Michael Sharp
Jefferies Financial GroupAbout Michael Sharp
Executive Vice President and General Counsel at Jefferies Financial Group since March 2013; previously EVP, General Counsel and Secretary of Jefferies Group from November 2010 to November 2022. Age 69; education includes J.D. (University of Georgia), M.B.A. (Cornell), and B.A. (Fordham) . 2024 firm performance that underpins his pay-for-performance bonus: net revenues $7.03B, pre-tax earnings $1.01B, diluted EPS $2.96, ROTE 10.9%, and TSR 128.9% for the year . Other NEOs (including Sharp) are cash-incented only (no equity awards), with bonuses determined on Company/individual performance against Jefferies’ four pillars .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jefferies Group | EVP, General Counsel & Secretary | Nov 2010–Nov 2022 | Senior legal leadership through Jefferies Group’s merger into Jefferies Financial Group |
| Wilmer Cutler Pickering Hale & Dorr LLP | Partner | Pre-2010 (dates not disclosed) | Complex advisory/litigation experience |
| Citigroup | Deputy General Counsel; GC of Global Wealth Management, Global Consumer Bank, Global Credit Card | 12 years (dates not disclosed) | Led legal functions across major business units |
| Cravath, Swaine & Moore | Litigation Associate | Joined in 1992 (end year not disclosed) | Foundational litigation training |
| U.S. Court of Appeals (11th Circuit) | Judicial Clerk | Not disclosed | Appellate clerkship credential |
| Proprietary Trading | U.S. Treasury Bonds Trader | 1981–1988 | Markets/economic acumen |
External Roles
No public company directorships or external board roles disclosed in the proxy biography .
Fixed Compensation
Multi-year reported compensation (SCT) for Michael J. Sharp:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Bonus ($) | 4,000,000 | 4,000,000 | 4,750,000 |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | 5,125 | 5,625 | 5,750 |
| Total ($) | 5,005,125 | 5,005,625 | 5,755,750 |
Notes:
- All Other Compensation for 2024 reflects $5,750 PSP contributions; no aircraft or car/driver perquisites disclosed for Sharp (those amounts are shown for other executives) .
Performance Compensation
Other NEOs (including Sharp) receive annual cash bonuses only; amounts are determined after year-end based on Company and individual performance versus four weighted pillars; no RSUs/PSUs are granted to Sharp .
| Metric | Weighting | Target | Actual (FY 2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Financial Performance (ROTE, Pre-Tax, EPS, Relative TSR) | 65% | Discretionary (no formula for NEOs) | Net revenues $7.03B; pre-tax $1.01B; EPS $2.96; ROTE 10.9%; TSR 128.9% | $4,750,000 cash bonus | N/A (cash) |
| Capital Allocation | 10% | Discretionary | Successful funding, dividend raise, SMBC alliance strengthening | Included in bonus | N/A |
| Business Strength (Market share, Client engagement) | 10% | Discretionary | Multiple top-6 league table positions; marquee transactions | Included in bonus | N/A |
| Leadership, Culture & Values | 15% | Discretionary | Succession, culture, talent development | Included in bonus | N/A |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 68,657 shares (<0.1% of class) |
| PSP Shares Included | 4 PSP shares |
| Options Outstanding | None disclosed; no option holdings for Sharp in FY 2024 outstanding awards table |
| RSUs/PSUs | None disclosed; no grants in FY 2024 and no outstanding awards listed |
| Hedging/Pledging | Hedging prohibited company-wide; no pledging disclosures for Sharp |
Alignment considerations:
- Stock ownership guidelines apply to CEO/President (10x salary) and not to Sharp; no indication of executive-wide multiples for other NEOs .
- With no equity awards and a small share position, selling pressure from vesting is minimal; alignment relies on cash bonus calibration to performance .
Employment Terms
| Topic | Terms |
|---|---|
| Employment Agreement | None; named executive officers do not have employment agreements |
| Severance Policy | Jefferies policy: one-half month’s salary per year of service up to 6 months; max 12 months if age + years of service ≥ 60 |
| Estimated Termination Value (11/30/2024) | Involuntary termination (and upon change-in-control on a double-trigger basis): $592,973 (severance under company policy) |
| Change-in-Control | No single-trigger; no equity acceleration for change in control; equity accelerates only upon death/disability (Sharp has no equity awards) |
| Clawback | NYSE-compliant clawback covering cash/equity incentive comp, including vested/unvested equity, for restatements; applies to current/former executive officers |
| Anti-Hedging | Prohibits hedging, short selling, options/derivatives on Company securities for directors, executive officers and employees |
| Deferred Compensation | Named executive officers do not participate in Jefferies deferred compensation plan; no non-qualified deferrals disclosed for Sharp |
Performance & Track Record (Company Context)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Net Earnings Attributable to Common Shareholders ($MM) | 770 | 1,667 | 777 | 263 | 669 |
| ROTE (%) | 11.7% | 24.5% | 10.3% | 3.9% | 10.9% |
| Value of $100 Investment (Cumulative) | 94.99 | 131.93 | 128.69 | 129.77 | 462.34 |
Say‑on‑Pay context (Program-level):
- Advisory approval of executive compensation program: 71% in 2024 (after lower votes tied to 2022 one-time grant); 2023: 59%; 2022: 53% .
Investment Implications
- Incentive design and selling pressure: Sharp’s compensation is entirely cash bonus-based with no RSUs/PSUs/options, minimizing mechanical insider selling pressure from vesting; payout reflects discretionary assessment versus the four performance pillars, which showed exceptional 2024 results (TSR 128.9%, ROTE 10.9%) .
- Skin‑in‑the‑game: Beneficial ownership is <0.1% of outstanding shares, and he is not subject to CEO/President ownership multiples; alignment relies on bonus determination and firm performance rather than personal equity exposure .
- Retention and downside protection: No employment agreement and modest severance under company policy ($592,973 estimate on 11/30/2024); no CIC “gross‑ups” or single‑trigger acceleration—limited guaranteed pay reduces payout inflation risk but could raise retention sensitivity if external opportunities arise .
- Governance risk controls: Robust clawback and anti‑hedging policies reduce misalignment and risk-taking concerns; no CIC acceleration for equity and no tax gross-ups are shareholder‑friendly features .
- Role criticality: Proxy describes Sharp as “key partner” instrumental to 2024 outcomes, leading global legal/compliance and major projects—bonus uplift to $4.75M reflects execution in a high-TSR year .