Philip Smith
About Philip Smith
Philip Smith, age 52, became Group Chief Executive Officer of StoneX Group Inc. in December 2024 after leading StoneX’s EMEA operations since 2008 and serving as CEO of StoneX Financial Ltd; he joined the company in 2004 via the acquisition of Global Currencies Ltd and has been an executive officer since 2013 . Under the company’s Executive Performance Plan (EPP), pay-for-performance is tied primarily to Adjusted ROE, which was 17.1% in FY2024 (target 15%); the company’s Pay vs Performance table shows a $100 initial investment growing to $240 alongside Adjusted ROE of 17.1% and net income of $261 million in FY2024, contextualizing performance during his senior leadership tenure prior to promotion . The board stated Smith’s compensation and benefit terms were unchanged upon his elevation to Group CEO, signaling continuity in incentives and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| StoneX Group Inc. | Group Chief Executive Officer | Appointed Dec 2024 | Leads global operations with general responsibility for managing StoneX’s business; reports to Executive Vice-Chairman |
| StoneX Group Inc. (EMEA) | CEO, EMEA | Since Jul 2008 | Led regional growth; global responsibility for Commercial and Global Payments segments |
| StoneX Financial Ltd | Chief Executive Officer | Since 2014 (post consolidation) | Oversight of regulated U.K. entity; integration of INTL Global Currencies into SFL in 2014 |
| INTL Global Currencies Ltd | Chief Executive Officer | 2004–2014 | Ran FX payments following acquisition of Global Currencies Ltd in 2004 |
| Global Currencies Ltd | Director | 1999–2004 (joined 1996) | Early leadership in FX payments; foundation for StoneX acquisition |
External Roles
- No external directorships or committee roles disclosed for Smith in the latest proxy. (No disclosure)
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 390,269 | 396,034 | 426,820 (paid in GBP, USD-converted monthly) |
| Discretionary Bonus ($) | — | — | — |
| All Other Compensation ($) | 40,580 | 27,152 | 7,320 |
Notes: Smith’s salary is paid in GBP and converted monthly to USD at average rates for each fiscal year; no discretionary cash bonuses were awarded FY2022–FY2024 .
Performance Compensation
Annual EPP (Executive Performance Plan) Structure and Metrics
- EPP awards are based on objective criteria; for FY2024 the sole performance metric was Adjusted ROE with target 15% (ceilings/thresholds apply), and the maximum annual bonus per executive is $8.5 million .
- FY2024 Adjusted ROE used for payout: 17.1% .
FY2024 EPP Outcome (earned for FY2024 performance; equity granted in FY2025)
| Metric | Weighting | Target | Actual | Payout Form and Amount | Vesting |
|---|---|---|---|---|---|
| Adjusted ROE | 100% | 15% | 17.1% | Nominal: $2,830,638; Cash: $1,132,254; Restricted Shares: 19,442 sh ($1,961,475) | Restricted shares vest ratably over 3 years; grant date Dec 13, 2024; FMV $100.89 |
EPP mechanics: Smith’s award includes restricted shares under both the EPP and StoneX Financial Ltd (SFL) remuneration policy as an FCA Material Risk Taker (instruments with post-vesting retention and 3-year pro-rata deferral); SFL-linked restricted shares are not valued at a discount, whereas EPP shares are valued at a 25% discount to market for share-count determination .
FY2023 Reference (paid FY2024; equity granted Dec 15, 2023)
| Metric | Weighting | Target | Actual | Payout Form and Amount | Vesting |
|---|---|---|---|---|---|
| Adjusted ROE | 100% | Not stated in table | 19.2% | Nominal: $2,615,235; Cash: $1,046,093; Restricted Shares: 26,729 sh ($1,810,611); grant FMV $67.74 (12/15/2023) | Restricted shares vest ratably over 3 years |
Equity Grants (Options and Stock Awards)
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting | Term |
|---|---|---|---|---|---|---|
| Performance-based restricted shares (EPP, for FY2023 services) | 12/15/2023 | 26,729 | — | $1,810,622 | Ratable 3-year vest | — |
| Stock options (EPP) | 12/05/2023 | 225,000 | $64.25 | $5,994,000 | Ratable over 5 years beginning after 12/05/2026 | ~8 years |
Grant practice: StoneX grants long-term equity approximately every five years and at similar times of year; options are at or above market price, with no repricing and governance safeguards (min vesting, clawback, no gross-ups) .
Equity Ownership & Alignment
| Ownership Detail (as of 12/31/2024) | Amount |
|---|---|
| Total Beneficial Ownership (sh) | 354,474 |
| Ownership (% of shares outstanding) | 1.10% |
| Vested Stock Options (exercisable within 60 days) | 120,000 sh |
| Unvested Restricted Shares | 46,505 sh |
| Shares held in Margin Account (pledged) | 105,000 sh |
| CEO/Director Ownership Guidelines | CEO required to own ≥3x base salary within 5 years; Smith exceeds target |
| Hedging/Pledging Policy | Short sales and puts prohibited; company has not adopted a policy prohibiting hedging or pledging generally |
Implications: Smith’s margin holdings indicate potential collateral/forced-selling risk in stress scenarios; absence of a formal anti-pledging policy is a governance watchpoint despite strong ownership levels .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Employment Agreement dated Mar 25, 2022 (with peers) |
| Base Salary | As per employment agreement; participates in EPP and LTIP |
| Severance (Non-CoC) | 18 months’ base salary + 1.5x target Annual Bonus; pro rata bonus; accrued but unpaid prior-year bonus; 18 months health benefits; subject to release and covenants |
| Severance (≤12 months post-CoC) | 24 months’ base salary + 2.0x target Annual Bonus; both paid lump-sum; 24 months health benefits; pro rata and accrued bonus |
| Equity Acceleration | RS awards generally fully vest upon termination by company without cause, resignation for good reason (for awards granted after May 21, 2021), death/disability; “retirement” provisions apply subject to conditions |
| LTIP Treatment | 2022–2023 LTIP awards pay accrued value + remaining nominal on termination without cause/resignation for good reason; death/disability/retirement earn accrued value |
| Restrictive Covenants | Non-compete 1 year (reduced to 6 months if severance triggered within 12 months of CoC); non-solicit 1 year; confidentiality ongoing |
| Clawback | Company-wide clawback policy and plan-level clawback/forfeiture provisions; no gross-ups |
| Appointment Terms | Compensation and benefit terms unchanged upon appointment to Group CEO in Dec 2024 |
Potential Payments (illustrative, assuming event on Sept 30, 2024)
| Scenario | Cash Severance | LTIP | Accelerated Equity | Health Benefits | Total |
|---|---|---|---|---|---|
| Termination without Cause (non-CoC) | $6,868,368 | $3,778,538 | $3,979,532 | $7,412 | $14,633,850 |
| Resignation for Good Reason (non-CoC) | $6,868,368 | $1,998,356 | $3,979,532 | $7,412 | $12,853,668 |
| Termination without Cause or Good Reason Resignation after CoC | $8,214,279 | $3,878,538 | $7,946,282 | $9,883 | $20,048,982 |
| Death or Disability | $2,830,638 | $2,986,538 | $3,979,532 | — | $9,796,708 |
Performance & Track Record (Company-Level Context)
| Fiscal Year | Value of $100 Investment – TSR | Peer Group $100 TSR | Net Income ($ mm) | Adjusted ROE (%) |
|---|---|---|---|---|
| 2021 | $129 | $167 | $116 | 15.2% |
| 2022 | $162 | $147 | $207 | 21.7% |
| 2023 | $189 | $173 | $239 | 19.2% |
| 2024 | $240 | $247 | $261 | 17.1% |
Notes: Pay-vs-Performance presentation includes Compensation Actually Paid and is not used for pay decisions, but evidences sustained profitability and high ROE across Smith’s pre-CEO leadership period .
Risk Indicators & Governance Notes
- Margin/pledging: 105,000 Smith shares held in a margin account (potential collateral risk) .
- Hedging/pledging policy: Shorting/puts prohibited; no broad prohibition on hedging or pledging for officers/directors (alignment concern) .
- Equity plan safeguards: Minimum vesting, no option repricing, clawbacks, no tax gross-ups, and “no liberal” share recycling/change-in-control definitions .
- Section 16 compliance: All insiders in compliance for FY2024 except one late Form 3 for another officer (no issues noted for Smith) .
- Related parties: No related-party transactions involving Smith in FY2024 disclosed .
Compensation Structure Analysis
- High at-risk pay: Smith’s total pay is dominated by performance-based non-equity incentive and equity awards; no discretionary bonuses in FY2022–FY2024 .
- Single-metric focus: EPP used only Adjusted ROE to drive annual incentives in recent years, which is simple and capital-efficiency aligned but may underweight growth/TSR variances in a given year .
- Long-dated options: 12/5/2023 option grant (225,000 @ $64.25) vests over five years starting after 12/5/2026 with ~8-year term, increasing long-term retention and upside focus .
- Governance strengths: Clawback policy and equity plan restrictions (no repricing/gross-ups) support alignment .
- Governance watchpoints: Lack of anti-pledging policy and reported margin holdings introduce potential selling pressure risk in market stress .
Investment Implications
- Alignment: Strong equity exposure (1.10% ownership) and significant option leverage support multi-year value creation incentives; stock ownership guideline compliance for CEO role is exceeded, signaling meaningful skin-in-the-game .
- Near-term selling/overhang risk: 105,000 shares in a margin account and no prohibition on pledging/hedging can create procyclical selling pressure in downturns; monitor Section 16 filings for activity and collateral-driven sales .
- Retention: Robust severance (especially double-trigger CoC terms) and long-vesting equity reduce departure risk but raise potential transaction costs in a change-of-control scenario .
- Performance linkage: EPP’s exclusive reliance on Adjusted ROE (with clear thresholds/targets) and three-year vesting for stock awards tie payout to capital efficiency and durability of returns, historically supported by high ROE and profitability trends .
- Option-driven upside: The large 12/5/2023 option grant with a long vesting runway concentrates incentives on sustained share price appreciation; this can amplify management’s focus on TSR and operating leverage over a multi-year horizon .
Sources: StoneX DEF 14A (Jan 23, 2025) ; StoneX DEF 14A (Jan 18, 2024) ; 8-K (Dec 9, 2024) .