Amendment: Raymond James Financial Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$RJF
Investment Bankers/Brokers/Service
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
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Explanatory Note
On December 9, 2024, Raymond James Financial, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the appointment of President and director Paul M. Shoukry to serve as Chief Executive Officer (“CEO”) of the Company, effective at the close of the Annual Shareholders Meeting to be held on February 20, 2025. This Current Report on Form 8-K/A amends the Original 8-K to provide information required to be disclosed pursuant to Item 5.02 that had not been determined at the time of the filing of the Original 8-K, as provided by Instruction 2 to Item 5.02. No other changes have been made to the Original 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 20, 2025, the Compensation and Talent Committee of the Company’s Board of Directors (“Committee”) approved new compensation for Mr. Shoukry in connection with his appointment as CEO, consisting of (i) an increase to Mr. Shoukry’s 2025 annual base salary from $500,000 to $750,000, effective March 1, 2025, and (ii) an award of Restricted Stock Units (“RSUs”) in an aggregate value of $5 million, to be granted effective February 20, 2025, consisting of (a) an award of time-vesting RSUs in the amount of $2.5 million which will vest 60% on the third, and 20% each on the fourth and fifth anniversaries of the grant date, and (b) an award of performance-vesting RSUs (“PRSUs”) in the amount of $2.5 million. The PRSUs will vest — if at all — on the third anniversary of the grant date. The portion of the PRSUs that actually vests will be determined by reference to the Company’s achievement of certain average after-tax adjusted return on equity (“Adjusted ROE”), as modified by its relative total shareholder return (“rTSR”), as detailed below.
The PRSUs will vest in an amount that initially falls between 50% and 150% of the stated target for the award, only if the Company’s Adjusted ROE for a three-year measurement period consisting of the Company’s 2026, 2027 and 2028 fiscal years (the “Measurement Period”) is at least 10%. The initial vesting scale based on Adjusted ROE is as follows:
Adjusted ROE - three-year average | PRSU Vesting Percentage | ||||
| ≥20% | 150% | ||||
| 18% | 125% | ||||
| 15% | 100% | ||||
| 12% | 75% | ||||
| 10% | 50% | ||||
<10% | 0% | ||||
After the initial vesting percentage is determined based on Adjusted ROE, it will be subject to further adjustment, which will range from a 20% decrease to a 20% increase, based on the Company’s rTSR ranked on a percentile basis compared to a defined peer group of companies over the Measurement Period (the “rTSR Adjustment”).
Further details regarding the Adjusted ROE and rTSR Adjustment provisions are provided on pp.47- 48 of the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on January 8, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following are filed as exhibits to this report:
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RAYMOND JAMES FINANCIAL, INC. | ||||||||
Date: February 24, 2025 | By: | /s/ Jonathan W. Oorlog, Jr. | ||||||
| Jonathan W. Oorlog, Jr. | ||||||||
| Chief Financial Officer | ||||||||