Jonathan N. Santelli
RAYMOND JAMES FINANCIALAbout Jonathan N. Santelli
Executive Vice President, General Counsel, and Secretary of Raymond James Financial since May 2016; age 53. He oversees the firm’s legal and compliance functions and serves on the Executive Committee . Education: JD, magna cum laude, St. John’s University School of Law; BA in economics and accounting, College of the Holy Cross . Prior roles include senior legal leadership at First Republic Bank, Bank of America (U.S. Trust/Merrill Lynch Private Banking & Investments, and preferred/small business banking), and Merrill Lynch corporate M&A/PE counsel, advising on Merrill Lynch’s sale to Bank of America in 2008 . During his tenure, RJF delivered record FY2024 performance (net revenues $12.82B, net income $2.063B, diluted EPS $9.70) and strong multi-year TSR and profit growth, reinforcing pay-for-performance alignment across executive compensation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Republic Bank | Senior Vice President & Deputy General Counsel | Prior to 2016 (exact years not disclosed) | Led legal and compliance coverage for private wealth management and bank regulatory matters |
| Bank of America | General Counsel, Private Wealth Mgmt (U.S. Trust/Merrill Lynch Private Banking & Investments); later GC, Preferred & Small Business Banking | 2009–2013 | Drove legal oversight across wealth and consumer banking businesses |
| Merrill Lynch & Co. | Head of Strategic M&A and Private Equity Counsel; corporate counsel | 2000–2008 | Advised on sale to Bank of America in 2008; led strategic transactions counsel group |
| Rogers & Wells (Clifford Chance) | Associate, Corporate (M&A, private equity, securities) | Pre-2000 | Early career foundation in complex corporate transactions |
External Roles
None disclosed (no current public company directorships identified in company filings or leadership bios) .
Fixed Compensation
RJF executive compensation program emphasizes variable pay and long-term equity; executives are employed at will without individual employment agreements . Key pay elements and purposes:
| Type | Element | Purpose |
|---|---|---|
| Fixed | Base Salary | Competitive base to attract/retain talent |
| Variable (annual) | Cash Bonus | Rewards strategic and financial goal achievement; funded from pool ≤6% of consolidated pre-tax income; individual bonus ≤3% of consolidated pre-tax income |
| Variable (annual) | Stock Bonus RSUs (time- and performance-vesting) | Aligns executives with shareholders; cliff vesting typically at 3 years; performance vesting tied to 3-year average Adjusted ROE and rTSR modifier |
| Long-term | Management RSUs | 5-year vesting schedule (60% at year 3; 20% at years 4 and 5) to encourage retention |
| Benefits | Retirement plans (Profit Sharing, ESOP, LTIP, 401(k)) | Employer-funded plans and deferred incentives; LTIP cliff vests at 5 years |
Performance Compensation
RJF’s executive equity incentives are driven by Adjusted ROE with a relative TSR modifier; 50% of RSUs for other executive officers are performance-based with 3-year cliff vesting (CEO at 60%), and vesting outcomes are modified ±20% by rTSR versus a defined peer set .
| Metric | Weighting | Target/Scale | Payout Range | Vesting |
|---|---|---|---|---|
| Adjusted ROE (3-year average) | 50% of RSUs for executive officers; 60% for CEO | ≥20% = 150%; 18% = 125%; 15% = 100%; 12% = 75%; 10% = 50%; <10% = 0% | 0%–150% of target, then rTSR modifier applied | RSUs generally cliff vest at 3 years; retirement eligibility can accelerate vesting subject to original delivery schedule and covenants |
| rTSR vs peer group | Modifier on ROE result | ≥75th percentile = 120%; 50th = 100%; ≤25th = 80% | ±20% of ROE-derived result | Applied to performance RSUs |
Vesting outcome example (firmwide 2021 grants): 3-year average Adjusted ROE of 18.7% yielded 150% preliminary payout; rTSR modifier 113% increased vesting to 169.5% of target .
Equity Ownership & Alignment
- Stock ownership policy: Executive officers must hold RJF stock equal to 3x annual salary; tested annually; until met, retain 100% of net shares from equity awards. Policy counts unvested time-based RSUs toward compliance .
- Prohibitions: Executives cannot pledge RJF stock; hedging/short sales/most derivatives are prohibited under the Insider Trading Policy .
- Double-trigger change-of-control: RSU acceleration requires both a change in control and qualifying termination .
- Options: No option repricing; options not granted to executive officers as part of annual compensation since fiscal 2014 .
Ownership snapshot (group level, individual holdings for Santelli not disclosed in proxy):
- “All directors and executive officers as a group (24 persons)”: 1,035,936 shares and 70,480 RSUs beneficially owned as of December 2, 2024; no shares pledged .
| Holder | Shares of Common Stock | RSUs Subject to Vesting | Total |
|---|---|---|---|
| All directors & executive officers (24 persons) | 1,035,936 | 70,480 | 1,106,416 |
Vesting schedules (policy-level):
- Time-based RSUs: 3-year cliff (management RSUs: 60% year 3; 20% years 4 and 5) .
- Retirement eligibility effect: Immediate vesting upon retirement (55 with 10 years of service, or 65), with share delivery per original schedule and continued compliance with restrictive covenants .
Employment Terms
- At-will; no individual employment agreements or guaranteed severance for executive officers; annual discretionary bonuses and RSUs constitute variable pay .
- Change-of-control: RSU acceleration under double-trigger provisions .
- Clawbacks: NYSE-compliant Dodd-Frank clawback policy for restatements; broader recoupment policy covering inaccurate performance measures and “serious misconduct or materially imprudent judgment” causing material harm; applies to executive officers .
- Trading restrictions: Pre-clearance, blackout adherence, and restrictions on pledging, derivatives, and hedging reduce misalignment and improper trading risks .
Performance & Track Record
Company-level performance under RJF’s executive leadership (including the General Counsel’s tenure) shows multi-year TSR and profit growth.
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Company TSR (value of $100 invested 9/30/2020) | $192.74 | $209.25 | $216.24 | $266.64 |
| Peer Group TSR (Dow Jones U.S. Investment Services) | $165.02 | $145.26 | $153.55 | $212.81 |
| Net Income ($MM) | $1,403 | $1,509 | $1,739 | $2,068 |
| Pre-Tax Income ($MM) | $1,791 | $2,022 | $2,280 | $2,643 |
FY2024 highlights: net revenues $12.82B, net income $2.06B, diluted EPS $9.70; ROE 18.9%; Adjusted ROE 19.6% . Say-on-pay support was 83% in 2024, indicating shareholder alignment with compensation practices .
Investment Implications
- Compensation alignment: Executive equity is conditioned on 3-year Adjusted ROE and modified by relative TSR, tying realizable pay to both controllable profitability and market-relative outcomes; vesting outcomes (e.g., 169.5% for 2021 grants) demonstrate strong long-term linkage to value creation .
- Retention vs selling pressure: Cliff vesting (3- and 5-year schedules), stock ownership guidelines (3x salary), and retention of net shares until compliance are designed to dampen near-term selling pressure at vest dates; blackout periods and hedging/pledging prohibitions further limit adverse trading dynamics from insiders .
- Governance and risk: Robust clawbacks (Dodd-Frank and firm policy), double-trigger change-of-control protection, and at-will employment without severance entitlements reduce parachute risk and reinforce accountability—positive for pay discipline and shareholder protection .
- Data caveats: Santelli was not a 2024 NEO; individual compensation and holdings are not detailed in the proxy. However, he is subject to the same executive policies (ownership, clawbacks, trading restrictions). Note: He had one late Form 4 due to an administrative oversight by the company, alongside other officers (no adverse implications indicated) .