Mark Maurer
About Mark Maurer
Mark Maurer, 47, is Chief Risk Officer (CRO) of StoneX Group Inc. (SNEX) since July 2021; he previously served as CEO of StoneX Markets LLC (the company’s swap-dealer), and joined StoneX in 2010 via the acquisition of The Hanley Group where he was Head of Risk . His background is anchored in derivatives risk management with a strong understanding of option portfolios . During his tenure on the executive team, StoneX delivered record FY2024 operating revenues of $3,436.2 million (+~18% YoY), net operating revenues of $1,767.2 million (+9% YoY), net income of $260.8 million (+~9% YoY), EPS (diluted) of $7.96 (+7% YoY), and achieved adjusted ROE of 17.1% . Over FY2021–FY2024, cumulative TSR (initial $100) rose from 129 to 240, with net income at $261 million and adjusted ROE at 17.1% in FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| StoneX Group Inc. | Chief Risk Officer | Jul 2021–present | Enterprise risk oversight across segments; ROE-tied incentives align risk discipline with profitability |
| StoneX Markets LLC (swap-dealer) | Chief Executive Officer | Oct 2014–Jul 2021 | Led swap-dealer operations; built derivatives risk frameworks |
| The Hanley Group (acquired) | Head of Risk | Pre-2010–2010 | Integrated risk capabilities post-acquisition into StoneX |
External Roles
No external directorships or roles disclosed for Mark Maurer .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Base Salary | $350,000 | Same as FY2023; Compensation Committee views base pay as modest vs peers |
| Benefits/Other | $16,500 | Company contributions under defined contribution plans |
Performance Compensation
Executive Performance Plan (EPP) – FY2024
| Metric | Weighting | Target | Actual | Payout (Nominal) | Cash Paid | Restricted Shares | Vesting |
|---|---|---|---|---|---|---|---|
| Adjusted ROE | 100% | 15% | 17.1% | $1,945,829 | $1,422,080 (paid FY2025) | 6,922 shares; grant-date fair value $698,361 | Restricted stock vests 1/3 per year over 3 years; EPP shares issued at 25% discount to market; FY2024 awards granted Dec 13, 2024 at $100.89 |
Performance schedule detail: payouts scale from 100% at 15% ROE, with 1.19% added per 10 bps up to 17.5% (cap $8.5M per participant) .
Long-Term Performance Incentive Plan (LTIP) – FY2024
| Component | FY2024 Amount | Mechanics | Vesting/Payment |
|---|---|---|---|
| LTIP Earned | $929,007 | Cash-based plan; award accrues “Interest” each year at the higher of effective borrowing rate or adjusted ROE (3% floor, 15% cap), then multiplied by a performance adjustment based on average adjusted ROE over the multi-year period | Paid after award period; accelerated/paid per termination/CoC terms (see Employment Terms) |
Equity Awards – FY2024 Grants
| Instrument | Grant Date | Quantity | Exercise/Price | Fair Value | Vesting | Term |
|---|---|---|---|---|---|---|
| Stock Options | Dec 5, 2023 | 150,000 | $64.25 | $3,996,000 | One-fifth annually on 3rd–7th anniversaries of 12/5/2023 | ~8 years, expiring 12/5/2031 |
Grant practices: options granted at/above market; no repricing; minimum vesting; dividends restricted until vesting; clawback provisions in plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 175,354 shares; <1% of outstanding |
| Vested vs Unvested | Unvested restricted shares: 19,034 total; 8,461 vest ~Dec 15, 2025; 3,651 vest ~Dec 15, 2026; 11,175 vested ~Dec 15, 2024 |
| Options – Exercisable | 90,000 @ $30.00; expire 12/5/2026 |
| Options – Unexercisable | 60,000 @ $30.00; expire 12/5/2026; 150,000 @ $64.25; expire 12/5/2031 |
| Pledging/Hedging | Company prohibits short sales and “put” hedges; no explicit ban on pledging; no margin/pledge disclosure for Maurer (others noted) |
| Ownership Guidelines | Policy applies to CEO and Directors (3x salary/fees); no explicit guideline disclosed for CRO |
Vesting calendar suggests recurring potential liquidity windows around mid-December each year as tranches vest .
Employment Terms
| Provision | Term |
|---|---|
| Agreement Date | Employment agreements entered March 25, 2022 |
| Severance (No CoC) | 18 months base salary; 1.5× target annual bonus; pro rata bonus; prior-year accrued bonus; 18 months health benefits; subject to release and covenants |
| Severance (Within 12 months of CoC) | 24 months base salary (lump sum); 2× target annual bonus (lump sum); pro rata bonus; prior-year accrued bonus; 24 months health benefits |
| Triggers | Termination without Cause or resignation for Good Reason; “Good Reason” includes certain salary reductions and relocation >35 miles |
| Non-Compete | 1 year post-termination; reduced to 6 months if terminated without Cause or resign for Good Reason within 12 months post-CoC |
| Non-Solicit | 1 year post-termination (employees/clients) |
| Clawback | Company Clawback Policy (2021; amended 2023) and Nasdaq 5608-compliant Recovery Policy for restatement; plan-level clawbacks |
| 280G/4999 | No tax gross-up; payments cut back to avoid nondeductibility/excise tax if beneficial net-of-tax |
Potential Payments (Assuming Event on Sep 30, 2024)
| Scenario | Cash Severance | LTIP Payment | Equity Acceleration | Health Benefits | Total |
|---|---|---|---|---|---|
| Termination Without Cause (No CoC) | $4,806,329 | $3,306,221 | $1,906,740 | $31,995 | $10,051,285 |
| Resignation for Good Reason (No CoC) | $4,806,329 | $1,748,562 | $1,906,740 | $31,995 | $8,493,626 |
| Termination Without Cause/Good Reason After CoC | $5,759,829 | $3,393,721 | $4,551,240 | $42,660 | $13,747,450 |
| Death or Disability | $1,945,829 | $2,613,221 | $1,906,740 | — | $6,465,790 |
Change-in-control treatment under the Omnibus Plan: all outstanding options become fully exercisable, restricted stock restrictions lapse, and LTIPs become fully vested and paid (as if terminated without Cause) unless the Committee elects alternative cash-out/assumption actions .
Compensation Structure vs Performance Metrics
- Program emphasizes performance pay: EPP (adjusted ROE) and cash LTIP (multi-year ROE/interest structure); CEO/NEO bonuses primarily formulaic; no discretionary bonuses awarded FY2024 .
- FY2024 EPP used only adjusted ROE; schedule strictly formula-driven with caps and per-10bp increments; target multiples and thresholds clearly defined .
- Pay versus performance disclosures show strong linkage of compensation actually paid to TSR, net income, and adjusted ROE .
Vesting Schedules and Insider Selling Pressure
- Restricted stock from EPP vests ratably over 3 years; FY2024 tranche granted Dec 13, 2024 (FMV $100.89); subsequent tranches expected to vest around mid-December annually .
- Options vest one-fifth annually beginning on the third anniversary of grant, creating potential exercise/settlement windows across years 2026–2030/2031 .
Equity Ownership Alignment and Pledging
- Beneficial ownership totals 175,354 (<1%); includes 120,000 vested options and 19,034 unvested restricted shares; no margin or pledge disclosure for Maurer (others have margin accounts) .
- Company hedging policy prohibits short sales and put options; no blanket prohibition on pledging—monitor future disclosures for any pledge usage (red flag if it emerges) .
Employment Contracts, Severance, & CoC Economics
- Strong retention constructs: 18–24 months salary, 1.5–2.0× target bonus, pro rata bonus, health benefits, and equity/LTIP acceleration in certain cases; non-compete/non-solicit covenants enforce post-termination .
- Shareholder-friendly features: no excise tax gross-ups; payments subject to cutback for 280G/4999; comprehensive clawbacks (restatement/misconduct/misleading market) .
Performance & Track Record
- Company achievements under current management: record revenues ($3,436.2m), net operating revenues ($1,767.2m), net income ($260.8m), ROE 16.9% and adjusted ROE 17.1% in FY2024 .
- Pay vs performance: cumulative TSR improved from 129 (FY2021) to 240 (FY2024), with compensation actually paid trend tracking TSR/net income/adjusted ROE .
Compensation Committee & Governance Notes
- Committee: independent directors; no external compensation consultant; compensation decisions consider role scope and performance; EPP/LTIP administered by committee; plan prohibits option repricing; minimum vesting; dividend restrictions until vesting .
- Say-on-Pay: 98.3% approval at 2024 meeting; say-on-frequency annual with ~94% support .
Related Party Transactions and Risk Indicators
- No related-party transactions for executive officers/directors in FY2024 .
- Red-flags mitigants: clawbacks and no tax gross-ups; plan-level anti-repricing; watch for any future pledging disclosures given policy latitude .
Investment Implications
- Alignment: Maurer’s compensation is heavily performance-based (ROE-driven EPP and multi-year LTIP), reinforcing disciplined risk-adjusted returns—a positive for shareholders .
- Supply dynamics: Three-year restricted stock vesting and phased option vesting create predictable windows that may add selling/exercise flow, particularly around mid-December and on option vest anniversaries (monitor Form 4s) .
- Retention/CoC: Robust severance and equity acceleration reduce key-person risk but create value-transfer triggers in CoC scenarios; single-trigger option acceleration at CoC under the plan warrants consideration in M&A scenarios .
- Governance quality: Strong say-on-pay support, clawbacks, and no repricing/gross-ups indicate good compensation hygiene; absence of pledging for Maurer is positive, though the corporate policy permits pledging—continue surveillance .