Victor J. Nesi
STIFEL FINANCIALAbout Victor J. Nesi
Victor J. Nesi is Co‑President and Head of the Institutional Group at Stifel Financial Corp. (SF). He joined Stifel in 2009 as Co‑Head of the Institutional Group, was named Co‑President in 2014, and became sole head of the Institutional Group in 2017; previously he ran Merrill Lynch’s North America investment banking business (2005–2007) and has advised on >$200 billion of strategic transactions across debt and equity financing over a 30‑year career . He is not a member of SF’s Board of Directors and therefore is not an “independent director”; the 2025 proxy’s board roster does not list him among directors or committee members . 2024 business highlights under his leadership include Institutional Group net revenues up 30% year‑on‑year to nearly $1.6B and pre‑tax net income >$223M .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stifel Financial Corp. | Co‑President; Head of the Institutional Group | 2014–present (Co‑President); 2017–present (sole head) | Integrated and aligned divisions; Institutional revenues increased five‑fold over time via organic growth and >20 acquisitions |
| Stifel Financial Corp. | Co‑Head, Institutional Group | 2009–2014 | Built platform and scale through acquisitions and integration |
| Merrill Lynch | Senior management positions; Head of North America Investment Banking | 2005–2007 (NA IB head) | Led NA IB; advised clients on >$200B strategic transactions and financing assignments |
External Roles
No current public company directorships disclosed for Nesi in SF’s proxy; his biography is presented as an executive, not a director .
Board Governance
- Status: Executive officer, not a director; thus no board committee assignments or director independence status apply .
- Governance context relevant to executives:
- Stock ownership guidelines: CEO 10× salary; other named executive officers (NEOs) 7× salary; all NEOs substantially exceed targets .
- Clawback policy adopted in October 2023 for incentive‑based compensation per NYSE and SEC rules .
- Anti‑hedging and anti‑pledging: executives prohibited from hedging; new pledging requires committee approval; directors and executive officers have no shares pledged or in margin accounts .
- Change‑in‑control double‑trigger: no automatic vesting; acceleration requires termination following change‑in‑control; no guaranteed severance or golden parachutes .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $275,000 | $300,000 | $300,000 |
| All Other Compensation (perqs/benefits) | $451,010 | $541,676 | $549,173 |
Breakdown of 2024 “All Other Compensation”:
- Company 401(k) match: $1,000
- Personal and family transport (aircraft): $86,006
- Dividends & equivalents on RSUs/PRSUs/RSAs: $364,261
- Interest on debentures/unpaid dividends: $98,906
- Total benefits: $549,173
Performance Compensation
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Bonus | $3,125,000 | $940,000 | $3,100,000 |
| Stock Awards (total) | $4,000,000 | $5,600,000 | $3,760,000 |
2024 annual incentive composition (Committee’s determinations):
- RSUs/RSAs/Debentures/Restricted Cash: $1.55M
- PRSUs: $1.55M
- Total at‑risk annual incentive: $3.10M
Equity grants and vesting:
- Grant date: March 8, 2024
- RSUs: 25,067 units; fair value $1,880,000; vest ratably over 5 years
- PRSUs (mandatory deferral): 25,067 units; fair value $1,880,000; 80% payable after 4 years, 20% after 5 years, contingent on performance
- Additional 2024 PRSU award: $1.55M referencing $98.43/share; 15,747 PRSUs awarded
Vesting policies:
- RSUs/RSAs/restricted cash/debentures: 5‑year ratable vesting; RSUs receive dividend‑equivalents; RSAs receive cash dividends; debentures accrue ~3% interest .
- PRSUs: 4‑year performance period; 80% delivered in year 4 and 20% in year 5; not calculated/delivered until year 4 .
PRSU Performance Metrics and Scoring (2025 grants for 2024 compensation)
| Measure | Threshold | Target | Maximum |
|---|---|---|---|
| Relative Total Shareholder Return (TSR) vs peers | 80% of peer TSR | 100% of peer TSR | 120% of peer TSR |
| 4‑Year Average Annual Non‑GAAP Diluted EPS | $4.56 | $6.52 | $8.48 |
| 4‑Year Average Annual Non‑GAAP Return on Common Equity (ROCE) | 11% | 13% | 15% |
Scoring method: EPS/ROCE criteria averaged equally; Relative TSR multiplies the average; max payout 200% of target; interpolation between thresholds/targets/max; non‑GAAP definitions reviewed quarterly by the Committee .
Other Directorships & Interlocks
No public‑company directorships for Nesi disclosed; board committee interlocks are reported as none for Compensation Committee members (all independent) . Nesi is not listed among non‑employee directors receiving director compensation .
Expertise & Qualifications
- Institutional investment banking leadership; integration of >20 acquisitions; Institutional revenue scale‑up over his tenure .
- Ran Merrill Lynch NA investment banking; advised on >$200B transactions and financing assignments .
- 2024 achievements: Institutional net revenues nearly $1.6B; pre‑tax net income >$223M; execution across initiatives including defense supplier investment fund; improved comp/non‑comp expense ratios .
Equity Ownership
| Metric | Apr 8, 2024 | Apr 7, 2025 |
|---|---|---|
| Beneficially Owned Shares | 276,959 | 282,166 |
| % of Outstanding Shares | <1% | <1% |
| Stock Units (unsettled) | 208,027 | 191,756 |
| Total (Shares + Units) | 484,986 | 473,922 |
| RSAs included | — | 8,796 |
Policies: Anti‑pledging and hedging restrictions; no shares pledged or in margin accounts by directors/executives . Ownership guidelines require 7× salary for NEOs; all NEOs (including Nesi) substantially exceed .
Deferred Compensation
| Item | 2024 |
|---|---|
| Aggregate Balance at Beginning of Year | $14,812,471 |
| Executive Contribution in Last FY | $3,760,000 |
| Aggregate Earnings/(Losses) in Last FY | $8,890,118 |
| Aggregate Withdrawals/Distributions | $4,462,006 |
| Aggregate Balance at End of Year | $23,000,583 |
Governance Assessment
- Alignment signals: High equity ownership vs guidelines; significant at‑risk pay via PRSUs/RSUs with long vesting and multi‑year non‑GAAP/Relative TSR metrics; strong Institutional Group performance tied to incentive outcomes .
- Risk mitigants: Clawback compliant with NYSE/SEC; anti‑hedging/anti‑pledging; double‑trigger change‑in‑control; no guaranteed severance/golden parachutes .
- Potential conflicts/related‑party exposure:
- Personal aircraft usage ($86,006 in 2024) is disclosed and treated as incremental cost compensation; usage is limited per policy, with fixed costs excluded .
- SBIC fund‑related payments: Nesi is entitled to SBIC GP/management payments but waives them, which mitigates potential conflict from fund participation .
- RED FLAGS: None observed regarding pledging/hedging, option repricing, loans, or related‑party transactions requiring disclosure; Compensation Committee reports no interlocks or insider participation; director independence robust on key committees .
Note: Nesi is not an SF director; governance scrutiny therefore centers on executive compensation structure, ownership alignment, and policies governing executives rather than director committee service or board attendance .