Ronald J. Kruszewski
STIFEL FINANCIALAbout Ronald J. Kruszewski
Ronald J. Kruszewski, age 66, is Chairman of the Board (since 2001) and Chief Executive Officer (since 1997) of Stifel Financial Corp., and has served on the Board since 1997 . Under his leadership, 2024 delivered record net revenues ($4.97B), non-GAAP EPS up 46% YoY, and non-GAAP pre-tax income up 30% YoY, with ROTCE of 23%; 2024 TSR was 56%, and 5-year TSR of 186% (CAGR 23%) outperforming peers and the S&P 500 . He maintains significant industry standing including Vice-Chair at SIFMA and prior service on the St. Louis Fed’s Federal Advisory Council (2014–2019) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stifel Financial Corp. | Chief Executive Officer | 1997–present | Led firm through changing markets with stability and growth; 2024 delivered record net revenues and strong TSR . |
| Stifel Financial Corp. | Chairman of the Board | 2001–present | Combined Chair/CEO structure; oversight via Lead Independent Director and quarterly executive sessions . |
| Stifel Financial Corp. | President | 1997–2014 | Stewarded multi-cycle growth and acquisitions while maintaining a balanced revenue mix . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SIFMA | Vice-Chair, Board of Directors | Not disclosed | Industry leadership role . |
| St. Louis Fed | Federal Advisory Council (Member) | 2014–2019 | Advisory to Federal Reserve policy . |
| American Securities Association | Former Chairman | Not disclosed | Industry advocacy . |
| FutureFuel Corp. (NYSE: FF) | Director | Within past 5 years | Public company directorship . |
| Various civic/education orgs | Trustee/Member | Not disclosed | St. Louis University Trustee; WPO St. Louis; US Ski & Snowboard Foundation Board . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 200,000 | 200,000 | 200,000 |
| All Other Compensation ($) | 665,048 | 822,055 | 922,515 |
| All Other Breakdown – Company 401(k) Match ($) | — | — | 1,000 |
| All Other Breakdown – Personal/Family Transport ($) | — | — | 32,925 |
| All Other Breakdown – Dividends & Equivalents ($) | — | — | 719,305 |
| All Other Breakdown – Interest on Debentures ($) | — | — | 148,010 |
| All Other Breakdown – Life Insurance ($) | — | — | 21,275 |
Note: Executives receive limited perquisites; retirement/health plans are broadly consistent with other employees .
Performance Compensation
| Metric | Weighting | Target | Actual (latest disclosed) | Payout Status | Vesting |
|---|---|---|---|---|---|
| PRSU – Relative TSR vs Peer TSR | Multiplier (×) | 100% of Peer TSR | Company TSR 56% (2024); 5-year TSR 186%; peer TSR 92% over 5 years | In-progress (measure 2025–2028) | 80% delivered after 4 years; 20% after 5 years |
| PRSU – 4-Yr Avg Non-GAAP Diluted EPS | Equal-weight within non-GAAP metrics | $6.52 | $6.81 (2024) | In-progress (4-year average 2025–2028) | As above |
| PRSU – 4-Yr Avg Non-GAAP ROCE | Equal-weight within non-GAAP metrics | 13% | 16% (2024) | In-progress (4-year average 2025–2028) | As above |
| Annual Cash Bonus | Discretionary (framework-based) | No preset target | $5.92M (2024) | Paid | N/A |
| Annual RSUs | Time-based deferral | N/A | 60,267 units granted Mar 8, 2024 (for 2023) | 5-year ratable vest | 5-year ratable vest |
| Annual PRSUs | Performance-based deferral | Threshold/Target/Max: see PRSU table | Target 60,267 units granted Mar 8, 2024 (for 2023) | Earned based on 2025–2028 results | 80% after 4 years; 20% after 5 |
| Debentures / Restricted Cash | Time-based deferral | N/A | Debentures accrue interest at 3% | 5-year ratable vest | 5-year ratable vest |
2024 CEO mix: Realized $6.12M (41%); At-Risk $8.88M (59%) . Key framework metrics inform annual incentives: non-GAAP net revenue, pre-tax income, EPS; plus ROCE, TSR, margins, and book value per share .
2024 PRSU Award Detail (Granted March 8, 2024 for 2023 service)
| Item | Value |
|---|---|
| PRSUs Awarded (#) | 60,267 |
| RSUs Awarded (#) | 60,267 |
| Grant Date Fair Value ($) | $9,040,000 (50% PRSUs; 50% RSUs) |
| Reference Share Price | $98.43 |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficially Owned Shares | 1,255,386 |
| Ownership % of Outstanding | 1.22% (outstanding 103,033,074) |
| Stock Units (unvested/vested-in-60d not deemed beneficial) | 411,617 |
| Total Shares + Units | 1,667,003 |
| Stock Ownership Guideline | ≥10× base salary for CEO; exceeded |
| Pledging/Margin/Hedging | No pledging; no margin accounts; hedging prohibited; new pledging requires Committee approval |
| Insider Transactions (2024) | Surrendered 100,000 shares on Mar 8, 2024 at $75.41; surrendered 100,000 shares on Nov 25, 2024 at $117.72 |
Outstanding equity spans multiple grant years with significant units scheduled to vest/convert through 2029, tying realized value to long-term TSR and performance .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | None; at-will employment |
| Severance (CIC) | No guaranteed CIC severance; “no special CIC severance” |
| Equity Vesting (CIC) | Double trigger for accelerated vesting; requires termination post-CIC; no automatic vesting |
| Equity Vesting (Death/Disability) | RSUs/PRSUs/RSAs vest upon death/disability; for CEO, 378,771 shares would vest; value $40,180,028 at $106.08 close on 12/31/2024 |
| Clawback Policy | Adopted 2023 per NYSE/SEC rules; recovery of erroneously awarded incentive comp upon restatement; long-standing forfeiture for detrimental conduct |
| Non-Compete/Non-Solicit Conditions | Vesting waivers for certain awards upon termination without cause require refraining from competitive or soliciting activity prior to vest dates |
| Anti-Hedging/Pledging | Hedging/short-selling/options prohibited; pledging requires approval; none pledged |
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-GAAP ROCE (%) | 15% | 12% | 16% |
| Non-GAAP Tangible ROCE (%) | 22% | 17% | 23% |
| Total Shareholder Return (%) | -15% | 21% | 56% |
| Non-GAAP Pre-Tax Margin on Net Revenues (%) | 22% | 18% | 20% |
| Book Value per Share ($) | 44.08 | 45.61 | 48.95 |
| Non-GAAP Comp to Revenue Ratio (%) | 58% | 58% | 58% |
Additional 2024 highlights: record net revenues; record GWM revenue ($3.3B, +8% YoY); Institutional Group net revenue $1.6B (+30% YoY); non-GAAP pre-tax margin 20%; dividend increased; recruiting ~100 FAs; low leverage 7.0x; Tier 1 leverage capital ratio 11.4% .
Board Governance
- Board service: Director since 1997; Chairman; not independent . Lead Independent Director (David Peacock) presides over quarterly executive sessions and co-leads CEO evaluation and succession planning with Comp Chair .
- Board structure: 11 directors, 82% independent; Audit, Compensation, Nominations & Corporate Governance, and Risk Management Committees—all independent membership .
- Meetings: Board met 9 times in 2024; attendance by continuing directors exceeded 80%; executive sessions held quarterly in 2024 .
- Committee roles relevant to dual Chair/CEO: Annual CEO evaluation by independent Compensation Committee; risk oversight via Board and committees; enterprise risk management under CRO reviewed quarterly by Risk Committee .
- Director compensation: Employee directors (including Kruszewski) receive no additional fees for board service .
Director Compensation (Context for CEO as Director)
| Item | Value |
|---|---|
| Non-employee director annual retainer | $100,000 cash + $150,000 RSUs; committee chairs and Lead Independent Director: +$30,000 cash . |
| Employee directors (CEO) board fees | None; expenses reimbursed . |
Compensation Peer Group (Benchmarking)
Affiliated Managers Group; Ameriprise Financial; Evercore; Franklin Resources; Houlihan Lokey; Invesco; Jefferies Financial Group; Lazard; LPL Financial; Moelis & Company; Northern Trust; Piper Sandler; Raymond James; T. Rowe Price . Independent consultant: Compensation Advisory Partners (CAP); no conflicts; market data used as reference (no targeted percentile) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: >97% approval last year; historically strong support .
- Committee responsiveness: increased performance-based awards, clearer goals, more robust disclosure; ongoing outreach to top institutional holders and employees .
Compensation Structure Analysis
- Mix shift: CEO At-Risk 85% (2022) → 79% (2023) → 59% (2024); Realized rose to 41% in 2024 as performance improved and cash bonus increased .
- Strong pay-for-performance linkage: PRSUs tied to 4-year non-GAAP EPS/ROCE and Relative TSR; vesting defers value to years 4–5; majority of incremental CEO comp since 2016 designated At-Risk .
- Governance safeguards: double-trigger CIC; clawback adopted 2023; anti-hedging/pledging; no excise tax gross-ups; no repricing; limited perquisites .
Related Party & Transactions
- 2024 insider share surrenders: 100,000 shares on Mar 8 ($75.41), and 100,000 shares on Nov 25 ($117.72) surrendered to the Company; reviewed/approved by independent directors .
- Family employment: adult son employed; ~ $245,000 compensation in 2024 .
- Banking/credit relationships: loans/margin accounts to insiders made on market terms and performing; compliant with regulations .
Equity Ownership & Deferred Balances (Liquidity and Retention Signals)
| Metric | Value |
|---|---|
| CAP (Compensation Actually Paid) – 2024 | $36,380,513 |
| Deferred balances (CEO) – YE 2024 | Aggregate balance $45,419,001; 2024 contribution $9,040,000; earnings $17,467,939; distributions $8,251,986 . |
Employment Terms (Summary Table)
| Category | Detail |
|---|---|
| Agreements | None; at-will |
| Severance/CIC | No guaranteed severance; double-trigger on equity; no automatic vesting on CIC |
| Vesting Accelerators | Death/disability: full vest for certain RSUs/PRSUs/RSA; CEO value $40.18M at $106.08 |
| Clawback | NYSE/SEC-compliant policy adopted Oct 2023; recovery of incentive comp on restatement; forfeiture for detrimental conduct |
| Restrictions | Anti-hedging/shorting/options; pledging needs approval; none pledged |
Investment Implications
- Alignment is strong: CEO holds ~1.22% of outstanding shares plus substantial unvested stock units; ownership guidelines far exceeded; no pledging—reducing alignment risk .
- Retention risk appears low: Large deferred and performance-based equity across multi-year cycles (deliveries in years 4–5) and significant deferred balances create retention incentives; no guaranteed CIC severance reduces fixed transition liabilities .
- Pay-for-performance signals positive: 2024 pay mixes reflect improved financial performance; PRSU design ties future payouts to multi-year EPS/ROCE and TSR vs peers, reinforcing long-term performance orientation .
- Trading/flow watchouts: 2024 share surrenders by CEO may indicate periodic liquidity/tax settlement activity; however, insider trading controls are robust and pledging/margin use is prohibited—lower structural selling pressure risk .
- Governance mitigants to dual roles: Combined Chair/CEO is balanced by an active Lead Independent Director, independent committees, quarterly executive sessions, and annual CEO evaluation—tempering independence concerns for oversight quality .