Diego Rotsztain
About Diego Rotsztain
Chief Governance and Legal Officer at StoneX Group Inc. since August 1, 2020; age 54 as of January 23, 2025 . Prior roles include Executive Vice President, General Counsel and Secretary at GAIN Capital and Head of Corporate Development (2011–2020), preceded by private practice at Mayer Brown LLP and Davis Polk & Wardwell and a federal clerkship (1997–1998) . Company performance under the executive team in FY2024: operating revenues $3,436.2m (+18% YoY), net operating revenues $1,767.2m (+9%), net income $260.8m (+9%), ROE 16.9%, diluted EPS $7.96; adjusted ROE 17.1% used for incentives . Prior year FY2023 results: operating revenues $2,914.1m (+38%), net operating revenues $1,621.0m (+10%), net income $238.5m (+15%), ROE 19.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| StoneX Group Inc. | Chief Governance & Legal Officer | 2020–present | Leads governance, legal and compliance across global operations; supports M&A and corporate development . |
| GAIN Capital Holdings, Inc. | EVP, General Counsel & Secretary; Head of Corporate Development | 2011–2020 | Led legal, compliance and corporate development through sale to StoneX; overseen exec bonus/deferral structures referenced post-acquisition . |
| Mayer Brown LLP | Corporate/Securities Attorney | Pre-2011 | Advised on capital markets, M&A, governance and SEC reporting . |
| Davis Polk & Wardwell | Corporate/Securities Attorney | Pre-2011 | Advised public/private companies on transactions and SEC matters . |
| U.S. District Court (E.D.N.Y.) | Law Clerk to Hon. David G. Trager | Sep 1997–Sep 1998 | Federal litigation experience and judicial training . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in company filings | — | — | No public-company directorships or external board roles disclosed in StoneX filings . |
Fixed Compensation
| Metric | FY 2021 | FY 2022 |
|---|---|---|
| Base Salary ($) | $400,000 | $400,000 |
Notes: Diego was a Named Executive Officer (NEO) in FY2021–FY2022; he was not among the NEOs disclosed for FY2023–FY2024 .
Performance Compensation
| Plan | Metric | Target | Threshold | Payout Curve / Mechanics | Vesting |
|---|---|---|---|---|---|
| Executive Performance Plan (EPP) – FY2023 | Adjusted ROE | 15% | 6% | Graduated scale with adders per 10bps; max $8.5m per participant; bonus mix 70% cash / 30% restricted stock at a 25% discount | RS vests 1/3 annually over 3 years . |
| Executive Performance Plan (EPP) – FY2024 | Adjusted ROE | 15% | 6% | Same mechanics; applied company-wide; adjusted ROE used for payout (17.1% in FY2024) | RS vests 1/3 annually; FY2025 grants valued at $100.89 per share; granted Dec 13, 2024 . |
| Long-Term Performance Incentive Plan (LTIP) | Avg Adjusted ROE over award period; capped interest 3–15% | Multi-year | n/a | Cash-based notional that accrues “Interest” by effective borrowing rate or adjusted ROE (min 3%, max 15%); performance adjustment scales with average ROE; acceleration defined under certain terminations . | Cash settlement post-award period; accelerated upon qualifying termination per award terms . |
Notes: Diego’s FY2021–FY2022 incentives tied to the same plan constructs (EPP/LTIP). FY-specific payout amounts for Diego are not itemized beyond salary in filings; plan mechanics and company-level outcomes are shown above .
Equity Ownership & Alignment
| Item | As of 12/31/2023 | Subsequent Transactions | Current Indicators |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 53,470 (includes vested options within 60 days and unvested RS) | 06/13/2024: sold 1,420 shares at avg price (Form 4/A amending 06/10, broker re-executed) | Insider sales in Nov 2024 reduced reported directly owned shares to 16,220 after transactions . |
| Options – Exercisable | 22,500 shares (exercisable within 60 days) | — | Remaining outstanding option awards follow 2018/2023 grants (5-year ratable vest starting at year 3; ~8-year term) . |
| Restricted Stock – Unvested | 16,219 shares | RS awards typically vest 1/3 annually; FY2024 grants vest 2024–2026 cohorts . | — |
| Pledging/Hedging | Company prohibits shorting and “put” hedging but does not prohibit pledging generally; no pledging disclosed for Diego; margin holdings are disclosed for other executives (e.g., CEO) . | — | Policy allows pledging, a potential alignment risk if used; none indicated for Diego in 2023 ownership footnotes . |
Recent Form 4 Transactions (trading signal context)
| Date | Action | Shares | Price | Shares Owned After |
|---|---|---|---|---|
| 06/13/2024 | Sale (amended and replacing 06/10) | 1,420 | average price; broker re-executed per Form 4/A | Not stated in amendment; original showed 28,460 after 06/10 |
| 11/22/2024 | Sale | 4,608 | $101.1001 | 18,470 |
| 11/25/2024 | Sale | 2,250 | $102.50 | 16,220 |
Interpretation: Multiple open-market sales in 2024 suggest periodic liquidity or tax planning rather than heavy disposal. Post-transaction direct holdings decreased to 16,220 common shares by Nov 25, 2024; broader beneficial stake includes option/RS positions not reflected in “direct” counts .
Employment Terms
- Employment Agreement (originally with GAIN, amended Aug 3, 2020; superseded to StoneX terms):
- Termination without Cause or resignation for Good Reason (non-change-of-control): cash severance equal to 18 months’ base salary plus 1.5x target bonus; pro-rata bonus; accrued unpaid bonus; 18 months COBRA; good reason treated as termination w/o cause for restricted stock and LTIP awards; acceleration of deferred cash grant from GAIN .
- Change of Control (within 2 years): severance paid lump sum based on at least FY2021 base/target bonus; 24 months COBRA; continued acceleration terms on equity/deferrals as described .
- Non-compete: 1 year post-termination (reduced to 6 months if terminated without Cause or resigns for Good Reason within 12 months following a Change of Control) .
- Clawbacks: Board-adopted clawback (May 2021; amended Nov 2023) for misconduct/misrepresentation and SEC-compliant accounting restatement recovery policy (Section 10D/Nasdaq 5608) .
- Tax gross-ups: None for parachute excise taxes; payments may be cut to avoid 280G/4999 excise if economically beneficial to executive net of tax .
Potential Payments (illustrative, FY2022 proxy disclosure)
| Scenario | Cash Severance | LTIP | Equity Acceleration | Health Benefits | Total |
|---|---|---|---|---|---|
| Termination without Cause | $3,715,992 | $2,120,833 | $1,274,041 | $35,604 | $7,146,470 (sum of components) |
| Resignation for Good Reason | $3,715,992 | $2,120,833 | $1,274,041 | $35,604 | $7,146,470 (sum of components) |
| Change in Control + Qualifying Termination | $4,363,692 | $3,277,500 | $1,274,041 | $47,472 | $8,962,705 (sum of components) |
| Death or Disability | $1 | — | — | — | Not applicable |
Values shown from StoneX DEF 14A (filed Jan 20, 2023) as scenario illustrations; totals compiled from line items disclosed for “Diego A. Rotsztain” .
Equity Vesting & Instruments
- Restricted Stock: EPP-related RS generally vests 1/3 on each of the first, second, and third anniversaries of grant; FY2024 grants issued Dec 13, 2024 at $100.89 FMV with 3-year ratable vesting .
- Options:
- 2018 grants vest ratably 1/5 on the 3rd–7th anniversaries; $30 exercise; 8-year term .
- 2023 grants vest ratably 1/5 beginning the 3rd anniversary of 12/5/2023; exercises at $64.25 and $71.35; ~8-year term; change-in-control accelerates options exercisability .
Governance, Ownership Guidelines, and Say-on-Pay
- Stock Ownership Guidelines: CEO and Directors must hold vested stock equal to 3x base salary or director cash comp; no executive-wide guideline disclosed for other officers .
- Hedging/Pledging: Officers/directors prohibited from shorting and “put” hedging; pledging not prohibited (policy-level risk factor); individual pledging for Diego not disclosed .
- Say-on-Pay support: 98.3% approval at 2024 annual meeting; Board maintains annual say-on-pay cadence (94% elected annual frequency at Aug 2023 special meeting) .
Investment Implications
- Pay-for-performance alignment: Diego’s incentive exposure (EPP/LTIP) is tied primarily to adjusted ROE, a capital-efficiency metric correlated with TSR and net income—supportive of shareholder alignment across cycles .
- Retention and change-of-control economics: Strong severance and defined acceleration under change-of-control (lump sum; COBRA 24 months; equity/deferral acceleration) reduce personal risk and ensure continuity, but also increase employer cost under transition scenarios .
- Insider selling pressure: Modest open-market sales in 2024 (June and November) lowered direct holdings to ~16.2k shares; not indicative of wholesale disposition given ongoing unvested RS and outstanding options—neutral signal, monitor future Form 4s around vest dates and windows .
- Alignment risks: Company-level allowance of pledging (without an outright prohibition) is a governance soft spot; no Diego-specific pledging disclosed—continue to watch proxy footnotes and Form 4 narratives .
- Execution track record: Legal/governance leadership through GAIN integration and multiple acquisitions amidst strong company growth (revenues, equity capital raise, and ROE) indicates demonstrated execution capability .