James M. Zemlyak
STIFEL FINANCIALAbout James M. Zemlyak
Co‑President and Head of Global Wealth Management since June 2014; previously Stifel’s CFO (1999–2018), Treasurer (1999–2012), COO of Stifel, Nicolaus & Co. (since 2002) and Executive Vice President (since 2005) . Under his co‑presidency, Stifel delivered 2024 net revenues of $4.97B, non‑GAAP net income of $756M, non‑GAAP diluted EPS of $6.81, ROCE 16%, ROTCE 23%, and TSR of 56% for the year, supporting pay‑for‑performance alignment and value creation in wealth management and the broader firm .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stifel Financial Corp. | Co‑President | 2014–present | Led GWM to record net revenues; strengthened recruiting (100 advisors in 2024); disciplined expense control; continued development of Stifel Bank |
| Stifel Financial Corp. | Chief Financial Officer | 1999–2018 | Finance leadership through multi‑cycle growth and acquisitions; supported balance sheet and capital management |
| Stifel Financial Corp. | Treasurer | 1999–2012 | Treasury oversight during periods of expansion and integration |
| Stifel, Nicolaus & Co., Inc. | Chief Operating Officer | 2002–present | Operational discipline across client platforms; expense control despite revenue growth |
| Stifel, Nicolaus & Co., Inc. | Executive Vice President | 2005–present | Senior leadership across GWM operations and integration |
| Stifel, Nicolaus & Co., Inc. | Chief Financial Officer | 1999–2006 | Subsidiary finance leadership over expansion of business capabilities |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $275,000 | $300,000 | $300,000 |
| All Other Compensation ($) | $286,876 | $394,465 | $422,255 |
2024 All Other Compensation breakdown:
| Component | Amount ($) |
|---|---|
| 401(k) Company Match | $1,000 |
| Dividends & Dividend Equivalents | $335,330 |
| Interest on Debentures | $85,925 |
| Total | $422,255 |
Performance Compensation
Multi‑year annual incentive components (Committee view of 2024 awards; $ in millions):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Bonus | $2.00 | $2.60 | $4.10 |
| Time‑based deferred (RSUs/RSAs/Debentures/Restricted Cash) | $3.63 | $1.95 | $2.35 |
| Performance‑based deferred (PRSUs) | $2.60 | $1.95 | $2.05 |
| Total Compensation | $8.50 | $6.80 | $8.80 |
Realized vs At‑Risk mix:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Realized ($ / % of Total) | $2.28 / 27% | $2.90 / 43% | $4.40 / 50% |
| At‑Risk ($ / % of Total) | $6.23 / 73% | $3.90 / 57% | $4.40 / 50% |
2024 PRSU framework and targets (equal weighting across non‑GAAP metrics; Relative TSR multiplies average score; max award 200%):
| Metric | Weighting | Threshold | Target | Maximum | Vesting/Delivery |
|---|---|---|---|---|---|
| Relative TSR vs peer group | Multiplier | 80% of Peer TSR | 100% of Peer TSR | 120% of Peer TSR | Earned shares delivered 80% at year 4, 20% at year 5 post‑grant |
| 4‑yr avg annual non‑GAAP Diluted EPS | Equal | $4.56 | $6.52 | $8.48 | PRSUs score averaged across 4 years; deliver as above |
| 4‑yr avg annual non‑GAAP ROCE | Equal | 11% | 13% | 15% | PRSUs score averaged across 4 years; deliver as above |
2024 grants (for 2023 performance; granted March 8, 2024):
| Grant Type | Units | Grant Date Fair Value ($) |
|---|---|---|
| PRSUs (target) | 26,000 | $1,950,000 |
| RSUs | 26,000 | $1,950,000 |
| Total | 52,000 | $3,900,000 |
Committee performance inputs used for 2024 awards:
| Primary Goals (Company) | 2024 Actual | YoY Change |
|---|---|---|
| Non‑GAAP Pre‑Tax Net Income ($) | $1.00B | +30% |
| Non‑GAAP Net Revenue ($) | $4.97B | +14% |
| Non‑GAAP Diluted EPS ($) | $6.81 | +46% |
Equity Ownership & Alignment
Beneficial ownership (as of April 7, 2025):
| Holder | Beneficial Shares | % Outstanding | Stock Units (unvested) | Total (Shares + Units) |
|---|---|---|---|---|
| James M. Zemlyak | 1,176,925 | 1.14% | 194,860 | 1,371,785 |
Ownership details: includes 838,422 shares via an LLC with sole voting power, 6,995 shares in a child’s trust, and 417 shares in his spouse’s account (sole voting power) . Stock ownership guidelines require at least 7× cash base salary for named executive officers; all executives exceed guidelines, and sales are restricted below guideline levels .
Outstanding equity awards at 12/31/2024 (units and market value at $106.08/share):
| Award Type | Units | Market Value ($) | Grant/Notes |
|---|---|---|---|
| RSUs (time‑based) | 3,565 | $378,175 | Granted 2/25/2016; vest completes 1/1/2026 |
| RSUs (time‑based) | 5,976 | $633,934 | Granted 1/30/2020; vest completes 1/30/2025 |
| RSUs (time‑based) | 9,067 | $961,827 | Granted 2/18/2022; vest completes 1/1/2027 |
| RSUs (time‑based) | 23,406 | $2,482,908 | Granted 3/21/2023; vest completes 1/1/2028 |
| RSUs (time‑based) | 20,800 | $2,206,464 | Granted 3/8/2024; vest completes 1/1/2029 |
| RSAs (restricted shares) | 7,198 | $763,564 | Granted 1/28/2021; restrictions lift 1/28/2026 |
| PRSUs (performance – target) | 17,989 | $1,908,273 | Granted 1/28/2022; 80% delivers 1/28/2025; 20% 1/28/2026 |
| PRSUs (performance – target) | 22,667 | $2,404,515 | Granted 2/18/2022; 80% delivers 2/19/2026; 20% 2/19/2027 |
| PRSUs (performance – target) | 39,010 | $4,138,181 | Granted 2/18/2023; 80% delivers 2/19/2027; 20% 2/19/2028 |
| PRSUs (performance – target) | 26,000 | $2,758,080 | Granted 3/8/2024; 80% delivers 3/8/2028; 20% 3/8/2029 |
Insider activity relevant to near‑term liquidity: Zemlyak surrendered 50,000 shares to the Company on March 8, 2024 at $75.41 and 70,000 shares on November 25, 2024 at $117.72 (company‑facilitated surrenders) .
Alignment policies and restrictions:
- Anti‑hedging; no short selling or derivatives; new pledging requires Committee approval; currently no pledging or margin accounts by directors and executive officers .
- Double‑trigger applies to accelerated vesting upon change in control; no automatic vesting solely on change in control .
Employment Terms
- At‑will employment; no executive employment agreements and no guaranteed “golden parachute” payments .
- Clawback policy adopted in 2023 for erroneous incentive‑based compensation in the event of an accounting restatement (NYSE/SEC compliant) .
- Deferred compensation mechanics: RSUs/RSAs/debentures/restricted cash vest ratably over 5 years; debentures accrue 3% interest; PRSUs deliver 80% after 4 years and 20% after 5 years based on multi‑year performance scoring .
- Non‑compete/non‑solicit: continued vesting may be preserved after termination without cause if the holder refrains from competitive or soliciting activity before vesting dates; otherwise vesting may cease .
- Post‑termination benefits: Awards vest upon death or disability (but not for retirement/other termination). If death/disability on 12/31/2024, Zemlyak’s awards would deliver 175,678 shares valued at $18,635,921 at $106.08/share .
Investment Implications
- Pay–for–performance is explicit: annual incentives scale with non‑GAAP pre‑tax income, net revenues and EPS; long‑term PRSUs tie to multi‑year ROCE, EPS and relative TSR with equal weighting and capped at 200% of target .
- Retention risk appears moderate: approximately half of 2024 compensation is At‑Risk with 5‑year vesting; substantial unvested RSUs/PRSUs with scheduled deliveries through 2029 suggest ongoing retention hooks .
- Alignment is strong: 1.14% direct ownership, stock ownership guideline at 7× salary and anti‑pledging/hedging controls; say‑on‑pay support exceeded 97% in recent years, signaling investor alignment with program design .
- Potential trading signals: sizable PRSU delivery windows in 2025–2029 could create episodic supply; 2024 share surrenders indicate periodic liquidity/tax management but not margin risk; blackout/trading policies reduce opportunistic trading risk .