Gordon L. Johnson
RAYMOND JAMES FINANCIALAbout Gordon L. Johnson
Independent director at Raymond James Financial (RJF) since 2010; age 67. Johnson is President of Highway Safety Devices, Inc. (since 2004) and previously held managerial and executive roles at Bank of America (1992–2002). He serves on RJF’s Risk Committee and Compensation & Talent Committee; RJF’s Board has determined he is independent under NYSE and SEC rules. He attended 100% of Board and committee meetings in fiscal 2024, signaling strong engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highway Safety Devices, Inc. | President | 2004–present | Entrepreneurial operator providing perspective as consumer of business-related financial services |
| Bank of America Corporation | Various managerial/executive positions | 1992–2002 | Banking and financial services experience; insights into risk and financial operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Raymond James Bank | Director; committee chair | 2007–present | Received director and chair fees at subsidiary bank |
| TriState Capital Bank | Director | 2022–present | Received director fees at subsidiary bank |
| Florida Transportation Builders Association | Director | 2007–2016 | Industry association role |
| Santa Fe Healthcare | Director | 2008–2014 | Non-profit/healthcare role |
| Public company boards | None | — | No current or past 5-year public directorships |
Board Governance
- Committee memberships: Risk Committee; Compensation & Talent Committee. Not a committee chair at RJF (chairs identified for other directors).
- Independence: Affirmed independent by Board under NYSE/SEC rules.
- Attendance: 100% of Board and committee meetings in fiscal 2024.
- Board practices: Executive sessions held at least four times; lead independent director presides; annual evaluations and third-party facilitation.
| Committee | Membership | FY 2024 Meetings |
|---|---|---|
| Risk Committee | Member | 4 |
| Compensation & Talent Committee | Member | 6 |
| Board of Directors | Director | 4 |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| RJF annual cash fees (FY 2024) | $122,500 | Standard non-executive retainer; RJF does not pay meeting fees |
| Raymond James Bank cash fees | $70,500 | Subsidiary director and committee chair fees |
| TriState Capital Bank cash fees | $66,750 | Subsidiary director fees |
| Total cash fees (FY 2024) | $259,750 | Sum of RJF + subsidiary bank fees |
| Standard RJF fee schedule (effective Feb 2025; unchanged YoY) | Annual retainer $125,000; Shares fee $200,000 RSU/DSU; Lead director $50,000; Audit chair $40,000; Risk chair $40,000; N&CG chair $25,000; C&T chair $25,000 | Paid quarterly; no meeting attendance fees; DSU election permitted; amounts unchanged from prior year |
Performance Compensation
Directors receive equity grants primarily as time-based RSUs vesting at the next annual meeting; no performance metrics tied to director equity.
| Equity Award (FY 2024 grants) | Grant Date | Units | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| RJF RSUs | Feb 22, 2024 | 1,711 | $199,896 | Vest at next annual meeting |
| Raymond James Bank RSUs | Feb 22, 2024 | 342 | Included in total | Vest at next annual meeting |
| TriState Capital Bank RSUs | Feb 22, 2024 | 342 | Included in total | Vest at next annual meeting |
| Total stock awards (FY 2024) | — | — | $279,808 | Aggregate of above |
RJF executive performance metrics (context for pay governance): Adjusted ROE three-year average with rTSR adjustment drives executive PRSU vesting; not applicable to director compensation.
Other Directorships & Interlocks
- Compensation Committee interlocks: None involving Johnson; no member of the C&T Committee was an officer/employee; no disclosable related person transactions for C&T members other than Dutkowsky.
- Public board interlocks: None; Johnson holds no public company directorships.
Expertise & Qualifications
- Banking and financial services: >25 years experience with unaffiliated banks; long-standing RJ Bank board service.
- Entrepreneurial leadership: President of Highway Safety Devices, Inc.
- Board-relevant insight: Deep understanding of RJF’s subsidiary banking operations.
Equity Ownership
| Item | Value |
|---|---|
| Common stock beneficially owned | 40,642 shares |
| RSUs outstanding (as of Sep 30, 2024) | 2,395 units |
| Ownership guideline (directors) | 5x annual retainer; includes unvested time-based RSUs |
| Compliance status | Goal met (total shares + RSUs 43,037) |
| Pledging/Hedging | Prohibited by Insider Trading Policy; no shares pledged; all insiders restricted from hedging/short sales |
Fixed Compensation — Detailed Breakdown (FY 2024)
| Source | Cash Fees | Notes |
|---|---|---|
| RJF | $122,500 | Standard retainer (no RJF chair stipends for Johnson) |
| Raymond James Bank | $70,500 | Subsidiary director and committee chair fees |
| TriState Capital Bank | $66,750 | Subsidiary director fees |
| Total | $259,750 | Sum of cash fees |
Performance Compensation — Director Equity Grant Details
| Grant | Units | Grant-date Price | Fair Value | Vesting |
|---|---|---|---|---|
| RJF RSU | 1,711 | $116.83 | $199,896 | Next annual meeting |
| RJ Bank RSU | 342 | $116.83 | Included | Next annual meeting |
| TriState Bank RSU | 342 | $116.83 | Included | Next annual meeting |
Governance Assessment
-
Strengths
- Independence, attendance, and multi-committee participation indicate high engagement and board effectiveness.
- Meets robust director stock ownership guidelines; policy prohibits pledging/hedging, reinforcing alignment with shareholders.
- RJF maintains annual majority-vote standard and strong evaluation practices, including third-party facilitated reviews and executive sessions.
- No compensation committee interlocks or related-person transactions involving Johnson disclosed.
-
Watch items
- Multiple subsidiary bank roles (Raymond James Bank committee chair; TriState Capital Bank director) create intra-group compensation and RSU streams; though customary, investors should monitor for potential oversight complexity when combined with Risk Committee membership at parent.
- Ordinary-course bank loans to directors are permitted on market terms; while not flagged for Johnson, this is a general related-party area to track.
-
Shareholder signals
- 2024 say-on-pay approval of 83% suggests broad support for RJF’s compensation governance; continued monitoring warranted.
Related Party Transactions and Policies
- RJF’s N&CG Committee reviews, approves or ratifies related person transactions >$120,000; approval only if in shareholders’ best interests.
- Ordinary-course bank transactions (loans, deposits, margin credit) with directors/officers occur on substantially the same terms as with non-affiliates; no unfavorable features.
Director Compensation Structure Analysis
- Mix and levels stable: Board retained FY 2025 fee schedule unchanged from prior year; emphasis on equity via RSU/DSU to align interests; no meeting fees.
- Subsidiary-level fees materially augment total director cash compensation for Johnson; transparency provided via footnotes.
Independence, Attendance, and Engagement Snapshot
| Attribute | Status |
|---|---|
| Independence | Independent (NYSE/SEC) |
| Board attendance | 100% (FY 2024) |
| Committee attendance | 100% across assigned committees |
| Executive sessions | Regular; presided by Lead Independent Director |
Overall, Johnson’s long tenure, independence, full attendance, and compliance with ownership guidelines support investor confidence; intra-group bank directorships and compensation are disclosed and should be monitored for governance clarity given his Risk Committee role.