JEFFERIES FINANCIAL GROUP INC (JEF)
Sector: Financials
2026 Annual Meeting Analysis
JEFFERIES FINANCIAL GROUP INC · Meeting: March 26, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Adamany has served since 2014 with relevant financial and governance expertise; JEF's 3-year total return of 36.3% is strong positive, and the gap versus the peer median (-44.6pp) does not reach the 65pp threshold required to trigger an against vote under the named-peer policy.
Beyer has served since 2013 with strong financial services and risk oversight experience; the TSR underperformance gap versus the peer group (-44.6pp) does not meet the 65pp trigger threshold, so no performance-based flag applies.
Ellis Kirk joined in 2021 and brings executive search and human capital expertise relevant to Jefferies' talent-intensive business; the TSR gap does not breach the 65pp trigger threshold.
Friedman is an executive director serving as President since 2013 with deep financial services experience; the TSR underperformance gap (-44.6pp) does not reach the 65pp threshold, and no overboarding or other policy flags apply.
Gilmartin has served since 2018 with broad executive and real estate development experience; the TSR gap does not trigger a performance-based against vote under the named-peer threshold.
Handler is the long-tenured CEO and executive director; the TSR underperformance gap versus the peer median (-44.6pp) does not meet the 65pp threshold for a strong-positive absolute TSR company, and no overboarding or other policy flags apply.
Hyakutome is a new nominee standing for election for the first time in 2026; as a director joining within the past 24 months, he is fully exempt from the TSR trigger, and his SMBC banking background is directly relevant to Jefferies' strategic alliance.
Jones has served since 2022 with deep financial services, asset management, and CPA expertise; joining less than 3 years ago limits his overlap with the underperformance period, and the TSR gap does not breach the applicable threshold in any case.
Katz chairs the Audit Committee and is a CPA with nearly 40 years in financial services auditing, providing strong oversight credentials; the TSR gap does not meet the 65pp trigger threshold.
O'Kane has served since 2013 with significant fixed income and asset management expertise; the TSR underperformance gap (-44.6pp) does not reach the 65pp threshold required to trigger a performance-based against vote.
Steinberg is the long-serving Chairman with approximately 10% personal ownership of Jefferies, providing strong alignment with shareholders; the TSR gap does not breach the 65pp named-peer threshold.
Weiler has served since 2021 with extensive credit markets and investment management expertise relevant to Jefferies' business; the TSR gap does not meet the 65pp trigger threshold, and no overboarding flags apply.
All 12 director nominees receive a FOR vote. Jefferies' 3-year price return of +36.3% is strongly positive, and while the company underperformed its disclosed compensation peer group median by 44.6 percentage points over three years, this gap falls short of the 65-percentage-point threshold required to trigger an against vote when a company has delivered strong positive absolute returns. No directors are overboarded, no attendance issues were disclosed, and all audit committee members have clear financial expertise. New nominee Hyakutome is exempt from the TSR trigger as a first-time nominee joining in 2026.
Say on Pay
✓ FORCEO
Richard B. Handler
Total Comp
$28,447,020
Prior Support
89%%
The CEO received total compensation of approximately $28.4 million for fiscal 2025, which is above typical mid-market financial services benchmarks but is supported by a pay structure where roughly 96% of target compensation is at risk — approximately 60% in long-term equity (a mix of restricted stock units vesting over three years and performance stock awards tied to a three-year return on tangible equity target) and 40% in annual cash bonus. The company also noted that executives forfeited performance stock awards when the three-year return on tangible equity metric came in below target, demonstrating that the performance conditions are real and not merely cosmetic. The prior year say-on-pay vote was 89%, well above the 70% threshold, shareholders were engaged during the proxy period, pay was reduced by approximately 17% year-over-year to reflect weaker relative stock performance, and the company has a meaningful clawback policy — all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
9 yrs
Audit Fees
$14,144,152
Non-Audit Fees
$1,225,012
Deloitte has audited Jefferies for nine consecutive years, well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (audit-related fees of $675,900 plus tax fees of $543,122 plus other fees of $6,990, totaling approximately $1,226,012) represent about 8.7% of audit fees of $14,144,152, comfortably below the 50% threshold. No material restatements were identified, and Deloitte is a Big 4 firm appropriate for a company of Jefferies' size and complexity.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Amendment and Restatement of the Certificate of Incorporation
This is a board-proposed amendment to the Certificate of Incorporation that would increase the number of authorized shares of non-voting common stock, enabling SMBC Group to increase its ownership in Jefferies up to 20% in connection with the expanded strategic alliance — a transaction that includes approximately $2.5 billion in new credit facilities and the formation of a Japan equities joint venture. The amendment does not alter voting rights of existing common shareholders, as SMBC holds non-voting stock, so it does not dilute shareholder governance power. Supporting a strategic partnership that expands Jefferies' global capabilities and brings substantial financial resources is in shareholders' long-term interests, and the charter change is a necessary mechanism to facilitate that partnership.
Proposal 5
Adjournment of Annual Meeting if Necessary to Permit Further Solicitation of Proxies if There Are Insufficient Votes for the Approval of Proposal 4
This is a routine procedural proposal that would allow the board to adjourn the annual meeting solely to gather additional votes if Proposal 4 (the charter amendment) falls short of the required majority. Adjournment proposals tied to a specific, valid substantive vote are standard housekeeping measures that cause no harm to shareholders. Since we are recommending FOR on Proposal 4, supporting the procedural mechanism to ensure that vote has a fair opportunity to succeed is consistent and appropriate.
Overall Assessment
The 2026 Jefferies annual meeting features five proposals, all of which merit a FOR vote under this policy. The director slate passes without performance-based flags because Jefferies' strong positive three-year absolute return keeps the peer-group underperformance gap below the applicable threshold; the auditor ratification is clean with a short tenure and low non-audit fee ratio; and the say-on-pay program earns support due to a genuinely performance-linked structure with real forfeitures, a prior-year vote of 89%, and a year-over-year pay reduction that reflects weaker stock performance.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing