John Radziwill
About John Radziwill
Independent Chairman of the Board of StoneX Group Inc. (SNEX), Director since 2002 and Chairman since March 1, 2023; age 77 as of January 23, 2025. He is a member of the Bar of England and Wales and brings finance, accounting, and institutional investing experience, particularly in small-cap sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StoneX Group Inc. | Chairman of the Board (Independent) | Elected Chairman March 1, 2023; Director since 2002 | Board leadership separated from CEO; independent chair supports oversight |
| StoneX Group Inc. | Director | Since 2002 | Long-tenured independent oversight; international perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oryx International Growth Fund Limited | Director | Current | Public company directorship |
| Redcentric PLC | Director | Current | Public company directorship |
| Seatboost Inc. | Director | Current | Private company directorship |
| Goldcrown Group Limited | Director | Prior | Prior public/private board role |
| Fifth Street Capital (BVI) | Director | Prior | Prior role |
| PingTone Communications, Inc. | Director | Prior | Prior role |
| Baltimore Capital Plc | Director | Prior | Prior role |
| Lionheart Group, Inc. | Director | Prior | Prior role |
| USA Micro Cap Value Co. Ltd | Director | Prior | Prior role |
| Acquisitor Plc | Director | Prior | Prior role |
| Acquisitor Holdings (Bermuda) Ltd. | Director | Prior | Prior role |
| Netsurion LLC (formerly VendorSafe Technologies Inc.) | Director | Prior | Prior role |
Board Governance
- Board composition and independence: 7 of 8 directors independent; all five board committees are composed solely of independent directors; Chairman role is independent and separate from CEO, aligning with best practice .
- Committees: Audit (Kass Chair; Cooper, Thamodaran, Branch earlier), Compensation (Fowler Chair; Parthemore, Bexiga), Risk (Cooper Chair; Fowler, Thamodaran, Branch earlier), Technology & Operations (Bexiga Chair; Cooper, Thamodaran), Nominating & Governance (Parthemore Chair; Fowler, Kass). Radziwill is Board Chair and not listed as a member of these standing committees in FY2024/2025 .
- Attendance: Board held six meetings in FY2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting (Feb 27, 2024) .
- Executive sessions: Non-management directors meet in executive session at each regularly scheduled board meeting .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (standard program, non-employee directors) | $100,000 | $110,000 |
| Additional cash – Board Chair | $50,000 | $60,000 |
| Committee chair fee (per committee) | $20,000 | $25,000 |
| John Radziwill – Fees earned/paid in cash (reported) | $105,000 | $116,527 |
Notes: Directors may elect to exchange a portion (10%, 20%, 30% or fixed amount) of quarterly cash compensation into restricted stock at a 25% discount; Radziwill elected to participate in FY2023 and FY2024 .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual equity grant – standard program | $75,000 (RS, 25% discount) | $120,000 (RS) |
| John Radziwill – Stock awards (reported) | $160,249 | $184,709 |
| Restricted stock vesting policy (directors) | 3-year vesting (1/3 annually) | Changed to 1-year cliff vesting beginning FY2024 |
Other Directorships & Interlocks
| Type | Details | Potential Interlock/Conflict |
|---|---|---|
| Public directorships | Oryx International Growth Fund Limited; Redcentric PLC | No disclosed SNEX-related transactions; no conflict waivers disclosed for Radziwill (contrast: Bexiga received waiver for Corpay) |
| Private directorships | Seatboost Inc. | No disclosed SNEX-related transactions |
Expertise & Qualifications
- Legal credentials: Member of the Bar of England and Wales .
- Domain expertise: Finance, accounting, institutional investing with small-cap focus; provides international perspective valuable as SNEX expands globally .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % of Class | Components/Notes |
|---|---|---|---|
| Dec 31, 2020 (FY2021 proxy) | 457,563 | 2.34% | Includes 424,515 shares via Basic Management Company Inc.; 5,043 unvested restricted shares |
| May 15, 2023 (FY2023 proxy) | 463,545 | 2.24% | Includes 424,515 shares via Basic Management Company Inc.; 3,986 unvested restricted shares |
| Dec 31, 2023 (FY2024 proxy) | 698,746 | 2.23% | Includes 636,772 shares via Basic Management Company Inc.; 5,838 unvested restricted shares |
| Sep 30, 2024 – Outstanding restricted shares (count) | 5,393 | — | Director RS outstanding |
Ownership alignment and policy: Directors must own vested SNEX stock ≥3x annual director cash compensation (excluding chair fees) within five years; all directors have met or exceeded the policy (except one new director within phase-in) .
Hedging/pledging policy: Short sales and transactions like put options prohibited; company has not adopted a policy prohibiting other hedging or pledging by directors; no pledging disclosed for Radziwill (margin account disclosures provided for other individuals, not Radziwill) .
Governance Assessment
- Board effectiveness: Independent chair with long tenure; strong committee structure and regular executive sessions; directors meet attendance expectations; supports robust oversight .
- Independence: Radziwill is independent under Nasdaq Rule 5605; he is not a member of management and chairs the board separate from CEO .
- Engagement: Participated in annual meeting; board met six times in FY2024; committees met regularly (Audit 4x; Compensation 5x; Risk 4x; Tech & Ops 4x; Nominating & Governance 6x) .
- Compensation mix and signals: Director pay increased year-over-year (cash retainer +$10,000; chair fee +$10,000; equity grant +$45,000); vesting for director RS shortened from 3 years to 1 year beginning FY2024, which reduces long-term locking and may modestly weaken retention alignment while keeping ownership requirements intact .
- Ownership alignment: Significant beneficial ownership via Basic Management Company Inc. and direct holdings; policy compliance noted .
- Related-party exposure: No related-party transactions disclosed for FY2023 and FY2024; historical related-party transactions involved other directors, not Radziwill .
- Shareholder sentiment: Say-on-pay approval strong—95.2% in 2023 and 98.3% in 2024—indicating broad investor support for compensation frameworks (executive program; indicator of governance environment) .
RED FLAGS and risk indicators
- RS vesting shortened to 1 year for directors starting FY2024 (less long-dated alignment than prior 3-year schedule) .
- Company permits hedging/pledging except certain transactions (e.g., put options); absence of a broad anti-pledging policy can be viewed as weaker alignment protection, though no pledging is disclosed for Radziwill .
- Historical Section 16 timeliness issue: FY2021 proxy notes one late filing by Radziwill for transactions during FY2020; recent proxies show full compliance for FY2024 (except one unrelated director) .
Director Compensation Details (John Radziwill)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $105,000 | $116,527 |
| Stock Awards (fair value, including elective RS in lieu of cash) | $160,249 | $184,709 |
| Total | $265,249 | $301,236 |
Program features: Directors may elect to receive part of cash in restricted stock at a 25% discount; standard annual director equity increased from $75,000 (FY2023) to $120,000 (FY2024) .
Attendance and Committee Activity (FY2024)
| Item | Details |
|---|---|
| Board meetings held | 6 |
| Attendance threshold | Each director attended ≥75% of board and committee meetings |
| Annual meeting attendance | All directors participated on Feb 27, 2024 |
| Committees (members/chairs) | Audit (Kass Chair; Cooper; Thamodaran; Branch earlier) ; Compensation (Fowler Chair; Parthemore; Bexiga) ; Risk (Cooper Chair; Fowler; Thamodaran; Branch earlier) ; Technology & Operations (Bexiga Chair; Cooper; Thamodaran) ; Nominating & Governance (Parthemore Chair; Fowler; Kass) |
Related Party Transactions
- Policy and oversight: Potential conflicts reviewed by Nominating & Governance Committee; Audit Committee receives quarterly reports; approach not formalized in a written policy .
- Disclosures: No related-party transactions in FY2023 or FY2024; no Radziwill-related transactions disclosed .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approvals: ~95.2% at 2023 annual meeting; ~98.3% at 2024 annual meeting .
- Frequency: Annual say-on-pay vote affirmed August 2023 (~94% for annual) .
Stock Ownership Guidelines Compliance
- Directors must maintain ≥3x annual director cash compensation (excluding chair fees) in vested stock within five years; board reports full compliance (one newest director still within phase-in) .
Governance Implications
- The independent chair structure, strong attendance, and absence of related-party transactions support investor confidence in board effectiveness and independence .
- The shift to 1-year RS vesting and higher equity grant increases liquidity and potential pay-attraction but shortens long-term lock-in; monitor for increases in guaranteed pay versus at-risk equity over time .
- External board roles (Oryx, Redcentric) expand networks without disclosed SNEX conflicts; maintain vigilance on any future interlocks with SNEX counterparties or vendors .