Jeffrey N. Edwards
RAYMOND JAMES FINANCIALAbout Jeffrey N. Edwards
Jeffrey N. Edwards (age 63) is the Lead Independent Director at Raymond James Financial (RJF), serving on the Board since 2014 and designated Lead Director since February 2023, with responsibilities defined in a written charter (e.g., presiding over executive sessions, agenda-setting, CEO evaluation and succession planning). Edwards brings deep financial services experience from Merrill Lynch, including CFO (2005–2007) and Vice Chairman (2007–2009), and currently serves as Vice Chairman at New Vernon Advisers, LP (2024–present) after 15 years as COO (2009–2024) . He is affirmed independent under NYSE and SEC rules and is one of ten independent nominees on RJF’s 12-person slate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Vernon Advisers, LP | Vice Chairman | 2024–present | Senior leadership at registered investment adviser |
| New Vernon Advisers, LP | Chief Operating Officer | 2009–2024 | Operational leadership at investment adviser |
| Merrill Lynch & Co., Inc. | Vice Chairman | 2007–2009 | Senior executive leadership at global financial services firm |
| Merrill Lynch & Co., Inc. | Chief Financial Officer | 2005–2007 | Responsible for financial reporting and capital management |
| Merrill Lynch & Co., Inc. | Head of Investment Banking for the Americas | 2004–2005 | Led regional investment banking |
| Merrill Lynch & Co., Inc. | Head of Global Capital Markets and Financing | 2003–2005 | Led capital markets and financing |
| Merrill Lynch & Co., Inc. | Co-head of Global Equities | 2001–2003 | Led global equities business |
| The NASDAQ Stock Market | Director | 2004–2006 | Public market governance exposure |
| Medusind, Inc. | Director | 2012–2019 | Private company board experience |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| American Water Works Company, Inc. | Director | Current | Utility sector board service |
| AAR Corp. | Director | Current | Aerospace/defense services board service |
Board Governance
- Independence: Board determined Edwards is independent under NYSE and SEC rules .
- Lead Independent Director: Elected by independent directors; 3‑year renewable term; duties include executive sessions, agenda review, CEO evaluation, and succession planning; Edwards has served as Lead Director since Feb 2023 .
- Committees (FY2024): Nominating & Corporate Governance (member), Compensation & Talent (member), Capital Planning (member) .
- Attendance: 100% attendance at Board and committee meetings in FY2024 for all nominees; RJF non‑executive directors hold executive sessions at least four times annually, presided over by Edwards .
- Committee meeting cadence FY2024: Audit (9), Risk (4), N&CG (4), Compensation & Talent (6), Capital Planning (4) .
- Board composition guardrails: Non‑executive directors capped at 15 years; nominees may not serve on more than three other public company boards .
Fixed Compensation
| Element | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Non‑executive directors; paid quarterly |
| Equity “Shares Fee” | $200,000 in RSUs or DSUs | Vests on 1st anniversary of grant; starting Feb 2025, DSU election allowed with specified deferral options |
| Lead Director fee | $50,000 | Supplemental cash for Board leadership |
| Committee chair fees | $40,000 (Audit, Risk); $25,000 (N&CG, C&T) | Supplemental to retainer |
| Meeting fees | None | RJF does not pay meeting fees |
| Indemnification | Standard agreements | Fullest extent permitted by law; advancement available |
Edwards’ FY2024 director pay:
- Cash fees: $167,500; Equity award grant-date fair value: $199,896; Total: $367,396 .
- RSU grant details: 1,711 RSUs granted Feb 22, 2024 at $116.83; vests at the next annual meeting .
Performance Compensation
| Performance-linked components for directors | Details |
|---|---|
| Performance metrics | None disclosed for non‑executive director pay; equity grants are time‑vested RSUs (not performance‑vested); no options |
| Clawbacks | RJF maintains robust recoupment and separate NYSE‑compliant Dodd‑Frank clawback policies (primarily for executive incentive pay) |
Other Directorships & Interlocks
- Current public boards: American Water Works Company, Inc.; AAR Corp. (within RJF policy limit of max three other boards) .
- Compensation Committee interlocks: RJF discloses no interlocks or insider participation for FY2024 C&T members other than a separate disclosure related to a former director; Edwards had no disclosable related person transaction .
- Related-party transactions: None disclosed for Edwards; N&CG Committee oversees related person transaction policy and approvals .
Expertise & Qualifications
- Core skills: Capital markets and corporate finance; financial reporting from prior CFO role; senior operating leadership in asset management .
- Board competencies: Service on N&CG and C&T aligns with his governance and compensation oversight experience; Lead Director responsibilities underscore board leadership and CEO succession oversight .
- Age/tenure: 63; RJF director since 2014 .
Equity Ownership
| Metric | Edwards | As of |
|---|---|---|
| Beneficial ownership (common shares) | 28,577 | Dec 2, 2024 |
| RSUs outstanding (director awards) | 1,711 | Sept 30, 2024 |
| Ownership guideline | Directors: 5x annual retainer; counts unvested time‑based RSUs | |
| Compliance status | Meets guideline | Sept 30, 2024 |
| Hedging/pledging | Prohibited for directors and executive officers |
Governance Assessment
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Strengths
- Independent Lead Director with a formal charter and clearly delineated duties; active oversight of executive sessions, performance evaluations, and succession planning enhances board effectiveness .
- 100% attendance; active service on N&CG and C&T (key governance and pay oversight), plus Capital Planning Committee participation supports robust risk, talent, and capital oversight .
- Strong alignment via ownership: meets director ownership guideline; prohibited hedging/pledging; receives standard time‑vested RSUs with no outsized perquisites or meeting fees .
- No disclosed related‑party transactions or compensation interlocks; independence affirmed under NYSE/SEC rules .
-
Potential Watch Items
- Multiple external public boards (two current) require ongoing time‑commitment monitoring, though within RJF’s limit (≤3) and with perfect attendance disclosed .
- Capital Planning Committee is not exclusively independent (includes executives), but Edwards’ independent presence and broader committee structure mitigate governance risk .
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Shareholder context
- Say‑on‑pay support was 83% in 2024, indicating general shareholder alignment with compensation governance under the C&T Committee on which Edwards serves .
RED FLAGS: None disclosed specific to Edwards (no related‑party transactions, no attendance issues, no hedging/pledging, within external board service limits) .