Benjamin C. Esty
RAYMOND JAMES FINANCIALAbout Benjamin C. Esty
Benjamin C. Esty (age 62) has served on the Raymond James Financial (RJF) Board since 2014. He is a tenured Roy and Elizabeth Simmons Professor of Business Administration at Harvard Business School, where he teaches corporate finance, strategy, and leadership, and previously led the Finance Department (2009–2014) . He is an independent, non‑executive director under NYSE and SEC rules, with 100% Board and committee meeting attendance in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Business School | Professor of Business Administration; Roy and Elizabeth Simmons Professor (tenured) | 1993–present; tenured since 2005 | Head of Finance Department (2009–2014); Founding faculty chairman of General Management Program |
| Harvard Business Publishing Group | Director; Audit & Risk Committee Chair | 2018–2023 | Oversight of audit and risk processes |
| Eaton Vance family of mutual funds | Independent Trustee; Chair, Portfolio Management Committee | Trustee 2005–2013; Chair 2008–2013 | Investment oversight; portfolio management leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The GEM Group (private company) | Director | 2020–present | Promotional products company |
| Deaconess Abundant Life Communities (non‑profit) | Finance & Investment Committee | 2017–present | Continuing care retirement community |
| Other public company boards | None (current); None (past 5 years) | — | Reduces interlock risk |
Board Governance
- Independence: Affirmatively determined independent; RJF has 10/12 independent nominees and all major committees (except Capital Planning) comprised exclusively of independent directors .
- Committee roles: Chair, Compensation & Talent (C&T) Committee since August 2024; Member, Nominating & Corporate Governance (N&CG). Served on Risk Committee until August 2024 (then reassigned) .
- Attendance: 100% Board and applicable committee meetings in FY2024; Board met 4 times; executive sessions of non‑executive directors at least quarterly .
- Lead Independent Director and executive sessions: Led by Jeffrey N. Edwards under a formal charter; regular executive sessions without management .
- Evaluation & education: Annual Board/committee evaluations with third‑party facilitation; ongoing director education and orientation supported by the company .
| Committee (FY2024) | Role | Meetings | Key Responsibilities |
|---|---|---|---|
| Compensation & Talent (C&T) | Chair (since Aug 2024) | 6 | CEO and senior management compensation, incentive plan oversight, succession planning, human capital disclosures, compensation risk oversight |
| Nominating & Corporate Governance (N&CG) | Member (since Aug 2024) | 4 | Director nominations, governance policies, related‑party transaction review, ESG oversight, director compensation recommendations |
| Risk | Member (until Aug 2024) | 4 | Enterprise risk management, risk governance, quarterly CRO/CISO reporting |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees paid in cash (FY2024) | $122,500 | Annual retainer and applicable chair/member fees; paid quarterly; no meeting fees |
| Stock awards (FY2024) | $199,896 | 1,711 RSUs granted 2/22/2024 at $116.83; vest at 2025 annual meeting (2/20/2025) |
| Total (FY2024) | $322,396 | Cash + RSUs |
| FY2025 fee schedule (policy) | Retainer $125,000; Shares fee $200,000 (RSU/DSU, 1‑year vest); C&T Chair fee $25,000 | DSU election introduced from Feb 2025 grants for deferral flexibility |
Performance Compensation
- Directors’ annual share awards are time‑vested (no performance conditions); RSUs vest on the first anniversary of grant (or next annual meeting). No bonus, PSUs, or options are disclosed for non‑executive directors .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Public company boards (current/past 5 yrs) | None |
| Compensation committee interlocks | None; C&T members were not RJF officers/employees; no disclosable related‑person transactions among C&T members (except prior disclosure for late director Robert M. Dutkowsky) |
Expertise & Qualifications
- Finance, investment, and risk management expertise (mutual funds/investment management, evaluation of performance, valuation and trading) .
- Executive leadership development and succession insights (GMP leadership program; supports Board’s oversight of management succession) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned (12/2/2024) | 27,527 | Sole voting/investment power unless otherwise indicated |
| RSUs outstanding (9/30/2024) | 1,711 | Director RSUs outstanding; vest at next annual meeting |
| Ownership guideline | 5× annual retainer | Directors required to reach within 5 years |
| Compliance status | Met | As of 9/30/2024, Esty met guideline |
| Pledging/hedging | Prohibited | Insider Trading Policy bans shorting, hedging, pledging; Board highlights robust ownership/trading restrictions |
| Individual % of outstanding | <1% | Each individual director/NEO <1%; group total noted |
Governance Assessment
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Strengths:
- Independence and 100% attendance signal strong engagement and accountability .
- As C&T Chair, Esty oversees pay practices with independent consultants (Pay Governance) and robust clawbacks (including NYSE Dodd‑Frank policy), aligning incentives with risk controls .
- No public company directorships minimize interlock risk; adherence to ownership guidelines and trading prohibitions supports alignment with shareholders .
- Committee transition from Risk to N&CG and elevation to C&T Chair in Aug 2024 reflects Board confidence in his compensation and governance expertise .
-
Watch items:
- Director pay is largely fixed cash plus time‑vested equity; absence of performance conditions for director RSUs is customary but reduces pay‑for‑performance sensitivity at the board level .
- Broader say‑on‑pay context: 83% approval in 2024 indicates strong but not overwhelming investor support for executive pay programs overseen by the C&T Committee (now chaired by Esty) .
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Related‑party/Conflicts:
- RJF discloses ordinary‑course banking/investment transactions and a formal related‑person transaction policy; no specific related‑person transactions involving Esty disclosed for the period .
- Section 16 compliance: company reports late Form 4s for certain officers due to administrative oversight; Esty not named among exceptions .