Cecily M. Mistarz
RAYMOND JAMES FINANCIALAbout Cecily M. Mistarz
Independent, non-executive director of Raymond James Financial since 2024; age 63. Former EVP and U.S. Chief Risk Officer at BMO Financial Group with extensive risk management, AML, and regulatory expertise in banking; designated by the Board as an Audit Committee Financial Expert. Serves on RJF’s Audit and Risk Committees (since May 2024) and on the boards of subsidiary banks Raymond James Bank and TriState Capital Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Financial Group | EVP & U.S. Chief Risk Officer | 2014–2021 | Oversight of enterprise risk and regulatory affairs |
| BMO Financial Group | EVP, U.S. AML Remediation | 2013–2014 | Led AML remediation programs |
| BMO Financial Group | EVP, U.S. Governance & Program Oversight | 2012–2013 | Governance and program oversight |
| BMO Financial Group | EVP & Director, Integration Management Office | 2011–2012 | M&A integration leadership |
| BMO Financial Group | EVP, Product, Strategy & Platform, Private Banking | 2004–2010 | Private banking product/strategy leadership |
| BMO Financial Group | Deputy Head, Office of Strategic Management; Head, U.S. Corporate Development; and other roles | 1990–2004 | Strategy and corporate development |
| Commonwealth Bank of Australia | Assistant Vice President, Corporate Banking | 1988–1990 | Corporate banking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pepper Construction Group, LLC (private) | Director | 2021–present | Board service at commercial construction firm |
| Safer Foundation (non-profit) | Director; Chair | 2011–present; Chair since 2015 | Non-profit governance leadership |
| Raymond James Bank (subsidiary) | Director | 2024–present | Subsidiary bank board role |
| TriState Capital Bank (subsidiary) | Director | 2024–present | Subsidiary bank board role |
| Public company boards (past 5 years) | None | — | No current/previous public company directorships disclosed |
Board Governance
- Committee assignments: Audit (member) and Risk (member); both committees comprised solely of independent directors; Board confirmed her independence on these committees .
- Audit Committee Financial Expert: Board determined Ms. Mistarz qualifies as an “audit committee financial expert” and is financially literate .
- Committee chairs: None (she is not a chair) .
- Attendance: All director nominees attended 100% of Board and committee meetings on which they served in FY2024 (applies to Mistarz as a nominee) .
- Years of service on RJF board: Director since 2024; service commenced May 20, 2024 .
| Committee | Role | FY2024 Meetings Held |
|---|---|---|
| Audit | Member (since May 2024) | 9 |
| Risk | Member (since May 2024) | 4 |
Fixed Compensation
| Period/Type | Cash Retainer/Fee | Equity Award | Notes |
|---|---|---|---|
| FY2024 actual (pro‑rated) | $31,250 | $149,934 (RSUs) | Joined 5/20/2024; 1,186 RSUs granted 5/20/2024 at $126.42 FV; vests at next annual meeting |
| Director fee structure (effective Feb 2025) | $125,000 annual cash retainer | $200,000 RSU/DSU (vests on 1st anniversary) | Lead Director +$50k; Audit/Risk Chair +$40k; C&T/N&CG Chair +$25k; no meeting fees; DSU deferral election added for Feb 2025 grants; peer review via Pay Governance LLC |
Performance Compensation
Non-executive director equity is time-based; no performance metrics apply.
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting Condition | Expected Vest Date |
|---|---|---|---|---|---|
| 5/20/2024 | RSUs | 1,186 | $149,934 | Time-based; vests at next annual meeting | 2/20/2025 (Annual Meeting) |
Performance metrics: None disclosed for director equity; awards vest solely on time-based schedule (1-year or to next annual meeting) .
Other Directorships & Interlocks
- Current public company boards: None; Former (past 5 years): None .
- Compensation Committee interlocks: She did not serve on RJF’s Compensation & Talent Committee in FY2024; the interlocks section lists members and notes no disclosable interlocks beyond those disclosed, none involving Ms. Mistarz .
- Subsidiary boards: Director of Raymond James Bank and TriState Capital Bank (governance interlock within corporate family) .
Expertise & Qualifications
- Risk management, AML, and regulatory affairs in banking; extensive senior leadership in enterprise risk .
- Designated Audit Committee Financial Expert; financial literacy affirmed by Board .
Equity Ownership
| As of 9/30/2024 | Shares Held (#) | RSUs Held (#) | Total Counted Toward Guideline (#) | Ownership Guideline (Non‑Exec Directors) | Compliance Status |
|---|---|---|---|---|---|
| Cecily M. Mistarz | 0 | 1,186 | 1,186 | 5x annual retainer; unvested time‑based RSUs count; five-year window to comply | Not yet met; expected to attain within required period |
Notes:
- Security ownership table shows no common shares and 1,186 RSUs for Ms. Mistarz as of 9/30/2024 .
- RJF policy: Non-exec directors must reach 5x annual retainer within five years; until met, must retain 100% of net shares from company plans .
Governance Assessment
Strengths
- Independence and expertise: Independent director on Audit and Risk; Board-designated Audit Committee Financial Expert, bolstering financial oversight credibility .
- Engagement: 100% attendance for Board/committee meetings among nominees; joined May 2024 and assigned to two key oversight committees .
- Alignment mechanisms: Standard director mix with meaningful annual equity; ability to defer into DSUs enhances long-term alignment; use of independent consultant (Pay Governance) for director pay benchmarking .
Watch items / potential red flags
- Early-stage ownership: As a new director, equity ownership guidelines not yet met; however, policy provides five years and company anticipates timely attainment—monitor progress in subsequent proxies .
- Related-party transactions: RJF discloses ordinary-course banking and other relationships involving certain insiders; no related person transaction involving Ms. Mistarz is disclosed—continue monitoring future filings for any updates .
Related-Party Exposure
- RJF’s Nominating & Corporate Governance Committee oversees a formal Related Person Transaction Policy; approval only if in shareholders’ best interests .
- FY2024–proxy period related transactions disclosed involve other insiders; no Mistarz-specific transaction disclosed .
Director Compensation Mix (Context and Trends)
- 2025 structure unchanged from prior year: $125k cash retainer + $200k RSU/DSU; no meeting fees; chair fees as specified; new DSU election available beginning with Feb 2025 grants—signals stable pay philosophy with enhanced deferral options, not increased guarantees .
- FY2024 actuals for Ms. Mistarz reflect partial-year service and pro-rated equity grant .
Employment & Contracts
- RJF Board service commencement: May 20, 2024; directors elected annually at the Annual Meeting (next held Feb 20, 2025) .
- Indemnification agreements in place for directors (standard for RJF), permitting advancement of certain expenses consistent with law .
Say-on-Pay & Shareholder Engagement (Board-level context)
- Board conducts annual self-evaluations with third-party facilitation; Lead Director provides individual feedback to directors—supports continuous governance improvement .
- Non-executive directors meet in executive session regularly; all directors attended the 2024 annual meeting .
Summary Signal for Investors
- Ms. Mistarz brings deep bank risk and AML credentials and has been slotted directly into Audit and Risk with “financial expert” status—positive for control environment assurance. Her ownership position is nascent but subject to a rigorous five-year policy with full net-share retention until met; no disclosed conflicts or related-party issues. Attendance and engagement indicators are strong, and director pay design is balanced with equity-alignment and external benchmarking .