Anne Gates - Director | RAYMOND JAMES FINANCIAL (RJF) Executive Profile & Compensation

About Anne Gates

Anne Gates (age 65) has served on the Raymond James Financial (RJF) Board since 2018; she is Chair of the Nominating & Corporate Governance (N&CG) Committee (since 2022) and a member of the Audit Committee . Her background includes President of MGA Entertainment (2014–2017) and senior finance/operations roles at The Walt Disney Company, including EVP/CFO of Disney Consumer Products (2000–2007, 2009–2012), Managing Director for Europe & Emerging Markets (2007–2009), and SVP of Operations, Planning & Analysis (1998–2000) . The Board has affirmatively determined she is independent under NYSE and SEC rules; she attended 100% of Board and committee meetings in fiscal 2024 . She is recognized by the Board as an Audit Committee financial expert with accounting or related financial management expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
MGA Entertainment, Inc.	President	2014–2017	Led a developer/manufacturer of toy and entertainment products; senior operating leadership
The Walt Disney Company – Disney Consumer Products	EVP & CFO	2000–2007; 2009–2012	Senior finance leadership; global consumer products financial oversight
The Walt Disney Company – Disney Consumer Products Europe & Emerging Markets	Managing Director	2007–2009	International expansion, growth markets leadership
The Walt Disney Company – Corporate	SVP, Operations, Planning & Analysis	1998–2000	Corporate operations, planning, analytics

External Roles

Organization	Role	Tenure	Committees/Impact
Tapestry, Inc.	Chair of the Board	Current	Board leadership at global consumer company
The Kroger Company	Director	Current	Large retail/consumer insights
UC Berkeley Foundation	Board of Trustees	2016–present	Philanthropy/education governance
Salzburg Global Seminar	Board of Directors	2018–present	Global policy/non-profit governance
PBS SoCal	Board of Trustees	2014–present	Public media governance
Packard Foundation	Board of Trustees	2020–present	Philanthropy governance
Columbia Engineering School	Board of Visitors	2021–present	Academic advisory governance
Save the Children	Board of Trustees	2023–present	Global NGO governance

Board Governance

Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit .
Independence: Board determined Gates is independent under NYSE/SEC rules .
Attendance: 100% attendance at Board and applicable committee meetings in fiscal 2024; directors are expected to attend annual meetings, which all directors did in Feb 2024 .
Audit Committee financial expert: Gates qualifies as an “audit committee financial expert” .
Executive sessions: Non-executive directors hold executive sessions at least four times per year; Lead Independent Director presides .
Lead Independent Director framework: Charter and responsibilities for independent Board leadership are defined; the Lead Director presides and facilitates evaluations and succession planning .
Committee meeting cadence FY2024: Audit (9), N&CG (4) .
N&CG Committee responsibilities (chaired by Gates): director nominations, governance policy oversight, related-person transaction review/approval, director compensation recommendations, ESG oversight, and annual Board/committee performance reviews .

Fixed Compensation

Component	Description	Amount	Notes
Annual Retainer (Cash)	Cash retainer for non-executive directors	$125,000	Paid quarterly in arrears; unchanged for period commencing Feb 2025
Shares Fee (Equity)	RSU or DSU award vesting on 1st anniversary	$200,000	Directors may elect DSUs beginning Feb 2025, settled 2–5 years post-vesting or upon separation
N&CG Committee Chair Fee	Supplemental cash fee for committee leadership	$25,000	Applicable to Gates as committee chair
Meeting Fees	Per-meeting fees	$0	Company does not pay meeting attendance fees
Indemnification	Indemnification agreement	—	Standard indemnification and advancement to fullest extent per law; ref. 8-K exhibit 10.1 (Mar 6, 2019)

FY2024 Director Compensation (Anne Gates)	Cash Fees	Stock Awards (Grant-date Fair Value)	RSU Grant Details	Total
Fiscal 2024	$147,500	$199,896	1,711 RSUs granted Feb 22, 2024 at $116.83; vests at next annual meeting	$347,396

Performance Compensation

Metric	Structure	Disclosure for Directors
Performance-based equity (PSUs)	Equity conditioned on multi-year metrics (e.g., TSR, ROE)	Not disclosed for non-executive directors; director equity grants are time-based RSUs/DSUs vesting at 1-year anniversary
Annual cash bonus	Cash tied to performance goals	Not applicable; directors receive fixed retainers/fees; no meeting fees
Vesting	RSUs/DSUs vest at 1 year	RSU grants vest at the next annual meeting; DSU election permitted starting Feb 2025
Clawbacks	Compensation recoupment policies	Company maintains robust clawback for executive officers and separate Dodd-Frank clawback policy; director trading policies restrict options usage, hedging, pledging

Other Directorships & Interlocks

Company	Role	Potential Interlock/Exposure
Tapestry, Inc.	Chair	No RJF-related party exposure disclosed; N&CG reviews related person transactions
The Kroger Company	Director	No RJF-related party exposure disclosed; N&CG reviews related person transactions

RJF policy: nominees may not serve on more than three other public company boards; Gates serves on two, within policy .
Compensation Committee interlocks: C&T Committee members had no disclosable related person transactions in FY2024 except Mr. Dutkowsky; Gates is not a member of C&T .

Expertise & Qualifications

Retail/consumer products expertise: Over 25 years in the sector; senior finance and operational leadership at Disney and MGA .
International growth and strategy: Managing Director for Europe & Emerging Markets; broad background in finance, marketing, strategy, and business development .
Financial reporting and audit oversight: Audit Committee member and designated financial expert .
Governance leadership: Chair of N&CG responsible for board refreshment, succession planning, governance policy, ESG oversight, and related-party reviews .

Equity Ownership

Ownership Item	Value	As-of	Notes
Common stock beneficially owned	12,581 shares	Sept 30, 2024	Total beneficially owned common shares (no options)
RSUs outstanding	1,711 units	Sept 30, 2024	Granted Feb 22, 2024 at $116.83; vests at next annual meeting
Total shares counted for guideline	14,292 (stock + RSUs)	Sept 30, 2024	Ownership guideline counting includes unvested RSUs
Director ownership guideline	5× annual retainer	Policy (annual test)	Must retain 100% of net shares until compliance achieved
Guideline compliance	Met	Sept 30, 2024	Policy prohibits use of options, short sales, hedging and pledging

Governance Assessment

Strengths:
- Independent director with 100% attendance and audit financial expertise; materially enhances board oversight of financial reporting and internal controls .
- Governance leadership as N&CG Chair, with remit over director nominations, related-person transactions, compensation recommendations for directors, and ESG oversight; supports board effectiveness and risk mitigation .
- Ownership alignment: meets 5× retainer ownership guideline; equity grants are a meaningful portion of director pay, with anti-hedging/anti-pledging restrictions .
- Compensation structure stable YoY; no meeting fees and use of time-based RSUs/DSUs simplifies incentives and reduces complexity .
Potential watch items:
- External commitments: chairing Tapestry and serving on Kroger boards increases time demands, though within RJF’s cap of ≤3 other boards .
- Performance linkage: director equity is time-based; absence of performance-conditioned PSUs for directors may reduce explicit pay-for-performance signaling, albeit common market practice .
- Related-party exposure: no Gates-specific related party transactions disclosed in provided sections; continued N&CG oversight is critical .
RED FLAGS: None identified in provided disclosures for attendance, independence, pledging/hedging, or related-party transactions; corporate policies prohibit hedging and pledging and require robust stock ownership .