Sean O'Connor
About Sean O'Connor
Sean O’Connor, 62, is Executive Vice‑Chairman of the Board at StoneX Group Inc. (SNEX) and has served as a director since 2002. He was CEO (2002–Dec 2024) and President (2015–Dec 2024), with prior roles as CEO of Standard New York Securities (1994–2002) and Executive Director at Standard Bank London (1999–2002). The Board cites his deep financial experience, significant equity stake, and strategic focus on long‑term strategy, capital allocation, and M&A as core credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StoneX Group Inc. | Chief Executive Officer | 2002 – Dec 2024 | Led strategy and growth; served as link between management and Board |
| StoneX Group Inc. | President | Oct 2015 – Dec 2024 | Management leadership and execution |
| Standard New York Securities (Standard Bank division) | Chief Executive Officer | 1994 – 2002 | Financial services leadership |
| Standard Bank London, Ltd. | Executive Director | 1999 – 2002 | UK banking subsidiary leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for O’Connor |
Board Governance
- Independence: O’Connor is the only non‑independent director; 7 of 8 directors up for election are independent under Nasdaq Rule 5605.
- Board leadership: Independent Chair separate from CEO; non‑management directors hold executive sessions at each regular Board meeting.
- Committee memberships: All five standing committees (Audit, Compensation, Nominating & Governance, Risk, Technology & Operations) are comprised solely of independent directors; O’Connor is not listed on any committee.
- Meeting attendance: Board held 6 meetings in FY2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting.
Fixed Compensation
| Component | FY2024 Amount |
|---|---|
| Base Salary | $600,000 |
| Director Fees | Not applicable; employees do not receive director compensation |
Performance Compensation
| Program | Metric(s) | FY2024 Target/Structure | FY2024 Outcome/Grant Details |
|---|---|---|---|
| Executive Performance Plan (EPP) | Adjusted ROE | Threshold 6%; Target 15%; sliding payout per 10 bps; max $8.5m per participant | Adjusted ROE used: 17.1%; O’Connor earned $3,537,985 nominal: $2,536,589 cash and 13,234 restricted shares ($1,335,178) granted Dec 13, 2024; RS vest one‑third annually over 3 years; RS issued at 25% discount to market under program |
| Long‑Term Performance Incentive Plan (LTIP) | Avg Adjusted ROE, interest factor; 5‑year periods | Performance adjustment 0–125% vs avg ROE schedule | O’Connor LTIP amount credited for FY2024: $1,592,584 (payable per plan terms) |
| Stock Options | Equity alignment; time‑vest | Grants typically every ~5 years; min vesting; no repricing | 300,000 options @ $64.25 (12/5/2023) and 150,000 @ $71.35 (12/21/2023); vest ratably over five years beginning 3rd anniversary; ~8‑year term |
| Clawbacks | Misconduct and restatement policies | 2021 Clawback (amended Nov 2023) for fraud/gross negligence/misconduct or misleading investors; 2023 Recovery Policy compliant with SEC/Nasdaq for restatements (3‑year lookback) | |
| Discretionary Bonuses | N/A FY2024 | Committee awarded no discretionary bonuses to NEOs in FY2024 | |
| Forward‑looking equity (subject to shareholder approval) | ROE‑linked performance shares and restricted shares | Board intends, subject to 2025 plan amendment approval, to grant 200,000 restricted shares (4‑yr ratable vest) and performance shares with 0 at ≤6% ROE, 150,000 at 15% ROE, higher at >18% ROE (4‑yr ratable vest) |
EPP Metric Schedule (FY2024)
| Adjusted ROE | Payout % of Target |
|---|---|
| <6.0% | None |
| 6.0% | 24.32% |
| 8.0% | 33.78% |
| 10.0% | 48.65% |
| 12.5% | 72.97% |
| 15.0% (Target) | 100.00% |
| 17.5% | 129.73% |
| 20.0% | 162.16% (subject to $8.5m cap) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None disclosed |
| Interlocks / related entities | None disclosed; no related‑party transactions in FY2024 |
Expertise & Qualifications
- Extensive financial services leadership across brokerage, risk management, and global banking; significant equity investor in the company since 2002; current focus on long‑term strategy, capital allocation, and M&A.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (shares) | 1,967,364 |
| Ownership (% of outstanding) | 6.10% |
| Trust Holdings | Includes 1,130,651 shares held by Darseaker Limited Trust (family may become beneficiaries) |
| Options (exercisable within 60 days of 12/31/2024) | 240,000 shares |
| Unvested Restricted Shares | 36,255 shares |
| Shares held in a margin account | 127,500 shares (potential pledging exposure) |
| Outstanding Options (selected terms) | 180,000 @ $30.00 exp. 12/5/2026 (exercisable); 120,000 @ $30.00 unexerc.; 300,000 @ $64.25 exp. 12/5/2031 (unexerc.); 150,000 @ $71.35 exp. 12/5/2031 (unexerc.) |
| Restricted Stock Vesting (selected) | 16,060 vest ~12/15/2025; 6,961 vest ~12/15/2026 |
| Ownership Guidelines | Directors must hold ≥3× annual cash retainer (ex‑chair fees); all directors meet/exceed; hedging: shorting/puts prohibited; pledging/other hedging not broadly prohibited |
Employment & Contracts
| Term | Key Provisions |
|---|---|
| Employment Agreement | Effective March 25, 2022; eligible for EPP and LTIP; ~70% cash / ~30% restricted stock for EPP payout (RS at 25% discount; 3‑yr ratable vest) |
| Termination (no CoC): Cash | 18 months base salary + 1.5× target annual bonus (paid over 12 months) + pro‑rata bonus + prior year accrued bonus + 18 months health benefits (release and covenants required) |
| Termination (within 12 months post‑CoC): Cash | 24 months base salary (lump sum) + 2× target annual bonus (lump sum) + health benefits for 24 months |
| Equity & LTIP Acceleration | Restricted stock vests upon certain qualifying terminations (including death/disability); options accelerate on change of control per plan; LTIP acceleration benefits per award vintages and conditions |
| Restrictive Covenants | Non‑compete 12 months (reduced to 6 months if CoC termination); non‑solicit 12 months; confidentiality ongoing |
| 280G / 4999 | No gross‑ups; “cut‑back” may apply to avoid excise tax if beneficial on after‑tax basis |
Director Compensation (Non‑Employee Directors for Context)
| Element | FY2024 Amount |
|---|---|
| Annual Cash Retainer | $110,000 (additional $60,000 for Board Chair; $25,000 for each committee chair) |
| Annual Equity Grant | $120,000 restricted stock (one‑year vest in FY2024; previously 3‑year ratable) |
| Cash‑for‑Stock Election | Optional exchange of 10%/20%/30% of cash into quarterly RS at 25% discount |
| Note on O’Connor | As an employee/NEO in FY2024, he did not receive director compensation |
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Say‑on‑Pay (2024) | 98.3% approval |
| Say‑on‑Frequency (Aug 2023) | 94% for annual vote; Board set annual frequency |
Compensation Committee Analysis
- Composition: Independent directors only; FY2024 members John M. Fowler (Chair), Eric Parthemore, Annabelle Bexiga.
- Consultant usage: No compensation consultant; no percentile benchmarking; decisions based on performance, scope, and tenure.
- Risk oversight in pay: Compensation incorporates risk adjustments (e.g., credit/trading losses in bonuses); negative carry‑forwards for producers; clawback and recovery policies in place.
Risk Indicators & Red Flags
- Independence: O’Connor is not independent; however, Board is majority independent and all committees are fully independent.
- Pledging risk: 127,500 shares held in a margin account; company does not broadly prohibit pledging though shorting/puts are prohibited. Consider monitoring for potential forced selling risk.
- Potential dilution: Board seeks to add 3,469,000 shares to the 2022 Omnibus Plan; FY2024 burn rate was 6.89% (options + RS), materially above prior years; prospective large awards to O’Connor (200k RS plus ROE‑based performance shares) contingent on approval.
- Perquisites: Personal use of company aircraft (incremental cost) included in “All Other Compensation” ($57,610 in FY2024).
- Related‑party transactions: None in FY2024 under the company’s conflict review process.
- Section 16 compliance: All timely except one late Form 3 for another officer; no issues noted for O’Connor.
Governance Assessment
- Alignment positives: Very high personal ownership (6.10% of shares), multi‑year equity vesting, ROE‑linked incentives, robust clawback and restatement recovery policies, independent Chair and fully independent committees.
- Watch items: Non‑independent status and Executive Vice‑Chair role heighten the need for strong independent oversight; planned equity issuance and award scale increase dilution risk; margin account holdings introduce potential pledging/forced sale exposure.
Overall, O’Connor’s governance profile combines meaningful “skin‑in‑the‑game” and ROE‑tied pay with some investor‑sensitive risks (dilution trajectory, pledging permissibility, non‑independence). The current Board structure (independent chair, independent committees) and clawback/recovery framework mitigate some of these concerns, but investors should monitor plan share authorization, future grant sizing, and any changes in pledging practices.