William Dunaway
About William Dunaway
William J. Dunaway is Chief Financial Officer (CFO) of StoneX Group Inc. (SNEX), appointed on October 5, 2009 following the merger with FCStone; he previously served as CFO of FCStone (January 2008–October 2009). He has over thirty years of industry experience with the Company and its predecessor companies and is age 53 as of January 23, 2025 . Executive incentives have been predominantly tied to adjusted return on equity (ROE)—with actual adjusted ROE of 21.7% in FY2022, 19.2% in FY2023, and 17.1% underpinning FY2024 LTIP awards—indicating strong profitability focus in pay outcomes . Company revenue increased from $1.737B in FY2023 to $1.9048B in FY2024, providing pay-for-performance context for Dunaway’s incentive payouts *.
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| StoneX Group Inc. | Chief Financial Officer | Oct 2009–present | Appointed CFO at closing of merger with FCStone; long-term finance leadership continuity |
| FCStone | Chief Financial Officer | Jan 2008–Oct 2009 | Led finance pre-merger; continuity into combined entity |
External Roles
- No external directorships or roles disclosed for Mr. Dunaway in the cited filings.
Fixed Compensation
Multi-year summary compensation (Dunaway):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 375,000 | 375,000 | 375,000 |
| Non-Equity Incentive Plan Compensation ($) | 2,642,156 | 2,431,952 | 2,417,445 |
| Stock Awards ($) | 336,691 | 895,135 | 742,024 |
| Option Awards ($) | — | — | 3,996,000 |
| All Other Compensation ($) | 12,813 | 14,063 | 14,063 |
| Total ($) | 3,326,584 | 3,716,150 | 7,544,532 |
Notes:
- FY2024 option awards reflect grant-date fair value of options issued in December 2023 under the EPP .
- No discretionary cash bonuses in FY2022–FY2024; incentives paid under structured plans .
Performance Compensation
Executive Performance Plan (EPP) and LTIP mechanics and outcomes:
| Year | Metric | Weighting | Target | Actual | Payout Components | Vesting |
|---|---|---|---|---|---|---|
| FY 2022 | Adjusted ROE | 100% | 15% target ROE | 21.7% ROE | EPP cash: $1,766,409; LTIP: $875,747 | RSUs granted 12/15/2022; 9,622 RSUs at $93.03/share; 3-year pro rata vesting |
| FY 2023 | Adjusted ROE | 100% | 15% target ROE | 19.2% ROE | EPP cash: $1,498,607; LTIP: $933,345 | RSUs granted 12/15/2023; 10,954 RSUs at $67.74/share; 3-year pro rata vesting |
| FY 2024 | Adjusted ROE (LTIP basis) | n/a | 15% cap for LTIP interest | 17.1% ROE (LTIP basis) | EPP cash: $1,422,080; LTIP: $995,365 | FY2024 RSU grant details not itemized; options granted 12/5/2023 at $64.25 |
LTIP payout schedule (illustrative): average adjusted ROE maps to 0–125% of award plus interest, with floors/caps and interest equal to the higher of effective borrowing rate or adjusted ROE (min 3%, max 15%) .
EPP Grants (targets and awards)
| Year | EPP Target Bonus ($) | EPP Cash Earned ($) | RSUs (#) | RSU Grant FV ($) | RSU Grant Date |
|---|---|---|---|---|---|
| FY 2022 | $1,231,175 | $1,766,409 | 9,622 | $895,135 | 12/15/2022 |
| FY 2023 | $1,557,000 | $1,498,607 | 10,954 | $742,024 | 12/15/2023 |
Options Granted (FY2024 awards booked in FY2024 SCT)
| Grant | Quantity | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|
| EPP options 12/5/2023 | 150,000 | $64.25 | 12/5/2031 | 1/5 annually on 3rd–7th anniversaries of 12/5/2023 |
Equity Ownership & Alignment
Beneficial ownership and award status:
| As-of Date | Beneficial Shares | % of Class | Vested Options (within 60 days) | Unvested RSUs |
|---|---|---|---|---|
| 12/31/2022 | 108,947 | * (<1.0%) | 40,000 | 16,911 |
| 12/31/2023 | 201,224 | * (<1.0%) | 90,000 | 23,287 |
| 12/31/2024 | 232,532 | * (<1.0%) | 120,000 | 19,034 |
Upcoming vesting and outstanding awards (as of FY2024 year-end):
- Restricted stock vesting schedule:
- 11,175 vested on/about 12/15/2024
- 8,461 vest on/about 12/15/2025
- 3,651 vest on/about 12/15/2026
- Options outstanding (Dunaway):
- 90,000 exercisable; 60,000 unexercisable at $30.00, exp. 12/5/2026; vest ratably years 3–7 from 12/5/2018
- 150,000 unexercisable at $64.25, exp. 12/5/2031; vest ratably years 3–7 from 12/5/2023
Insider activity and near-term selling pressure indicators:
- Shares acquired on vesting: 9,087 (FY2022, $556,743), 12,107 (FY2023, $760,871), 13,033 (FY2024, $883,076) .
- Options exercised: 53,440 shares (FY2022; $2,024,842 value) .
- Pledging policy: Company prohibits short sales and “puts” but does not prohibit hedging or pledging; margin account holdings disclosed for some executives, but none indicated for Dunaway in 2022–2024 footnotes—a risk remains due to permissive policy .
Stock ownership guidelines:
- Company guidelines require CEO and Directors to hold significant stock (3x base salary or director cash comp within 5 years); not extended to CFO in disclosures .
Pension:
| Plan | Years Credited | PV of Accrued Benefit ($) | FY2023 Payments ($) |
|---|---|---|---|
| FCStone qualified noncontributory defined benefit plan (frozen) | 8 | 99,847 | — |
Employment Terms
Key contractual economics (Employment Agreements dated March 25, 2022):
- Severance (without Cause or Good Reason), subject to release and covenants:
- 18 months’ base salary; 1.5x target Annual Bonus; pro rata bonus for year of termination; prior-year accrued bonus; 18 months’ health benefits .
- Change of Control (CoC) within 12 months then terminated without Cause or resign Good Reason:
- 24 months’ base salary (lump sum); 2x target Annual Bonus (lump sum); 24 months’ health benefits .
- Restrictive covenants: Non-compete 1 year (reduced to 6 months if terminated within 12 months post-CoC); non-solicit 1 year; confidentiality .
- Equity acceleration:
- Restricted stock: full vesting upon termination without Cause, Good Reason (for awards after 5/21/2021), death or disability; retirement vesting subject to conditions and timing .
- LTIP: specified acceleration/settlement mechanics depending on grant year and termination scenario; enhanced settlement for 2019–2021 awards within 18 months post-CoC; different accrual/nominal value settlement for 2022–2023 awards .
- Clawbacks/no tax gross-ups: Omnibus Plan includes clawback and expressly prohibits tax gross-ups; no option repricing; minimum vesting; governance best-practice terms .
Potential Payments (illustrative estimates if event date occurred)
Assuming event occurred on 9/30/2023:
| Benefit | Termination Without Cause (no CoC) | Resignation for Good Reason (no CoC) | Termination Without Cause/Good Reason After CoC | Death or Disability |
|---|---|---|---|---|
| Cash severance | $4,648,652 | $4,648,652 | $5,513,152 | $2,055,152 |
| LTIP | $3,136,274 | $1,130,508 | $3,417,524 | $2,558,774 |
| Equity acceleration | $1,638,897 | $1,283,155 | $1,638,897 | $1,638,897 |
| Health benefits | $37,368 | $37,368 | $49,824 | — |
| Total | $9,461,191 | $7,099,683 | $10,619,397 | $6,252,823 |
Assuming event occurred on 9/30/2024:
| Benefit | Termination Without Cause (no CoC) | Resignation for Good Reason (no CoC) | Termination Without Cause/Good Reason After CoC | Death or Disability |
|---|---|---|---|---|
| Cash severance | $4,843,829 | $4,843,829 | $5,809,829 | $1,945,829 |
| LTIP | $3,542,379 | $1,873,459 | $3,636,129 | $2,799,879 |
| Equity acceleration | $1,906,740 | $1,906,740 | $4,551,240 | $1,906,740 |
| Health benefits | $38,318 | $38,318 | $51,091 | — |
| Total | $10,331,266 | $8,662,346 | $14,048,289 | $6,652,448 |
Additional Compensation Structure Notes
- EPP performance targets are established annually; for FY2022 and FY2023, adjusted ROE was the sole metric .
- Annual EPP payouts are split ~70% cash and ~30% restricted stock (RSUs) issued at a 25% discount to market for share count determination, with RSUs vesting ratably over three years .
- Stock option grant practice is episodic (~every five years); 2018 and 2023 grants vest ratably over five years starting in year 3 and have ~8-year terms; grants are at or above closing market price and not timed around MNPI .
Company Performance Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $1,737,300,000* | $1,904,800,000 * | n/a |
Values retrieved from S&P Global.
Investment Implications
- Pay-for-performance alignment: CFO incentives are heavily tied to adjusted ROE, with robust payouts in years of high ROE (21.7% in FY2022; 19.2% in FY2023; LTIP based on 17.1% in FY2024), reinforcing profitability discipline; investors should monitor ROE trajectory and committee adjustments to plan metrics .
- Near-term vesting and exercise dynamics: Material RSU vesting in Dec 2025 (~8,461 shares) and Dec 2026 (~3,651), plus 2018 options expiring Dec 2026, can create mechanical selling pressure around vesting/exercise dates; 2023 option grants begin vesting in 2026 and extend to 2030–2031, creating ongoing alignment via option exposure .
- Ownership alignment and pledging risk: Dunaway’s beneficial ownership increased to 232,532 shares (as of 12/31/2024), with 120,000 vested options and 19,034 unvested RSUs; while the company does not prohibit pledging, filings do not indicate margin or pledging for Dunaway—remain vigilant given permissive policy .
- Change-of-control economics: Projected CFO payouts post-CoC rose year-on-year ($10.6M total at 9/30/2023 vs $14.0M at 9/30/2024), including accelerated equity vesting—important in M&A scenarios as potential retention lever and cash cost consideration .
- Governance features: Clawbacks and prohibition of tax gross-ups in the Omnibus Plan are positive; lack of officer-level stock ownership guidelines beyond CEO is a potential alignment gap vs peers .