Charles Lyon
About Charles Lyon
Charles Lyon, age 49, is Group President of StoneX Group Inc. (appointed December 2024) and has served as Chief Executive Officer of StoneX Financial Inc. since December 2012; he has been an executive officer of StoneX since 2013 and previously led Securities Trading & Sales and Equity Capital Markets from 2004–2012 after roles at predecessor firms from 1999–2004 . He oversees StoneX’s broker‑dealer operations and has global responsibility for the Institutional segment, with compensation tied to firm performance metrics, notably Adjusted ROE under the Executive Performance Plan (EPP) . Company performance during FY2024 included operating revenues of $3,436.2M (+18% YoY), net operating revenues of $1,767.2M (+9%), net income of $260.8M (+~9%), ROE of 16.9%, diluted EPS $7.96 (+7%), and cumulative TSR of 240 since FY2020; Adjusted ROE used for payouts was 17.1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| StoneX Group Inc. | Group President | Dec 2024–present | Overall company management alongside CEO; global responsibility for Institutional segment |
| StoneX Financial Inc. | CEO | Dec 2012–present | Oversees U.S. broker-dealer; led integration of domestic regulated entities post-July 2015 merger |
| StoneX Financial Inc. | Head of Securities Trading & Sales; Head of Equity Capital Markets | 2004–2012 | Built institutional trading and ECM capabilities; leadership roles pre-CEO appointment |
| Predecessor companies | Various roles | 1999–2004 | Early career roles prior to StoneX Financial Inc. leadership track |
External Roles
- No external board or director roles disclosed for Charles Lyon .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 400,000 |
| All Other Compensation ($) | 10,524 | 49,212 | 25,813 |
| Perquisites (FY 2024 detail) | — | — | $18,306 personal aircraft; $7,507 plan contributions |
Performance Compensation
Executive Performance Plan (EPP) design and FY2024 outcome
| Item | FY 2024 |
|---|---|
| Performance metric | Adjusted ROE (only target used for FY2024) |
| Target ROE | 15% |
| Actual ROE used | 17.1% |
| Target bonus ($) | 2,265,000 |
| Nominal bonus earned ($) | 2,830,638 |
| Cash portion ($) | 2,041,446 |
| Restricted shares (#) | 10,430 |
| RS grant date & FMV | 12/13/2024 at $100.89/share |
| RS vesting | 1/3 annually over 3 years (Restricted Stock Program) |
EPP cash payouts (Non-Equity Incentive Plan Compensation)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EPP Cash Bonus ($) | 3,171,489 | 2,889,122 | 2,041,446 |
Long-Term Performance Incentive Plan (LTIP)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| LTIP Earned ($) | 939,696 | 998,458 | 1,061,722 |
| LTIP structure | Cash-based; accrues “Interest” (min 3%, max 15%) and Performance Adjustment based on average Adjusted ROE over award period |
Stock Options and Equity Grants
| Item | Details |
|---|---|
| Option grant (12/5/2023) | 225,000 options @ $64.25, ~8-year term, vest ratably over 5 years beginning after Dec 5, 2026 (third anniversary) |
| Outstanding equity (9/30/2024) | Unexercisable options: 225,000 @ $64.25 (exp. 12/5/2031); 60,000 @ $30.00 (exp. 12/5/2026). RSUs unvested: 10,994 (vest ~12/15/2025); 4,753 (vest ~12/15/2026) |
| Options exercised (FY2024) | 90,000 shares exercised; value realized $3,461,829 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (12/31/2024) | 101,387 shares; <1% of class |
| Included in beneficial ownership | 30,000 shares via vested options; 26,177 unvested restricted shares |
| Shares held on margin (potential pledge) | 30,400 shares held in a margin account |
| Insider trading policy highlights | Prohibits short sales and transactions benefiting from stock declines (e.g., puts); no explicit policy prohibiting hedging or pledging beyond those transactions |
- Stock ownership guidelines apply to CEO and non‑employee Directors (3x salary/fees within 5 years); no specific guideline disclosed for the President role .
Employment Terms
| Term | Status |
|---|---|
| Employment agreement | None entered into with Mr. Lyon as of 9/30/2024 |
| Severance (without cause/good reason) | No cash severance; LTIP and certain equity may accelerate per award terms |
| Change-in-control (CoC) | Options accelerate upon CoC under 2022 Omnibus Plan; restricted stock accelerates upon qualifying termination; LTIP has specific acceleration conditions depending on grant year and termination scenario |
| Non-compete / Non-solicit | Non-compete and non-solicit provisions apply to Executives with Employment Agreements; none disclosed for Lyon |
Potential Payments Upon Termination or CoC (as of 9/30/2024)
| Scenario | Cash Severance ($) | LTIP ($) | Equity Acceleration ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause (no CoC) | — | 3,778,538 | 2,466,717 | — | 6,245,255 |
| Resignation for Good Reason (no CoC) | — | 1,998,356 | 2,466,717 | — | 4,465,073 |
| Termination Without Cause or Resignation for Good Reason After CoC | — | 3,878,538 | 6,433,467 | — | 10,312,005 |
| Death or Disability | — | 2,986,538 | 2,466,717 | — | 5,453,255 |
- Restricted stock generally accelerates on termination without cause/good reason or due to death/disability; options forfeited if unvested absent CoC; all options accelerate upon CoC per 2022 Omnibus Plan .
Compensation Structure Analysis
- Pay-for-performance alignment: FY2024 EPP used a single firm-wide metric (Adjusted ROE) with target 15% and actual 17.1%, resulting in Lyon’s nominal payout of $2.83M split between cash and multi‑year restricted shares; LTIP earned $1.06M tied to multi‑year Adjusted ROE outcomes .
- Equity mix and vesting: Significant option grant (225,000) in Dec 2023 with vesting beginning on the third anniversary (Dec 2026), extending retention horizons into FY2027–FY2030; restricted shares vest ratably over three years, creating staged selling pressure around annual vest dates .
- Discretionary bonuses: None awarded to NEOs in FY2024, reinforcing structured performance pay .
- Clawbacks: Board-adopted Clawback Policy (May 2021) and Accounting Restatement Compensation Recovery Policy (Nov 2023) apply to officers and incentive-based compensation .
- Benchmarking: No compensation consultant used; no percentile benchmarking; Committee weighs role scope, performance, and tenure .
Vesting Schedules and Insider Selling Pressure
- Upcoming restricted stock vesting for Lyon: 10,994 shares (~12/15/2025) and 4,753 shares (~12/15/2026) .
- Options vesting: 225,000 options from 12/5/2023 grant vest ratably over five years starting after 12/5/2026; 60,000 options from 12/5/2018 grant expire 12/5/2026 .
- FY2024 realized liquidity: Exercised 90,000 options, realizing $3,461,829, indicating potential selling or monetization activity; 16,381 restricted shares vested with $1,109,919 value .
- Pledging/margin exposure: 30,400 shares held in a margin account may elevate forced-sale risk in drawdowns; Company permits certain pledging/hedging outside prohibited short/put transactions .
Governance, Say‑on‑Pay, and Peer Practices
- Compensation Committee: John M. Fowler (Chair), Eric Parthemore, Annabelle Bexiga; five meetings in FY2024; administers clawbacks and equity plans .
- Say‑on‑Pay: 98.3% approval at 2024 annual meeting; annual frequency affirmed in Aug 2023 .
- Plan governance: 2022 Omnibus Plan includes minimum vesting, no repricing, no tax gross‑ups, clawbacks, and option acceleration upon CoC; share increase proposed in 2025 proxy to sustain competitive grants .
Investment Implications
- Strong alignment to firm-wide Adjusted ROE plus sizable multi‑year equity grants suggest high at‑risk pay and retention through at least FY2030; the Dec 2023 option grant’s delayed vest start (third anniversary) is a notable retention lever .
- Insider activity and margin holdings introduce near‑term liquidity/selling pressure and potential forced-sale risk in volatility; monitor Form 4s around annual vest dates and market drawdowns .
- Absence of an employment agreement limits cash severance exposure, but accelerated vesting under award terms and option acceleration on CoC provide meaningful equity-linked economics in transition scenarios .
- Company performance momentum (ROE, EPS, revenues, TSR) underpins EPP payouts; if Adjusted ROE moderates, Lyon’s annual variable compensation could compress, affecting realized pay and potential selling cadence .
- No disclosed related‑party transactions for Lyon and strong say‑on‑pay support reduce governance overhangs; ongoing equity plan share authorization is a dilution consideration but supports talent retention .