Raj Seshadri
About Raj Seshadri
Independent non‑executive director of Raymond James Financial since 2019; age 59. Senior payments executive at Mastercard (Chief Commercial Payments Officer since 2024; previously President, Data & Services 2020–2024; President, U.S. Issuers 2016–2020). Determined independent under NYSE/SEC rules, and attended 100% of Board and assigned committee meetings in FY2024. Committees: Risk; Compensation & Talent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mastercard Incorporated | Chief Commercial Payments Officer | 2024–present | Senior operating leader in global B2B payments |
| Mastercard Incorporated | President, Data & Services | 2020–2024 | Led data/analytics/services businesses |
| Mastercard Incorporated | President, U.S. Issuers | 2016–2020 | Managed issuer relationships/business |
| BlackRock, Inc. | Managing Director, Head of iShares Wealth Advisory | 2014–2015 | Wealth distribution leadership |
| BlackRock, Inc. | Managing Director, Global CMO for iShares | 2012–2013 | Global product/marketing |
| Citigroup, Inc. | MD, Head of CitiBusiness for Citibank | 2010–2012 | SME banking P&L |
| Citigroup, Inc. | MD, Global Head of Strategy | 2008–2009 | Corporate strategy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mount Holyoke College | Trustee | 2017–present | Nonprofit governance |
| American India Foundation | Global Board Member | 2019–present | Nonprofit governance |
| New York Philharmonic | Board Member | 2024–present | Nonprofit governance |
| Public company directorships | — | — | None current; none in past 5 years |
Board Governance
- Committee assignments: Risk Committee member; Compensation & Talent (C&T) Committee member. Not a chair. FY2024 meeting counts: Risk 4; C&T 6.
- Independence and workload: Board determined her independent; ten of 12 nominees independent; all non‑CPC committees composed exclusively of independent directors.
- Attendance: 100% attendance at Board and committee meetings by all director nominees in FY2024.
- Tenure: Director since 2019.
- Executive sessions: Non‑executive directors meet in executive session at least four times per year; led by the Lead Independent Director.
Fixed Compensation
| Component | Policy/Amount | FY2024 – Seshadri | Notes |
|---|---|---|---|
| Annual cash retainer | $125,000 (effective for period commencing Feb 2025; unchanged from prior year) | $122,500 | Cash fees paid quarterly; no meeting fees. |
| Lead Independent Director fee | $50,000 | N/A | Not applicable. |
| Committee chair fees | Audit $40,000; Risk $40,000; N&CG $25,000; C&T $25,000 | N/A | Not a chair. |
| Consultant/benchmarking | Pay Governance engaged; comparative review at least every two years | — | Supports competitive, independent director pay-setting. |
Performance Compensation
| Grant date | Instrument | Shares/Units | Grant date fair value | Vesting / Terms |
|---|---|---|---|---|
| Feb 22, 2024 | RSUs (director “shares fee”) | 1,711 | $199,896 | Vests at the next annual meeting. |
| Starting Feb 2025 | DSU election (policy) | — | $200,000 shares fee policy | Directors may elect DSUs settling 2–5 years post‑vest or at separation. |
Director equity is time‑based (not performance‑conditioned); no meeting fees; no option grants to directors disclosed.
Other Directorships & Interlocks
- Current public boards: None (and none in past 5 years).
- Compensation committee interlocks: C&T members (including Seshadri) were not RJF officers; company disclosed no disclosable interlocks; no RJF executive served on another company’s board/comp committee that had RJF executives on its board/comp committee in FY2024.
Expertise & Qualifications
- Financial services and technology leadership across payments, software services, wealth/asset management, marketing, B2B partnerships; aligns with RJF’s client, banking, wealth and technology risk oversight needs.
Equity Ownership
| Item | Amount | Status/Policy |
|---|---|---|
| Shares owned (common) | 9,515 | Beneficial ownership as of Dec 2, 2024. |
| RSUs outstanding | 1,711 | Outstanding as of Sept 30, 2024. |
| Total counted for guideline (shares + RSUs) | 11,226 | Used in guideline tracking table. |
| Director ownership guideline | 5x annual retainer | Includes unvested time‑based RSUs; valued on 60‑day average price. |
| Compliance with guideline | Met | Marked as meeting requirement. |
| Pledging/Hedging | Prohibited for directors; no shares pledged | Policy prohibits pledging/hedging; table notes no pledged shares. |
Governance Assessment
- Strengths for investor confidence:
- Independent director with 100% attendance and relevant payments/technology and financial services expertise; serves on Risk and C&T, two high‑impact committees.
- Alignment: Meets 5x retainer ownership guideline; paid with mix of cash and one‑year RSUs; hedging/pledging prohibited; ability to defer equity into DSUs enhances long‑term alignment.
- Clean conflicts profile: Board affirmed independence; no related‑person transactions disclosed involving her; Section 16(a) review noted late filings for certain officers but did not list Seshadri.
- C&T governance: Committee is fully independent and uses an external consultant; no interlocks disclosed; say‑on‑pay approval at 83% in 2024 suggests acceptable shareholder support.
- Watch items:
- Senior executive role at Mastercard: while independence was affirmed and no related‑party dealings disclosed, monitor for any future RJF–Mastercard commercial relationships that could require review under related‑person or independence standards.
- Committee time demands: Risk (4 meetings) and C&T (6 meetings) require active oversight of compensation risk and enterprise risk; continued attendance and engagement are key.
No RED FLAGS identified in disclosures regarding attendance, pledging/hedging, related‑party transactions, or over‑boarding (RJF policy limits nominees to ≤3 other public boards; she serves on none).