Form 4: Raymond James Financial Director Mark Begor Awarded Deferred Restricted Stock Units as Compensation

Raymond James Financial Inc. director Mark W. Begor was granted 982 Deferred Restricted Stock Units (DRSUs) as part of his compensation for service on the Board of Directors.

Summary

• Mark W. Begor, a Director of Raymond James Financial Inc. (RJF), was granted 982 Deferred Restricted Stock Units (DRSUs) on May 21, 2025.
• The DRSUs were granted at a price of $0.0000 per unit, indicating they are part of compensation rather than a purchase.
• These DRSUs are part of the issuer's Amended and Restated 2012 Stock Incentive Plan and represent a prorated portion of the annual grant for part-year Board service.
• Upon vesting, each DRSU converts into one share of common stock, along with accrued cash in lieu of dividends.
• Vesting occurs at the date of the next succeeding annual shareholders meeting following the grant date, but no later than March 15 of the calendar year following the grant.
• Settlement of the DRSUs will be deferred, based on an irrevocable election by Mr. Begor, until he terminates his service on the Board of Directors.

Sentiment

Score: 7

Explanation: The document reports a routine and expected equity grant to a director, which is a positive for aligning management interests with shareholders. There are no negative implications or risks disclosed.

Positives

• The grant of Deferred Restricted Stock Units aligns the interests of Director Mark W. Begor with those of the shareholders, as the value of his compensation is tied to the company's stock performance.
• This equity compensation is a standard practice for compensating non-employee directors, promoting long-term commitment and oversight.

Future Outlook

The deferred settlement of the DRSUs until the director's termination of service indicates a long-term alignment strategy, encouraging continued commitment to the company's performance.

Management Comments

• The award represents a prorated portion of the annual grant to the registrant's directors for part-year service on the Board of Directors.

Industry Context

The grant of equity-based compensation, specifically Deferred Restricted Stock Units, to non-employee directors is a common and widely accepted practice within the financial services industry and corporate governance generally. It serves to align the interests of the board members with long-term shareholder value creation.

Comparison to Industry Standards

• The use of Deferred Restricted Stock Units (DRSUs) as director compensation is a standard practice across publicly traded companies, including major financial institutions like JPMorgan Chase & Co., Bank of America, and Wells Fargo, which often use similar equity-based awards to compensate their non-executive directors.
• The deferral of settlement until termination of service is also a common feature, particularly for directors, as it encourages long-term commitment and reduces immediate selling pressure on the stock, aligning with best practices in corporate governance.

Stakeholder Impact

• Shareholders: The grant of DRSUs to a director aligns his interests with shareholders, potentially leading to better long-term decision-making. However, it also represents a minor potential for future dilution upon conversion to common stock.

Next Steps

• The DRSUs will vest at the date of the next succeeding annual shareholders meeting following the grant date, but no later than March 15 of the calendar year following the grant.
• Settlement of the DRSUs will occur upon Mark W. Begor's termination of service on the Board of Directors, as per his irrevocable election.

Key Dates

Keywords

Raymond James Financial, RJF, Mark W. Begor, Deferred Restricted Stock Units, DRSUs, Equity Compensation, Director Compensation, SEC Form 4, Insider Transaction, Stock Incentive Plan