Robert Beyer
Jefferies Financial GroupAbout Robert D. Beyer
Robert D. “Bob” Beyer (age 65) is an independent director of Jefferies Financial Group Inc. (JEF), serving since 2013 (12 years of service as of Feb. 10, 2025). He is Co‑Chair of the Compensation Committee (effective January 8, 2025) and a member of the Risk & Liquidity Oversight Committee. Beyer is Chairman of Chaparal Investments LLC and formerly served as CEO of The TCW Group, with prior senior roles at Trust Company of the West; he holds an MBA from UCLA Anderson and a BS from USC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The TCW Group, Inc. | Chief Executive Officer | 2005–2009 | Led global asset manager; relevant risk oversight experience |
| Trust Company of the West (principal operating sub of TCW) | President & Chief Investment Officer | 2000–2005 | Investment leadership; financial expertise |
| Crescent Acquisition Corp. (SPAC) | Executive Chairman | Until 2021 merger with LiveVox | Capital markets and M&A exposure |
| Chaparal Investments LLC | Chairman | Current | Private investment leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| University of Southern California | Board member | Current | Non‑profit/academic governance |
| Harvard‑Westlake School | Board member | Current | Education governance |
| Milwaukee Brewers Baseball Club | Board member | Current | Professional sports ownership/oversight |
Board Governance
- Committee assignments: Co‑Chair, Compensation Committee (as of Jan. 8, 2025); Member, Risk & Liquidity Oversight Committee .
- Independence: The Board affirmatively determined all non‑employee director nominees other than the SMBC nominee (Nakashima) are independent; Beyer is designated Independent .
- Attendance/engagement: The Board held 8 meetings in fiscal 2024; all director nominees then serving attended at least 75% of Board and committee meetings. Compensation Committee held 4 meetings; Risk & Liquidity Oversight Committee held 4 meetings .
- Executive sessions: Independent directors meet regularly in executive session, led by the Lead Independent Director .
- Compensation Committee independence/interlocks: All members are independent; no compensation committee interlocks in fiscal 2024 .
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (FY2024) | $125,000 | Standard non‑employee director retainer |
| Committee chair fee – Compensation (Chair) | $30,000 | Compensation Committee Chair retainer (Beyer’s FY2024 fees reflect chair role) |
| Total fees earned (FY2024) | $155,000 | Reported for Robert D. Beyer |
Notes: Additional retainers are $40,000 for Audit Chair and Lead Independent Director, and $10,000 for other committee chairs; no separate meeting fees disclosed .
Performance Compensation (Director Equity)
| Item | FY2024 Grant | Vesting/Terms |
|---|---|---|
| Annual equity award (value) | $205,000 | Granted to each independent director elected at 2024 Annual Meeting |
| Annual equity award (shares) | 4,648 shares of restricted stock or deferred shares | Time‑based vesting: one‑third per year; non‑forfeitable upon death, disability, or retirement at/after 65 |
| Unvested equity outstanding (as of 11/30/2024) | 17,589 (Beyer) | Unvested awards subject to forfeiture |
Director equity is time‑based (no performance conditions), which aligns directors to shareholder value via stock price and holding periods but does not include performance metrics in director equity awards .
Other Directorships & Interlocks
| Type | Company | Tenure |
|---|---|---|
| Current outside public boards | None | 0 outside public boards (non‑portfolio) |
| Prior public boards | LiveVox Holdings, Inc. | 2021–2023 |
| The Kroger Co. | 1999–2019 | |
| The Allstate Corporation | 2006–2016 |
- Board noted certain directors share third‑party board service relationships and determined these are not material relationships affecting independence .
Expertise & Qualifications
- Financial and risk oversight in financial services; audit and compensation committee experience; executive leadership and M&A expertise .
- Relevant skills matrix flags: Audit & Financial Expertise; Corporate Strategy; Corporate Governance; Ethics/Social Responsibility Oversight; Financial Services; Executive Leadership; M&A; Risk Oversight .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 100,614 | <0.1% of outstanding shares |
| Included vested and non‑forfeitable share units | 43,324 | Included in beneficial ownership |
| Unvested director equity (subject to forfeiture) | 17,589 | As of Nov. 30, 2024 |
| Director ownership guideline | 5x annual cash retainer ($625,000) within 5 years; all directors with 5+ years have met/exceeded | Beyer has served since 2013 |
Policy context:
- Anti‑hedging policy prohibits hedging, shorting, options, and derivative transactions in company securities by directors and employees .
- No company‑wide prohibition on pledging disclosed; no pledging disclosed for Beyer in beneficial ownership footnotes .
Governance Assessment
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Strengths
- Independent director with deep financial services, investment management, and risk oversight experience; skills directly relevant to Jefferies’ risk and compensation oversight needs .
- Compensation Committee Co‑Chair; committee comprised solely of independent directors using independent consultant Pearl Meyer; four meetings in FY2024 .
- Solid engagement indicators: ≥75% attendance; Board holds regular executive sessions led by the Lead Independent Director .
- Ownership alignment: meaningful stock ownership and time‑based equity; directors must reach 5x retainer ownership within 5 years; all directors with 5+ years have met the guideline .
- Broader governance protections: majority voting with resignation policy, clawback policy, and anti‑hedging rules in place .
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Monitoring items / potential red flags
- Say‑on‑pay trajectory improved to 71% in 2024 after prior low approvals tied to a 2022 one‑time grant (53% in 2022; 59% in 2023); as a Compensation Committee leader, continued shareholder engagement and disciplined pay‑for‑performance alignment remain key focus areas for investor confidence .
- Director equity is time‑based (no performance conditions), which some investors view as weaker pay‑for‑performance linkage for directors; however, multi‑year vesting and ownership guidelines support alignment .
- No related‑party transactions involving Beyer were disclosed; related‑party disclosures in FY2024 involved other executives/directors, not Beyer .
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Board context (environmental factors for independence/conflicts)
- SMBC/SMFG strategic alliance includes a significant shareholder representative (Nakashima) on the Board; the Board has affirmed independence for all other non‑employee nominees (including Beyer) .