RAYMOND JAMES INC (RJF)
Sector: Financials
2026 Annual Meeting Analysis
RAYMOND JAMES INC · Meeting: February 19, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Begor joined the board in May 2025, making him exempt from the TSR trigger under the 24-month new-director exemption; he brings relevant CEO and financial services experience and has no overboarding or attendance concerns.
RJF's 3-year TSR of +41.8% outperforms the peer median of +36.3% by +5.5pp, well below the 50pp threshold required to trigger a No vote for strong-positive-TSR companies; Debel has deep risk management and financial services credentials and attended 100% of meetings.
No TSR trigger applies given RJF's outperformance of the peer median; Edwards serves as Lead Independent Director, holds two outside public board seats (within the permitted limit), and brings CFO-level financial services experience.
No TSR trigger applies; Esty chairs the Compensation and Talent Committee, holds no other public board seats, and brings relevant finance and investment management academic expertise with 100% meeting attendance.
No TSR trigger applies; Garcia is a retired CFO and certified public accountant who serves on the Audit and Risk Committees with appropriate financial expertise, and holds three outside public board seats which is at the policy limit but not over it.
No TSR trigger applies; Gates chairs the Nominating and Corporate Governance Committee, holds two outside public board seats, and brings consumer products and financial reporting experience with 100% meeting attendance.
No TSR trigger applies; McDaniel brings 15 years of CEO experience in financial services and risk management, holds one outside public board seat, and attended 100% of meetings.
No TSR trigger applies; McGeary chairs the Audit Committee, is a certified public accountant with deep accounting and technology experience, holds no other public board seats, and attended 100% of meetings.
Mistarz joined the board in 2024, making her exempt from the TSR trigger under the 24-month new-director exemption; she brings extensive banking risk management experience and holds no outside public board seats.
As Executive Chair and former long-tenured CEO, Reilly is subject to the TSR trigger, but RJF's 3-year TSR of +41.8% outperforms the peer median of +36.3% by +5.5pp, far below the 50pp threshold needed to trigger a No vote; no other flags apply.
No TSR trigger applies; Seshadri brings payments and financial technology experience from Mastercard and BlackRock, holds no other public board seats, and attended 100% of meetings.
Shoukry joined the board in 2024, making him exempt from the TSR trigger under the 24-month new-director exemption; as the current CEO he brings direct operational accountability and relevant financial expertise.
All 12 director nominees receive a FOR recommendation. RJF's 3-year total shareholder return of +41.8% outperforms the peer group median of +36.3%, so the TSR underperformance trigger does not apply to any director. Three directors (Begor, Mistarz, Shoukry) joined within the past 24 months and are exempt from the TSR analysis regardless. No overboarding, independence, attendance, or familial-relationship concerns were identified. The board discloses a skills matrix and all audit committee members have demonstrated financial expertise.
Say on Pay
✓ FORCEO
Paul M. Shoukry
Total Comp
$17,277,875
Prior Support
89%%
The prior year Say on Pay vote received 89% support, well above the 70% threshold that would require a response, and the company continued its existing practices which shareholders have consistently endorsed. CEO Paul Shoukry's total reported compensation of approximately $17.3 million is benchmarked against a large-cap financial services CEO role and reflects a year of record revenues ($14.1 billion, up 10%), record net income ($2.13 billion), and a strong return on equity of 17.7%; the pay-for-performance alignment is supported by RJF's 3-year TSR of +41.8% outperforming the peer median of +36.3%. The compensation structure is heavily variable — the vast majority of pay is delivered through performance-based and time-vesting stock awards tied to Adjusted Return on Equity and relative total shareholder return metrics over a three-year period — with a robust clawback policy and meaningful stock ownership requirements in place.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a $28.6 billion market cap financial services company. The proxy filing text provided does not include a parseable auditor fee table with specific dollar amounts, so the non-audit fee ratio trigger cannot be calculated — per policy, absent confirmed data the tenure trigger does not fire and we do not assume a No vote. No material financial restatements are disclosed. The recommendation defaults to FOR.
Overall Assessment
The 2026 Raymond James annual meeting presents a largely clean ballot with no significant governance concerns triggered under the voting policy. All 12 director nominees receive a FOR recommendation driven by RJF's outperformance of its compensation peer group over three years, and the Say on Pay proposal earns a FOR based on record financial results, a heavily performance-linked pay structure, and 89% prior-year shareholder support.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing