01—Abstract
Summary
Summary of the 8-K/A filed February 24, 2025. Cited figures are marked; the original filing is the authoritative source.
Raymond James Financial, Inc. (RJF) filed this Form 8-K/A on February 24, 2025 to amend its original December 9, 2024 8-K, which reported the appointment of President and director Paul M.
Shoukry as Chief Executive Officer effective at the close of the Annual Shareholders Meeting on February 20, 2025. The amendment supplies Item 5.02 compensation details that had not been determined when the original filing was made. No other changes were made to the original 8-K.
On February 20, 2025, the Compensation and Talent Committee approved new compensation for Mr. Shoukry. His 2025 annual base salary increases from $500,000 to $750,000,a effective March 1, 2025. He also received Restricted Stock Units (RSUs) with an aggregate value of $5 million, granted effective February 20, 2025.
This award is split evenly between $2.5 millionb of time-vesting RSUs, which vest 60% on the third anniversary and 20% each on the fourth and fifth anniversaries, and $2.5 million of performance-vesting RSUs (PRSUs). The PRSUs cliff-vest on the third anniversary of the grant date, if at all. The payout is tied to a three-year average after-tax Adjusted ROE over fiscal years 2026, 2027 and 2028, ranging from 0% (below 10%) to 150% (20% or higher) of target.
The initial result is then adjusted by between a 20%c decrease and a 20% increase based on relative total shareholder return (rTSR) percentile against a defined peer group. Further details are in the company's 2025 Proxy Statement, filed January 8, 2025, at pages 47-48.
02—Key points
Key Highlights
- Paul M. Shoukry, previously President and director, was appointed CEO effective at the close of the February 20, 2025 Annual Shareholders Meeting.
- Base salary increases from $500,000 to $750,000, effective March 1, 2025.
- Equity award totaling $5 million in RSUs, granted February 20, 2025: $2.5 million time-vesting and $2.5 million performance-vesting.
- Time-vesting RSUs vest 60% on the third anniversary and 20% each on the fourth and fifth anniversaries.
- PRSUs vest on the third anniversary based on three-year average Adjusted ROE (FY2026–FY2028), ranging from 0% (below 10%) to 150% (20% or above) of target.
- PRSU payout is further adjusted by a 20% decrease to 20% increase based on relative TSR percentile against a peer group.
- This 8-K/A supplements the original December 9, 2024 8-K with Item 5.02 details and makes no other changes.
03—Questions
Frequently Asked Questions
Who is the new CEO of Raymond James Financial and when does the appointment take effect?
Paul M. Shoukry, currently President and a director, was appointed CEO effective at the close of the Annual Shareholders Meeting held on February 20, 2025.
How is the CEO's base salary changing?
His 2025 annual base salary increases from $500,000 to $750,000, effective March 1, 2025.
What equity compensation was granted to the new CEO?
He received RSUs with an aggregate value of $5 million, granted effective February 20, 2025. This consists of $2.5 million in time-vesting RSUs and $2.5 million in performance-vesting RSUs (PRSUs).
How do the performance-vesting RSUs pay out?
PRSUs vest on the third anniversary of the grant date, if at all. The initial vesting percentage ranges from 0% to 150% of target based on three-year average after-tax Adjusted ROE for fiscal 2026 through 2028, requiring at least 10% for any payout. That result is then adjusted by up to 20% up or down based on relative total shareholder return percentile against a defined peer group.
Where can investors find more detail on the compensation metrics?
The filing refers investors to pages 47-48 of the Company's Proxy Statement for the 2025 Annual Meeting of Shareholders, filed with the SEC on January 8, 2025.
04—Continue