Paul C. Reilly
RAYMOND JAMES FINANCIALAbout Paul C. Reilly
Paul C. Reilly is Executive Chair (effective Feb 20, 2025) and formerly Chair (since 2017) and CEO (since 2010) of Raymond James Financial; he joined RJF’s board in 2006 after prior CEO roles at Korn Ferry and KPMG International and is a certified public accountant . Under his 14-year CEO tenure, RJF delivered compound annual growth of 11% in net revenues and 15% in pre-tax income through FY2024, with cumulative total shareholder return over 600% including reinvested dividends . FY2024 firm performance included record net revenues of $12.82B (+10% YoY), pre-tax income of $2.64B (+16% YoY), net income of $2.06B, and Adjusted ROE of 19.6% . Age 70; RJF director since 2006 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Raymond James Financial | Chair (2017–present); CEO (2010–2025E); President (2009–2010); Non-exec Director; Audit Committee Chair | 2006–present | Led multi-year growth and capital strength; orchestrated CEO succession; record FY2024 revenues/earnings |
| Korn Ferry International | Executive Chairman; Chairman & CEO | 2001–2009 | Public company CEO experience, organizational consulting leadership |
| KPMG International | Chief Executive Officer; KPMG LLP National Managing Partner, Financial Services | 1995–2001 | Global auditing/consulting leadership; CPA expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Willis Towers Watson PLC | Director (current) | n/a | Current public company board |
| SIFMA | Board at Large member | n/a | Industry advocacy |
| American Securities Association | Director | n/a | Industry association |
| National Leadership Roundtable | Director | n/a | Community leadership |
| House of Prayer Foundation | Trustee | n/a | Non-profit governance |
Fixed Compensation
| Year | Base salary ($) | Cash bonus ($) | All other compensation ($) | Total SCT ($) |
|---|---|---|---|---|
| 2024 | 750,000 | 11,650,083 | 134,347 | 23,084,330 |
| 2023 | 750,000 | 9,250,100 | 106,903 | 34,912,956 (incl. special retention equity) |
| 2022 | 687,500 | 8,506,292 | 32,764 | 17,626,494 |
Notes:
- 2024 base salary unchanged YoY (“—%”) .
- 2023 total includes a special one-time retention equity award granted Dec 15, 2022 at $15M target .
Performance Compensation
| Component | Grant date | Metric | Weighting/scale | Units / fair value | Vesting / payout |
|---|---|---|---|---|---|
| Annual bonus – RSUs (CEO) | Fiscal 2024 awards granted FY2025 | Adjusted ROE 3-yr average with rTSR modifier | 60% PRSUs; scale: ≥20% ROE=150%, 15%=100%; rTSR modifier 80–120% vs peer group | $6,989,950 PRSUs; $4,659,967 time RSUs (half of total bonus delivered in RSUs) | Cliff on 3rd anniversary; PRSUs vest per scale + rTSR |
| Annual PRSUs (2023 grants) | 12/15/2023 | Adjusted ROE + rTSR | Target 100%, max 180% | 50,054 target PRSUs; $5,549,988 FV | 3-year measurement FY2024–FY2026 |
| Annual time RSUs (bonus portion) | 12/15/2023 | Time-based | n/a | 33,369 units; $3,699,955 FV | Cliff vest at 3 years |
| Management RSUs | 12/15/2023 | Time-based | n/a | 11,724 units; $1,299,957 FV | 60% at year 3; 20% at years 4 and 5 |
| 2021 PRSU actual vesting | 2018–2021 awards vested FY2024 | Adjusted ROE + rTSR | 3-yr avg Adjusted ROE 18.7% → 150% prelim; rTSR 113% modifier → 169.5% payout | n/a | Paid at 169.5% of target |
| Shares vested FY2024 | Various | n/a | n/a | 119,408 shares; $13,144,201 realized | Vested; taxes may be withheld |
Peer groups:
- rTSR PRSU peer group (vesting modifier): AMP, BK, SCHW, BEN, IVZ, JEF, LPLA, NTRS, STT, SF, TROW .
- Market data reference (comp decisions): broader peers incl. Edward Jones, etc.; committee does not target a percentile and does not formulaically benchmark .
Funding and discretion:
- Annual bonus pool capped at 6% of consolidated pre-tax income; individual bonus capped at 3% .
- Committee uses informed discretion; no fixed weightings; CEO evaluated on net revenues, pre-tax income, Adjusted ROE .
FY2024 CEO performance factors:
- Net revenues $12.82B (+10%); pre-tax income $2.64B (+16%); Adjusted ROE 19.6% (+120 bps); approved bonus $23,300,000 .
Equity Ownership & Alignment
| Item | Detail | Evidence |
|---|---|---|
| Beneficial ownership | 314,500 shares (285,040 common + 29,460 RSUs vesting within 60 days) | |
| Ownership % of outstanding | <1% (individual directors and executive officers each <1%) | |
| Unvested time RSUs (examples) | 11,724 (12/15/2023), 13,697 (12/02/2021), 7,800 (12/03/2020), 3,750 (11/22/2019) | |
| Unearned PRSUs (examples) | 90,097 (12/15/2023), 230,202 (12/15/2022), 79,544 (12/15/2021) | |
| Market value of outstanding awards | Illustrative: $11.03M (90,097 PRSUs, 12/15/2023); $28.19M (230,202 PRSUs, 12/15/2022) at $122.46 | |
| Stock ownership guidelines | CEO required to hold 7x annual salary; all NEOs have met/exceeded requirements | |
| Hedging/pledging | Prohibited for executives and directors; margin accounts restricted; 10b5-1 plans permitted; no pledging by insiders | |
| Section 16 compliance | One Form 4 filed eight days late due to admin oversight (RSU vesting) |
Retirement eligibility and delivery:
- Retirement eligibility at age 65 or age 55 with 10 years of service; upon retirement, all unvested RSUs immediately vest but shares deliver on original schedule subject to restrictive covenants; Mr. Reilly is retirement eligible .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None; executives, including CEO, are at-will |
| Severance | No special severance arrangements; no severance payments in termination scenarios |
| Change-in-control | RSU acceleration requires “double trigger” (CIC + qualifying termination) |
| Clawbacks | Robust recoupment policy: restatement, inaccurate performance measure, serious misconduct causing material financial/reputational harm; Dodd-Frank clawback policy compliant with NYSE |
| Other benefits | Profit Sharing, ESOP, 401(k) match, LTIP (5-year cliff vest) |
| Termination economics (equity) | Share awards value realizable ranges (as of 9/30/2024, $122.46): e.g., voluntary termination $34,652,016; good reason/without cause $51,308,536; retirement $34,652,016; death/disability $51,308,536; qualified termination following CIC $51,308,536 |
Board Governance
- Role and independence: Reilly served as combined Chair/CEO since 2017; the board will separate the roles during the transition as Paul Shoukry becomes CEO, with Reilly as Executive Chair; board retains flexibility to reassess structure . Lead Independent Director (Jeffrey N. Edwards) with a formal charter ensures balanced independent leadership, presides over executive sessions, and drives evaluation and succession planning .
- Committee service: Reilly serves on the Capital Planning Committee; employee directors receive no additional director pay .
- Attendance: All director nominees attended 100% of board and committee meetings in FY2024 .
- Independence: Ten of twelve director nominees are independent; all board committees other than Capital Planning are fully independent .
- Shareholder engagement: Extensive IR program and annual investor day; executive sessions held at least four times per year .
Director Compensation (for context)
- Non-executive director fees: $125,000 cash retainer; $200,000 RSU/DSU grant vesting at 1 year; chair fees: $25,000–$40,000; Lead Director fee $50,000 .
- Employee directors (Reilly, Shoukry) receive no additional director compensation .
Compensation Structure Analysis
- Mix and deferral: CEO bonus delivered 50% cash / 50% RSUs (60% performance, 40% time), emphasizing long-term alignment; long vesting (3–5 years) and robust clawbacks mitigate risk .
- Options usage: No option grants to executives since fiscal 2014; option repricing prohibited without shareholder approval .
- Discretion and caps: Bonus pool capped at 6% of consolidated pre-tax income; no formulaic weightings; CEO evaluated on net revenues, pre-tax income, Adjusted ROE .
- Peer calibration: rTSR modifier aligns with investment experience versus defined industry peers; compensation decisions use market data but do not target specific percentiles .
- Say-on-pay support: 83% approval in 2024; committee continued practices based on feedback .
Performance & Track Record
- FY2024 segment performance: PCG net revenues $9.5B (+9%), pre-tax $1.8B (+1%); Asset Management net revenues $1.0B (+16%), pre-tax $421M (+20%); Capital Markets net revenues $1.5B (+21%); Bank segment net revenues $1.7B (−15%), pre-tax $380M (+2%) .
- Capital strength and shareholder returns: Tier 1 leverage 12.8%; total capital ratio 24.1%; $1.3B returned via dividends and repurchases in FY2024 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; compliance oversight in place .
- Section 16 late filings: One late Form 4 due to administrative oversight (RSU vesting) .
- Option repricing prohibited; no employment agreements or tax gross-ups except limited relocation .
- Compensation risk review concluded incentive plans are not likely to motivate behavior causing material adverse impact; mitigants include deferrals, ownership, clawbacks .
Compensation Peer Group (Benchmarking)
- rTSR vesting peer group for PRSUs: Ameriprise, BNY Mellon, Schwab, Franklin Resources, Invesco, Jefferies, LPL, Northern Trust, State Street, Stifel, T. Rowe Price .
- Market data reference set used by consultant (no percentile targets): Ameriprise, Franklin Resources, Northern Trust, BNY Mellon, Invesco, State Street, Schwab, Jefferies, Stifel, Edward Jones, LPL, T. Rowe Price .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote approval: 83% in favor; practices maintained based on shareholder support .
Equity Vesting Schedules (detail)
- Bonus RSUs: Cliff vest at 3 years (both time and performance portions) .
- PRSU vest scale (2023–2024 grants): ≥20% Adjusted ROE → 150% of target; 15% → 100%; rTSR modifier: ≥75th percentile 120%; 50th 100%; ≤25th 80% .
- Management RSUs: 60% at year 3; 20% at years 4 and 5 .
Board Service History and Dual-Role Implications
- Board service: Director since 2006; Chair since 2017; served as Audit Committee Chair pre-CEO; currently on Capital Planning Committee .
- Dual-role considerations: Combined Chair/CEO structure has been transitioned to separate roles with Reilly as Executive Chair post-2025 annual meeting, with Lead Independent Director charter ensuring counterbalance and independent oversight . Independence safeguards include majority independent board, independent committees, executive sessions, and robust governance policies .
Investment Implications
- High alignment: Significant equity deferral (50% of CEO bonus in RSUs with 60% performance-based), long vesting, rTSR modifiers, strict clawbacks, and ownership requirements (CEO 7x salary) signal strong pay-performance linkage and mitigate risk of short-termism .
- Limited retention risk: Retirement eligibility could accelerate vesting upon departure (with delivery subject to schedule and covenants), but absence of severance contracts, double-trigger CIC provisions, and strong board-led succession reduce abrupt departure risk; FY2024 succession plan executed for CEO transition .
- Trading signals: Large scheduled vestings (e.g., PRSUs/time RSUs across 2021–2023 grants) and FY2024 vested shares (119,408; $13.1M) can create episodic supply; however, hedging/pledging prohibitions and ownership guidelines dampen monetization risk; monitor Rule 10b5-1 plan filings and vest dates .
- Governance quality: Strong say-on-pay support (83%), independent oversight via Lead Director, and comprehensive risk reviews suggest stable governance and compensation frameworks supportive of long-term TSR .