017 through December 2017.
|
(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
2018
fiscal year but contributed in December
2018
.
|
(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, 2018
, Mr.
Reilly
$47,025, Mr.
Julien
$443,734, Mr.
Bunn
$184,321, Mr.
Trocin
$832,390, and Mr.
Zank
$47,025.
|
(5)
|
The amounts presented include previously and currently reported compensation with respect to DMBP contributions made by us. The following amounts represent vested balances at
September 30, 2018
: Mr.
Julien
$280,585, Mr.
Trocin
$316,297, and Mr.
Zank
$361,923.
|
(6)
|
The amount presented includes currently reported compensation with respect to VDCP contributions made by Mr.
Julien
and Mr.
Bunn
. The entire balance is vested as of
September 30, 2018
.
|
Benefit and Payments
Upon Termination
|
Voluntary Termination without Good Reason
($)
|
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
|
11,278,979
|
|
11,278,979
|
|
—
|
|
11,278,979
|
|
14,454,704
|
|
—
|
|
14,454,704
|
|
Options
|
—
|
|
—
|
|
—
|
|
—
|
|
292,425
|
|
—
|
|
262,054
|
|
Welfare Benefits
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
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
($)
|
|||||||
Salary Continuation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Annual Cash Bonus
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Severance Payment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Share Awards
|
1,249,671
|
|
1,249,671
|
|
—
|
|
1,249,671
|
|
2,630,421
|
|
—
|
|
2,630,421
|
|
Options
|
—
|
|
—
|
|
—
|
|
—
|
|
292,425
|
|
—
|
|
262,054
|
|
Welfare Benefits
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Benefit and Payments
Upon Termination
|
Voluntary Termination without Good Reason
($)
|
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
|
—
|
|
2,218,681
|
|
—
|
|
—
|
|
3,452,151
|
|
—
|
|
3,452,151
|
|
Options
|
—
|
|
—
|
|
—
|
|
—
|
|
108,200
|
|
—
|
|
96,363
|
|
Welfare Benefits
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
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
($)
|
|||||||
Salary Continuation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Annual Cash Bonus
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Severance Payment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Share Awards
|
849,898
|
|
2,018,104
|
|
—
|
|
849,898
|
|
3,398,854
|
|
—
|
|
3,398,854
|
|
Options
|
—
|
|
—
|
|
—
|
|
—
|
|
292,425
|
|
—
|
|
262,054
|
|
Welfare Benefits
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Benefit and Payments
Upon Termination
|
Voluntary Termination without Good Reason
($)
|
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
|
2,208,187
|
|
2,208,187
|
|
—
|
|
2,208,187
|
|
3,588,937
|
|
—
|
|
3,588,937
|
|
Options
|
—
|
|
—
|
|
—
|
|
—
|
|
292,425
|
|
—
|
|
262,054
|
|
Welfare Benefits
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
•
|
the median of the annual total compensation of all employees (other than the CEO) was $92,950;
|
•
|
the annual total compensation of the CEO, as reported in the Summary Compensation Table, was $11,123,643; and
|
•
|
the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 120 to 1.
|
|
Gordon L. Johnson, Chairman
|
|
Jeffrey N. Edwards
|
|
Robert P. Saltzman
|
|
Susan N. Story
|
|
Benjamin C. Esty, Chairman
|
|
Charles G. von Arentschildt
|
|
Shelley G. Broader
|
|
Robert M. Dutkowsky
|
|
Anne Gates
|
|
Roderick C. McGeary
|
|
Fiscal Year
|
||||
|
2018
|
|
2017
|
||
|
|
($)
|
|
||
Audit Fees
(1)
|
6,542,265
|
|
|
5,512,490
|
|
Audit-Related Fees
(2)
|
559,821
|
|
|
676,971
|
|
Tax Fees
(3)
|
380,413
|
|
|
475,019
|
|
All Other Fees
(4)
|
126,759
|
|
|
6,699
|
|
Total Fees
|
7,609,258
|
|
|
6,671,179
|
|
(1)
|
Audit Fees represents fees for the audit of the company’s consolidated and subsidiary financial statements.
|
(2)
|
Audit-Related Fees consist primarily of fees for custody rule examinations of registered investment advisors, including the issuance of an independent auditors report on controls over custody operations, an examination to report on controls applicable to our “e-folio” fixed income client application, FICCA attestations for our mutual fund customers and HUD attestations for RJ Bank. Audit-Related Fees also include fees for comfort letters for debt offerings.
|
(3)
|
Tax Fees includes tax compliance and consulting services related to federal and state tax returns.
|
(4)
|
All Other Fees consist principally of technical services provided during the implementation of certain accounting standards.
|
Name and Title
|
Number of
Shares
Repurchased
(#)
|
Aggregate
Consideration
($)
|
James E. Bunn
|
1,534
|
136,311
|
Paul C. Reilly
|
2,391
|
199,704
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
Weighted-average exercise price of outstanding options, warrants and rights
(1)
(b)
|
Number of securities remaining available for future issuance under equity compensation plans. (Excludes securities
reflected in column (a)) (c)
|
||
Equity compensation plans approved by shareholders
(2)
|
2,292,215
|
$54.69
|
12,645,413
|
|
(3)
|
Equity compensation plans not approved by shareholders
(4)
|
0
|
$0.00
|
—
|
|
|
Total
|
2,292,215
|
$54.69
|
12,645,413
|
|
|
(1)
|
The weighted-average exercise price does not take into account the shares or restricted stock units issued under our restricted stock and employee stock purchase plans, which have no exercise price.
|
(2)
|
On February 23, 2012, the 2012 Stock Incentive Plan (as subsequently amended and restated, the ‘‘2012 Plan’’) was approved by our shareholders. The 2012 Plan serves as the successor to our 1996 Stock Option Plan for Key Management Personnel, 2007 Stock Option Plan for Independent Contractors, 2002 Incentive Stock Option Plan, Stock Option Plan for Outside Directors, 2005 Restricted Stock Plan and 2007 Stock Bonus Plan (the ‘‘Predecessor Plans’’). Upon the original approval of the 2012 Plan by our shareholders, the Predecessor Plans terminated (except with respect to awards previously granted under the Predecessor Plans that remained outstanding). Upon the original approval of the 2012 Plan, our shareholders also approved the grant of 15,400,000 new shares, in addition to the shares then available for grant under the Predecessor Plans. On February 23, 2016, our shareholders
|
(3)
|
Includes 12,119,220 shares remaining available for issuance under the 2012 Plan and 526,193 shares remaining available for issuance under the 2003 Employee Stock Purchase Plan, as amended, as of
September 30, 2018
.
|
(4)
|
We have two Predecessor Plans that were not previously approved by shareholders: the 1996 Stock Option Plan for Key Management Personnel and the Stock Option Plan for Outside Directors. All previously outstanding shares have been exercised or otherwise disposed of.
|
•
|
Would reserve 4,429,751 shares of common stock for issuance pursuant to the ESPP, including 429,751 shares previously authorized but not purchased by employees under the ESPP and 4,000,000 additional shares, if approved by shareholders pursuant to this Proposal 3;
|
•
|
Permits an employee to contribute a portion of his or her eligible compensation each pay period through after-tax payroll deductions or, if elected by the employee, to make a lump sum purchase of shares of common stock under the ESPP;
|
•
|
Establishes (i) “option dates” on the first business day of March, June, September and December for employees to determine whether to purchase shares, (ii) “exercise dates,” which are the first business day following each option date and the date on which common stock will be purchased for employees exercising their purchase options and (iii) three-month accumulation periods commencing on the exercise date and ending upon the immediately succeeding option date, during which period employees may fund their accounts in order to make future purchases of common stock;
|
•
|
Permits employees to purchase shares of common stock at a 15% discount;
|
•
|
Limits the value of shares that an employee may accrue in a calendar year to $25,000, and limits the number of shares that an employee may purchase in a calendar year to 1,000 shares of common stock; and
|
•
|
Has a term that extends until March 31, 2027 (extended from February 19, 2019).
|
Name of Individual or Group
|
Number of shares purchased
|
Paul C. Reilly
|
0
|
Jeffrey P. Julien
|
0
|
James E. Bunn
|
0
|
Jeffrey E. Trocin
|
5,551
|
Dennis W. Zank
|
0
|
All Current Executive Officers as a Group
|
20,086
|
All Current Non-Executive Directors as a Group
|
0
|
All Current and Former Employees as a Group (including all current non-executive officers)
|
4,177,631
|
Each Nominee for Director
|
0
|
Each Associate of any Director, Executive Officer or Nominee
|
5,540
|
Name of Individual or Group
|
Number of shares purchased
|
Each Other Current and Former 5% Holder or Future 5% Recipient
|
0
|
All Employees as a Group
|
4,157,545
|
a.
|
"
Account Balance
" means the total of funds accumulated during the Accumulation Period through payroll deductions, funds remitted to the Plan by personal check , and amounts specified as a charge to an existing brokerage account.
|
b.
|
"
Accumulation Period
" means the period beginning with each Exercise Date and ending upon the immediately succeeding Option Date.
|
c.
|
"
Board of Directors
" means the Board of Directors of the Company.
|
d.
|
"
Business Day
" means any day that the exchange upon which the stock is then traded is open for business.
|
e.
|
"
Committee
" means the Employee Stock Purchase Plan Committee as appointed by the Board of Directors of the Company.
|
f.
|
"
Company
" means Raymond James Financial, Inc., a Florida corporation, and any successor which adopts the Plan.
|
g.
|
"
Compensation
" means, except as
provided in Article IV or Article XIII, the
total amounts paid to an Employee during an Accumulation Period by the Employer that may be considered remuneration for employment for purposes of the Federal Insurance Contributions Act (Social Security) within the meaning of Section 3121(a) of
|
h.
|
“
Coordinator
” means the Benefits Manager, Corporate Benefits Manager of the Company in his or her role in administering this Plan.
|
i.
|
"
Effective Date
" means the most recent date on which this Plan is approved or re-approved by the shareholders of the Company.
|
j.
|
"
Employee
" means any person who is an employee as defined under Section 3401(c) of the Code, and is regularly and actively employed by the Employer on the first Business Day of any Accumulation Period, provided, however, that the term "Employee" does not include any person whose customary employment is 20 hours or less per week or whose customary employment is for not more than five months in any calendar year or who, immediately before an option is granted under the Plan, is a 5% shareholder as defined at Treas. Reg. §1.423-2(d). Any period during which a person is or was on leave of absence from the Employer for the purpose of serving an active duty with the Armed Forces of the United States shall be considered a period during which such person is or was regularly and actively employed by the Employer for the purpose of applying the foregoing definition of an Employee. Any period during which a person is or was on a parental leave of absence from the Employer shall be considered a period during which such person is or was regularly and actively employed by the Employer for the purpose of applying the foregoing definition of an Employee.
|
k.
|
"
Employer
" means the Company and those “parent corporations” and “subsidiary corporations” within the meaning of Code Section 424 that are designated as Employers. Schedule A annexed hereto sets forth such designated Employers as of the date hereof.
|
l.
|
"
Exercise Date
" means the first Business Day immediately following an Option Date.
|
m.
|
"
Fair Market Value
" means the mean between the highest and lowest selling prices at which shares of the Common Stock were traded or, if the Common Stock was not traded on a specified date, upon the basis of the mean of such prices on the date nearest preceding that date.
|
n.
|
"
Option Date
" means the first Business Day of March, June, September or December of any year as of which the Board of Directors grants options under the Plan.
|
o.
|
"
Option Price
" means an amount equal to 85% of the Fair Market Value per share of the Stock on the Option Date.
|
p.
|
"
Plan
" means this Amended and Restated 2003 Employee Stock Purchase Plan of Raymond James Financial, Inc. as set forth herein.
|
q.
|
"
Stock
" or "
Common Stock
" means the $0.01 par value Common Stock of the Company.
|
r.
|
“
401(k) Plan
” means the Raymond James Financial, Inc. 401(k) Plan, as amended from time to time.
|
1.
|
A specification of the percentage rate or fixed dollar amount to be deducted from his compensation during the Accumulation Period.
|
2.
|
A direction that the maximum possible number of shares of Stock be purchased on the Exercise Date except to the extent the Employee shall have notified the Employer in writing to the contrary prior to the Exercise Date.
|
3.
|
A specification of the exact name or names (which must include the Employee's name and may include the name of another person as joint owner) in which Stock purchased is to be registered.
|
4.
|
An agreement that the Employee will not dispose of any Stock acquired under the Plan within one year after the Exercise Date. This agreement may be waived by the Committee if a sale of said Stock within one year from the Exercise Date is necessary to enable the Employee to meet a financial hardship as that term is defined at Treas. Reg. sec. 1.401k-1(d)(3), provided that the purposes for which the waiver may be requested are limited to those enumerated at Treas. Reg. sec. 1.401(k)-1(d)(3)(iii)(B)(safe harbor definition of immediate and heavy financial need).
|
5.
|
An agreement that the Employee will inform the Company of any disposition of any Stock acquired under the Plan within two years from the Option Date pertaining to such shares so that the Company will be able to monitor compliance with the provisions of the Plan and federal securities laws governing disposition of Stock.
|
6.
|
An acknowledgement from the Employee that the Company will follow its normal margin policies in connection with any Stock acquired under the Plan and that any such Stock may be coded as a margin position one year following the Exercise Date.
|
1.
|
Require sale of more shares of Stock than are authorized under
Article VIII
of the Plan; or
|
2.
|
Affect the Employees eligible to participate under the Plan.
|
3.
|
Change in the designation of corporations whose employees may be offered options under the Plan, provided that such approval shall not be required for designations of participating corporations made from time to time from among a group consisting of the Company and its related corporations as provided at Treas. Reg. §1.423-1(a).
|
|
|
Years ended
|
||||||||||
$ in thousands, except per share amounts
|
|
September 30,
2018 |
|
September 30,
2017 |
|
September 30,
2016 |
||||||
Net income
:
(1)
|
|
$
|
856,695
|
|
|
$
|
636,235
|
|
|
$
|
529,350
|
|
Non-GAAP adjustments
:
|
|
|
|
|
|
|
||||||
Acquisition-related expenses
(2)
|
|
3,927
|
|
|
17,995
|
|
|
40,706
|
|
|||
Losses on extinguishment of debt
(3)
|
|
—
|
|
|
45,746
|
|
|
—
|
|
|||
Jay Peak settlement
(4)
|
|
—
|
|
|
130,000
|
|
|
20,000
|
|
|||
Subtotal pre-tax non-GAAP adjustments
|
|
3,927
|
|
|
193,741
|
|
|
60,706
|
|
|||
Tax effect on non-GAAP adjustments above
|
|
(1,100
|
)
|
|
(61,869
|
)
|
|
(20,570
|
)
|
|||
Impact of the Tax Act
(5)
|
|
105,254
|
|
|
—
|
|
|
—
|
|
|||
Total non-GAAP adjustments, net of tax
|
|
108,081
|
|
|
131,872
|
|
|
40,136
|
|
|||
Adjusted net income
|
|
$
|
964,776
|
|
|
$
|
768,107
|
|
|
$
|
569,486
|
|
|
|
|
|
|
|
|
||||||
Pre-tax income
:
(1)
|
|
$
|
1,310,655
|
|
|
$
|
925,346
|
|
|
$
|
800,643
|
|
Pre-tax non-GAAP adjustments (as detailed above)
|
|
3,927
|
|
|
193,741
|
|
|
60,706
|
|
|||
Adjusted pre-tax income
|
|
$
|
1,314,582
|
|
|
$
|
1,119,087
|
|
|
$
|
861,349
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share
:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
5.89
|
|
|
$
|
4.43
|
|
|
$
|
3.72
|
|
Diluted
|
|
$
|
5.75
|
|
|
$
|
4.33
|
|
|
$
|
3.65
|
|
Adjusted basic
|
|
$
|
6.63
|
|
|
$
|
5.35
|
|
|
$
|
4.01
|
|
Adjusted diluted
|
|
$
|
6.47
|
|
|
$
|
5.23
|
|
|
$
|
3.93
|
|
Return on equity
:
|
|
|
|
|
|
|
||||||
Average equity
(6)
|
|
$
|
5,949,054
|
|
|
$
|
5,235,231
|
|
|
$
|
4,695,588
|
|
Return on equity
(7)
|
|
14.4
|
%
|
|
12.2
|
%
|
|
11.3
|
%
|
|||
Adjusted average equity
(6)
|
|
$
|
6,042,668
|
|
|
$
|
5,310,489
|
|
|
$
|
4,707,959
|
|
Adjusted return on equity
(7)
|
|
16.0
|
%
|
|
14.5
|
%
|
|
12.1
|
%
|
1.
|
Excludes noncontrolling interests.
|
2.
|
Represents acquisition-related expenses associated with our 2018 acquisition of Scout Investments and its Reams Asset Management division as well as our 2016 acquisitions of the U.S. Private Client Services unit of Deutsche Bank, Mummert & Company Corporate Finance GmbH and MacDougall, MacDougall & MacTier, Inc.
|
3.
|
Losses on extinguishment of debt include a make-whole premium and the acceleration of unamortized debt issuance costs associated with the early extinguishment of our 8.60% Senior Notes due 2019 and 6.90% Senior Notes due 2042.
|
4.
|
Other expenses in the year ended September 30, 2017 and 2016 included $130 million and $20 million, respectively, in legal expenses associated with Jay Peak settlement. For further information see our Annual Report on Form 10-K for the year ended September 30, 2017 (available at
www.sec.gov
).
|
5.
|
The impact of the Tax Act includes the remeasurement of U.S. deferred tax assets at the lower enacted corporate tax rate and, to a lesser extent, a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. Our U.S. federal statutory tax rate was 24.5% for the fiscal year ended September 30, 2018, which reflected a blended federal statutory rate of 35% for the fiscal first quarter and 21% for the remaining three fiscal quarters.
|
6.
|
Computed by adding the total equity attributable to Raymond James Financial, Inc. as of each quarter-end date to the beginning of the year total, and dividing by five. Adjusted average equity is computed by adjusting for the impact on average equity of the non-GAAP adjustments, as applicable for each respective year.
|
7.
|
Computed by dividing net income attributable to Raymond James Financial, Inc. for the year indicated by average equity for each respective year or, in the case of adjusted return on equity, computed by dividing adjusted net income attributable to Raymond James Financial, Inc. for the year indicated by adjusted average equity for each respective year.
|