Joseph Steinberg
Jefferies Financial GroupAbout Joseph Steinberg
Joseph S. Steinberg is Chairman of the Board at Jefferies Financial Group Inc., serving as a director since December 1978 and Chairman since March 2013; he previously served as President from January 1979 to March 2013 . He is 81 years old as of February 10, 2025, and has 46 years of board service at Jefferies . Steinberg holds an M.B.A. from Harvard Business School and an A.B. in Government from New York University . Jefferies’ FY2024 performance included net revenues of $7.03 billion (+50% YoY), pre-tax earnings from continuing operations of $1.01 billion (+184% YoY), diluted EPS of $2.96 (+169% YoY), and absolute TSR of 128.9% (ranked #1 among peers on 1- and 3-year, #2 on 5-year) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jefferies Financial Group Inc. | President | 1979–2013 | Led corporate development prior to merger with legacy Jefferies Group; transitioned to Chairman post-combination in 2013 . |
| Jefferies Financial Group Inc. | Chairman | 2013–present | Senior executive leadership, significant ownership, long-tenured strategic oversight . |
| Pershing Square Tontine Holdings, Ltd. | Director | 2020–2022 | SPAC governance and transactions oversight . |
| HRG Group | Board representative | 2014–2018 | Oversight of portfolio company strategy and capital allocation . |
| HomeFed Corporation | Board representative | through 2019 | Portfolio governance until 2019 exit . |
| Spectrum Brands Holdings, Inc. | Board representative | through 2019 | Oversight of consumer portfolio company . |
| Fidelity & Guaranty Life | Director | 2015–2017 | Insurance portfolio governance . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Crimson Wine Group Ltd. | Director | Current |
| Vitesse Energy, Inc. | Director | Current |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $810,693 | $810,693 | $810,693 |
| Bonus ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $499,024 | $497,355 | $499,644 |
| Total ($) | $1,309,717 | $1,308,048 | $1,310,337 |
2024 perquisites detail:
- Aircraft personal use: $350,000
- Car/driver personal use: $97,820
- Deferred compensation plan contributions: $43,237
- Savings and Retirement Plan contributions: $8,587
Directors who are company employees (including the Chairman) do not receive separate director compensation; Steinberg received no director fees in FY2024 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| PSUs/RSUs | Not applicable to Steinberg for FY2024 (no equity awards granted; no bonus awarded) . | — | — | — | — |
Note: Jefferies’ CEO/President PSUs are tied to three-year ROTE with thresholds at 7.5% (75% payout), target at 10% (100%), and max at 15% (150%); awards granted after year-end. This structure does not apply to Steinberg in FY2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 20,781,944 shares |
| Ownership as % of outstanding | 10.1% |
| Options | None disclosed for Steinberg (no outstanding options in FY2024 table) |
| RSUs/PSUs | None disclosed for Steinberg (no unvested or unearned awards in FY2024 table) |
| Anti-hedging | Company policy prohibits hedging and short sales for directors/executives |
| Pledging | No pledging disclosure for Steinberg found in proxy; related person transactions are reviewed under Board policy . |
| Director ownership guidelines | 5x annual cash retainer within five years; all directors with ≥5 years met/exceeded guideline |
| Executive ownership guidelines | CEO/President: 10x base salary; Steinberg not subject, but holds >10% of shares |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | None; NEOs (including Steinberg) have no employment agreements . |
| Severance policy | Legacy Leucadia policy: one month’s pay (salary+bonus, excluding one-time/tenure/holiday bonus) per year of service, capped at 24 months . |
| Change-in-control (CIC) | No single-trigger CIC agreements; no equity acceleration on CIC . |
| Clawback | Applies to current/former executive officers; recovery of excess incentive comp upon restatement per NYSE rules . |
| Deferred compensation | 2024 registrant contribution $43,237; aggregate balance $1,373,768 at FY-end . |
| Potential payments (illustrative at 11/30/2024) | Involuntary termination following CIC: $1,621,386; Involuntary termination: $1,621,386 (both reflect severance per policy) . |
Board Governance
- Role and independence: Steinberg serves as Chairman and is a named executive officer; he is not an independent director. The Board maintains an Independent Lead Director (Linda L. Adamany) with defined responsibilities to strengthen independent oversight .
- Committee memberships: Steinberg serves on no Board committees .
- Board meetings and attendance: Board held eight meetings in FY2024; all director nominees then serving attended at least 75% of meetings of the Board and committees on which they served .
- Executive sessions: Independent directors meet regularly in executive session, presided over by the Lead Independent Director .
Director Compensation
| Component (FY2024 policy) | Independent Directors | Steinberg (Chairman) |
|---|---|---|
| Cash retainer | $125,000; additional retainers: Audit Chair & Lead Independent Director $40,000; Compensation Chair $30,000; other Chairs $10,000 | Not applicable; company employee directors do not receive director pay . |
| Equity grant | 4,648 restricted/deferred shares; vests one-third per year; retirement/disability non-forfeitable | Not applicable . |
| Ownership guideline | 5x cash retainer; ≥5-year directors met/exceeded | Holds >10% of shares . |
Related Party Transactions
- HomeFed real estate syndication: Steinberg invested $1.1 million in January 2022 alongside other investors on arm’s-length terms; FY2024 distributions of $405,911 to Steinberg .
- Policy: Related Person Transaction Policy requires Audit Committee review and approval of covered transactions .
Compensation Peer Group (Benchmarking Context)
Peer group was updated (removed AllianceBernstein, Apollo, Blackstone; added Bank of America, Raymond James) to better match Jefferies’ business characteristics . Jefferies ranked 100th percentile in 1-year and 3-year TSR and 92nd percentile in 5-year TSR versus peers; median-ish size by revenue/assets/market cap .
Say‑on‑Pay & Shareholder Feedback
Say‑on‑pay approval history improved from 53% (2022) to 59% (2023) and 71% (2024) following extensive shareholder engagement; a one‑time 2021 Leadership Continuity Grant had previously pressured votes .
Expertise & Qualifications
- Education: M.B.A., Harvard Business School; A.B. in Government, NYU .
- Credentials: 45 years of executive leadership; extensive board experience across public and private companies .
Investment Implications
- Alignment: Steinberg’s substantial ownership (10.1%) aligns incentives with shareholders; absence of equity awards and bonuses in FY2024 suggests limited near‑term selling pressure tied to vesting schedules .
- Governance mitigants: Dual‑role Chairman status is counterbalanced by a robust Lead Independent Director framework and fully independent committees .
- Retention risk: Legacy Leucadia severance policy provides meaningful protection (up to 24 months pay), but no change‑in‑control acceleration or employment agreement reduces entrenchment concerns; clawback and anti‑hedging policies enhance governance quality .
- Related party vigilance: HomeFed syndication participation and distributions underscore the importance of continued oversight under the Related Person Transaction Policy; disclosure indicates arm’s‑length treatment .