Raymond James Financial Inc

The Board asks shareholders to approve, on a non-binding basis, the Company’s executive compensation practices as disclosed in the proxy. Management seeks this annual "say-on-pay" endorsement to confirm alignment between pay and performance and to validate the Compensation and Talent Committee's discretion in awarding cash and equity compensation, including performance-based RSUs tied to adjusted ROE and relative TSR. The proposal reflects Raymond James’ pay-for-performance philosophy — significant portions of NEO compensation are variable and equity-based with long vesting horizons, clawback policies, stock ownership guidelines and no problematic practices such as option repricing, pledging, hedging, or gross-ups. Management highlights historical shareholder support (89% in 2025) and describes recent program calibrations increasing PRSU rigorousness (higher Adjusted ROE thresholds and higher maximum payouts with a floor), while noting discretion in bonus funding and awards. A vote FOR signals investor support for the Committee’s compensation decisions; a negative vote would prompt the Committee to evaluate shareholder concerns. Given the detailed CD&A, strong governance features and recent alignment updates, management recommends FOR, arguing the program aligns management incentives with long-term shareholder value while mitigating excessive risk through deferrals, clawbacks and performance adjustments.

Proposal 3 seeks shareholder approval for an amendment and restatement of the company’s long-standing equity incentive plan to add 2.6 million shares to the plan reserve (from 96,365,916 to 98,965,916), remove a prior 2.8-for-1 share counting rule for non-option awards going forward, broaden the scope of eligible recipients to include additional affiliated service providers, and expand restrictions on paying dividends on time-based awards until vesting. Management frames this as necessary because the A&R Plan is the company’s primary vehicle for equity compensation to attract and retain advisors, employees and directors, and the requested amount is intended to cover approximately three years of anticipated grants. Importantly, the A&R Plan contains shareholder-protective features: no option repricing without shareholder approval, no evergreen, limits on option/SAR term and minimum exercise pricing, no liberal share recycling, and dividend/ dividend-equivalent vesting tied to underlying award vesting. The Compensation and Talent Committee considered independent governance guidelines from proxy advisory services and set the requested increase to be consistent with those benchmarks. For sophisticated evaluation, key issues are dilution and historical usage: as of December 17, 2025 only ~7.59 million shares remained and since plan inception ~69.88 million shares had been issued. The removal of the 2.8 count for future awards reduces apparent dilution relative to prior counting conventions; converting dividend equivalents and expanding eligible recipients modestly increase flexibility for management. A vote FOR supports management’s ability to maintain competitive equity programs, while a vote AGAINST would constrain the company’s equity grant capacity and could necessitate higher cash compensation or other alternatives.

Proposal 4 requests shareholder approval to extend the company’s long-running ESPP term from March 31, 2027 to March 31, 2036 to continue offering employees the opportunity to purchase shares at a 15% discount. The ESPP is a Section 423-qualified plan and no additional shares are requested; approximately 3,560,408 shares remain available under the current authorization. Management argues that the plan supports recruitment, retention, and employee ownership without additional dilution, and that the extension is a routine governance action to preserve an established employee benefit. Shareholder considerations include that the plan’s size is already set, discounts are standard market practice, and the extension raises limited governance concerns given the lack of increase in authorized shares. The Board recommends FOR to maintain the employee ownership program.