the annual total compensation of the CEO, as reported in the Summary Compensation Table, was ~~$13,901,046;~~$18,059,116; and

•the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was ~~130~~158 to 1.

Other Compensation Policies

Hedging Policy

The company maintains a written Insider Trading Policy (“Policy”) that is designed to prohibit company personnel from violating insider trading laws and mitigate the risk of even the appearance of improper conduct. The Policy applies to directors, officers, employees and other associates of the company, together with certain of their family members and controlled entities (“Covered Persons”). The Policy imposes the following restrictions on trading in securities issued by the company (including our common stock), whether or not the Covered Person is aware of material nonpublic information concerning the company.

Directors and Executive Officers. Under the Policy, members of the company’s Board and its executive officers (the “Pre-Clearance Group”) may not, in connection with our securities:

•engage in transactions in publicly traded or private options or other derivative securities

•hold such securities in a margin account unless such securities have been exempted from any security interest of the broker

•pledge such securities as collateral for a loan, or

•utilize standing orders for longer than one business day (other than employee stock option limit orders or approved Rule 10b5-1 trading plans).

All Covered Persons. In addition, no Covered Person (including the Pre-Clearance Group) may, in connection with our securities:

•engage in short sales

•transact in publicly traded or private options; except that non-Pre-Clearance Group members may sell covered call options, and/or buy protective put options in non-speculative, bona fide transactions against an existing, non-restricted long position (with certain exceptions)

•enter into, modify or cancel a standing order when subject to a trading “blackout”

•allow any financial advisor to purchase or sell such securities within a discretionary account, or

•engage in hedging or monetization transactions.

The Policy permits Covered Persons to request limited exceptions to these restrictions from time to time from the Legal Department.

Compensation Recoupment Policy

The company maintains a Compensation Recoupment Policy that is intended to reduce potential risks associated with our compensation plans, and thus better align the long-term interests of our NEOs and our shareholders. The policy contains three triggers that could result in “clawback” of compensation: (i) instances of financial statement restatement, (ii) discovery of a materially inaccurate performance measure that resulted in an inappropriate award or vesting of incentive compensation, and (iii) serious misconduct or materially imprudent judgment that caused the company material financial or reputational harm. (Incentive compensation is defined to include any compensation other than base salary, and it thus includes cash, shares of stock, restricted shares, RSUs and stock options.) The third trigger gives the Committee authority to require forfeiture of the employee’s unvested incentive compensation awards and/or reimbursement of the most recently received annual bonus. It applies to all executive officers and to any other employee whose annual incentive compensation exceeds 50% of total annual compensation, with the exception of Private Client Group financial advisors and branch managers.


2023 PROXY STATEMENT			69

Proposal 2 – Advisory Vote on Executive Compensation

Income Deduction Limitations under Section 162(m)

Section 162(m) of the Internal Revenue Code (“§162(m)”) generally sets a limit of $1 million on the amount of compensation that the company may deduct for federal income tax purposes in any given year with respect to the compensation of “covered employees,” which currently includes our principal executive officer, our principal financial officer and the three most highly compensated executive officers (as well as individuals in these categories in certain prior years). The Committee believes that the tax deduction limitation should not compromise its ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that, in certain cases, is not deductible for federal income tax purposes.

Based on the factors discussed under “2022 Compensation Decisions” above, in fiscal 2022 the company paid, and in fiscal 2022 the Committee expects the company to pay, certain NEOs compensation (including a base salary, annual bonus and retention RSUs) that, in the aggregate, exceeds $1 million in value. The Committee believes that this compensation is necessary in order to maintain the competitiveness of the total compensation package and, as a result, has determined that it is appropriate, regardless of whether certain amounts of such compensation are ultimately deductible for federal income tax purposes.

Report of the ~~Corporate Governance, Nominating~~Compensation and Talent Committee

The Compensation and Talent Committee

~~The CGN&C Committee~~ (the "C&T Committee") has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the ~~CGN&C~~C&T Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report.

Respectfully submitted by the ~~CGN&C~~C&T Committee

Gordon L. Johnson, Chair

Robert M. Dutkowsky

Jeffrey N. Edwards

~~Susan N. Story~~

Raj Seshadri


70

Proposal 3 – Advisory Vote on Frequency of Say-on-Pay Vote



What is being voted on:An advisory vote to approve the frequency of advisory votes on executive compensation			Board recommendation:Our Board unanimously recommends that you vote for the option of "every year" as the preferred frequency for advisory votes on executive compensation.

As required by SEC rules, we provide shareholders with the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently to vote on future advisory votes on the compensation of our named executive officers as disclosed in accordance with the rules of the SEC.

Shareholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation every year, every two years, or every three years. Shareholders also may abstain from casting a vote on this proposal.

The Board of Directors has determined that an annual advisory vote on executive compensation will permit our shareholders to continue to provide direct input on the company’s executive compensation philosophy, policies and practices as disclosed in the proxy statement each year, which is consistent with our efforts to engage in an ongoing dialogue with our shareholders on executive compensation and corporate governance matters. At the annual meeting of shareholders held in February 2017, a majority of the company’s shareholders cast their vote in favor of holding an annual advisory vote on the compensation of our named executive officers.

This vote is advisory, which means that it is not binding on the company, our Board of Directors or the C&T Committee of the Board of Directors. The company recognizes that the shareholders may have different views as to the best approach for the company, and therefore we look forward to hearing from our shareholders as to their preferences on the frequency of an advisory vote on executive compensation. The Board of Directors and the C&T Committee will take into account the outcome of the vote; however, when considering the frequency of future advisory votes on executive compensation, the Board of Directors may decide that it is in the best interests of our shareholders and the company to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our shareholders.

Shareholders may cast a vote on the preferred voting frequency by selecting the option of every year, every two years, or every three years (or abstain) when voting in response to the resolution set forth below.

“RESOLVED, that the shareholders determine, on an advisory basis, whether the preferred frequency of an advisory vote on the executive compensation of the company’s named executive officers as set forth in the company’s proxy statement should be every year, every two years, or every three years.”


2023 PROXY STATEMENT			71

Proposal 4 – Approval of the Amended and Restated 2012 Stock Incentive Plan



What is being voted on: Approval of the Amended and Restated 2012 Stock Incentive Plan.			Board recommendation: Our Board unanimously recommends a vote “FOR” approval of our Amended and Restated 2012 Stock Incentive Plan.

Background

We are asking the company’s shareholders to approve an amendment and restatement of the company’s 2012 Stock Incentive Plan (the “2012 Plan”) as the Amended and Restated 2012 Stock Incentive Plan (the “A&R Plan”) in order to increase the maximum number of shares of the company’s common stock authorized for issuance over the term of the A&R Plan by 18,000,000 shares from 78,365,916(1) shares to 96,365,916 shares. The amendment and restatement would also extend the term of the A&R Plan to February 23, 2033, unless terminated earlier by the Board of Directors.

As of December 15, 2022 we have a total of 9,687,057 total outstanding awards, of which 9,360,207 are full value awards and 326,850 are options with the weighted average price of $53.81 and weighted average term of 2.099 years. In addition, as of December 15, 2022, 48,410,690 shares had been issued under the 2012 Plan, 80,983,051 shares were subject to options and other awards under the 2012 Plan and only 3,419,738 shares remained available for the grant of awards under the 2012 Plan. All other provisions of the 2012 Plan will remain in full force and effect under the A&R Plan.

The amendment and restatement of the 2012 Plan for which shareholder approval is sought under this Proposal No. 4 was adopted by the company’s Board on November 30, 2022, subject to and effective upon shareholder approval.

Purpose of the A&R Plan

The purpose of the A&R Plan is to attract, motivate and retain our directors, employees and independent contractors and to provide an incentive to increase long-term shareholder value. We believe that equity is a key element of our compensation package and that equity awards encourage employee loyalty and align employee interests directly with those of our shareholders. The A&R Plan has allowed us to provide our employees with equity-based incentive awards and non-equity based compensation that are competitive with those of companies with which we compete for talent. The A&R Plan includes a variety of forms of awards, including restricted stock units, stock appreciation rights, restricted stock, stock options, dividend equivalents and cash awards, to allow the company to adapt its incentive compensation program to meet its needs in the changing business environment in which it operates.

Purpose of Increasing the Number of Shares Reserved

The A&R Plan is our sole plan for providing equity incentive compensation to eligible directors, employees and independent contractors. The A&R Plan is a vital component of our compensation programs, and increasing the number of shares of common stock that may be issued under equity awards ensures that we have an adequate reserve of shares available for issuance in order to attract, motivate and retain personnel and to provide an incentive to increase long-term shareholder value. The Board believes that equity and cash awards motivate high levels of performance, align the interests of our personnel and shareholders by giving directors, employees and independent contractors the perspective of an “owner” with an equity stake in the company, and provide an effective means of recognizing their contributions to our success. The Board believes that the ability to grant equity and cash awards is a competitive necessity in our industry, and that such awards are essential to recruiting and retaining highly successful financial advisor “producers” and other key personnel who help us meet our goals, as well as rewarding and encouraging current directors, employees and independent contractors. We believe that the ability to grant equity and cash awards will continue to be important to the future success of the Company. If the A&R Plan is not approved and we are unable to grant equity compensation in the future, we may need to consider other compensation alternatives, such as increasing cash compensation.

(1)Adjust for stock split.


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Proposal 4 – Approval of the Amended and Restated 2012 Stock Incentive Plan

How the Proposed Increase Was Determined

The Board, based on the recommendation of the C&T Committee, is recommending that shareholders approve an additional 18,000,000 shares of common stock under the A&R Plan. The C&T Committee, which administers the A&R Plan, has exercised its business judgment in concluding that increasing the number of shares of common stock reserved under the A&R Plan is in the company’s best interests. In reaching its decision, the C&T Committee considered the limits recommended by independent shareholder advisory groups, such as Institutional Shareholder Services (“ISS”), and determined a number that it believes complies with ISS’s guidelines while providing the company with a sufficient share reserve to cover the awards we anticipate granting to eligible participants for approximately three (3) years, although the actual number of shares utilized will depend on a variety of factors. Therefore, if shareholders approve the A&R Plan, the company currently expects that it will not ask shareholders to approve additional shares for the A&R Plan until at least the 2026 Annual Meeting of Shareholders. The company is committed to effectively managing our equity compensation share reserve while minimizing stockholder dilution.

A summary of the material terms and conditions of the A&R Plan, as amended and restated, is set forth below. This summary, however, does not purport to be a complete description of all provisions of the plan and is qualified in its entirety by reference to the A&R Plan, a copy of which is attached to this Proxy Statement as Appendix B. Capitalized terms used but not defined herein have the meanings given them in the A&R Plan.

How the A&R Plan Is Designed to Protect Shareholder Interests

The Board has designed the A&R Plan to include terms that it believes reinforce the alignment between equity-based compensation arrangements and the interests of the company’s shareholders. Those terms generally provide for the following:

•Limits on terms of stock options and SARs: The maximum term of stock options and stock appreciation rights that may be granted under the A&R Plan is seven years.

•No discounting: Stock options and stock appreciation rights must be granted with an exercise price no lower than fair market value on the grant date.

•No stock option or SAR re-pricing: The A&R Plan prohibits re-pricing of stock options or stock appreciation rights without shareholder approval, whether by amending an existing award agreement, substituting a new award at a lower price, or executing a buyout of the award for cash or securities.

•No “evergreen” provision: The A&R Plan does not permit an automatic increase in the shares available for issuance without shareholder approval.

•No liberal share recycling: The number of shares available for issuance under the A&R Plan will be reduced by the number of shares tendered or withheld in payment of an option exercise price, withheld from payment of an award in connection with tax withholding, or subject to a stock appreciation right but not issued in connection with the exercise of the stock appreciation right.

•Performance-based vesting of dividends and dividend-equivalent rights: Dividends or dividend-equivalent rights paid on performance vesting awards of restricted stock and RSUs may not vest unless the underlying awards vest.

Summary of the A&R Plan

Share Reserve. The maximum aggregate number of shares of the company’s common stock that may be issued under the 2012 Plan is currently 78,365,916(1) shares, subject to adjustment in the event of a stock split, stock or other extraordinary dividend, or other similar change in the common stock or capital structure of the company. If this proposal is approved by the company’s shareholders, this maximum aggregate amount will be increased by 18,000,000 shares to 96,365,916 shares, and the A&R Plan would then have approximately 21,419,738 shares available for grant.

Share Counting. Each share issued in connection with an award granted under the A&R Plan other than stock options and stock appreciation rights will be counted against the A&R Plan’s share reserve as 2.8 shares for every one share issued in connection with such award (and shall be counted as 2.8 shares for every one share that is returned or deemed not to have been issued from the A&R Plan).

Administration. The Compensation and Talent Committee (the “Administrator”) will administer our A&R Plan. With respect to grants to officers and directors, the Administrator will be constituted in such a manner as to satisfy applicable laws, including Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).

(1)Adjust for stock split.


2023 PROXY STATEMENT			73

Proposal 4 – Approval of the Amended and Restated 2012 Stock Incentive Plan

No Re-pricings or Exchanges without Shareholder Approval. The company shall obtain shareholder approval prior to (a) the reduction of the exercise price of any stock option or the base appreciation amount of any stock appreciation right awarded under the A&R Plan or (b) the cancellation of a stock option or stock appreciation right at a time when its exercise price or base appreciation amount exceeds the fair market value of the underlying shares, in exchange for another stock option, stock appreciation right, restricted stock, cash buyout or other award (unless the cancellation and exchange occurs in connection with a Corporate Transaction). Notwithstanding the foregoing, canceling a stock option or stock appreciation right in exchange for another stock option, stock appreciation right, restricted stock, or other award with an exercise price, purchase price or base appreciation amount that is equal to or greater than the exercise price or base appreciation amount of the original stock option or stock appreciation right will not be subject to shareholder approval.

Terms and Conditions of Awards; Eligibility. The A&R Plan provides for the grant of restricted stock, restricted stock units, stock options, dividend equivalent rights, stock appreciation rights and cash awards (collectively referred to as “awards”). The classes of persons who are eligible to participate in the A&R Plan are the directors, employees (including executive officers) and independent contractors of the company and its related entities. Stock options granted under the A&R Plan may be either incentive stock options under the provisions of Section 422 of the Internal Revenue Code (“Code”), or non-qualified stock options. Incentive stock options may be granted only to employees. Awards other than incentive stock options may be granted to our employees, independent contractors and directors, or to employees, independent contractors and directors of our related entities. As of February 23, 2023, we expect that eight (8) directors (excluding our two employee directors) will be eligible to participate in the A&R Plan, approximately 16,777 employees (including two employee directors and our executive officers) and approximately 19,900 independent contractors will be eligible to receive awards under the A&R Plan. To the extent that the aggregate fair market value of the shares subject to stock options designated as incentive stock options that become exercisable for the first time by a participant during any calendar year exceeds $100,000, such excess stock options shall be treated as non-qualified stock options. Under the A&R Plan, awards may be granted to such employees, independent contractors or directors who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time. Each award granted under the A&R Plan shall be designated in an award agreement.

The basis for participation in the A&R Plan is the Administrator’s decision, in its sole discretion, that an award to an eligible participant will further the plan’s purposes. In exercising its discretion, the Administrator will consider the recommendations of management and the purposes of the A&R Plan, which are to attract and retain the best available personnel, to provide additional incentives to employees, non-executive directors, and independent contractors and to promote the success of the company’s business. Under the 2012 Plan, in most cases, awards have been structured to vest solely over time in order to help retain the recipients. In addition, the Administrator may also make performance-based awards that will vest over time but only upon achievement of one or more performance criteria. In recent years, all eligible directors (including both non-executive directors and employee directors) and less than 17% of employees and 2% of independent contractors have received awards under the 2012 Plan.

Subject to applicable laws, the Administrator has the authority, in its discretion, to select employees, independent contractors and directors to whom awards may be granted from time to time, to determine whether and to what extent awards are granted, to determine the number of shares or the amount of other consideration to be covered by each award (subject to the limitations set forth below), to approve award agreements for use under the A&R Plan, to determine the terms and conditions of any award (including, subject to the limitations of the A&R Plan, the vesting schedule applicable to the award), to amend the terms of any outstanding award granted under the A&R Plan (subject to the limitations described above), to construe and interpret the terms of the A&R Plan and awards granted, to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions, to establish or cause to be established a trust for the purpose of purchasing shares on the open market, holding such shares and using such shares to satisfy the company’s obligations with respect to grants of restricted stock units to participants resident in Canada, and to take such other actions, not inconsistent with the terms of the A&R Plan, as the Administrator deems appropriate.

The term of any award granted under the A&R Plan will be stated in the applicable award agreement, provided that the term of a stock option or stock appreciation right may not exceed seven (7) years (or five (5) years in the case of an incentive stock option granted to any participant who owns stock representing more than 10% of our combined voting power or of any parent or subsidiary of us) and the term of an award other than a stock option or stock appreciation right may not exceed ten (10) years. Notwithstanding the foregoing, the term of an award shall not include any period for which the participant has elected to defer the receipt of the shares or cash issuable pursuant to the award under a deferral program the Administrator may establish in its discretion.

The A&R Plan authorizes the Administrator to grant incentive stock options at an exercise price not less than 100% of the fair market value of our common stock on the date the stock option is granted (or 110%, in the case of an incentive stock option granted to any employee who owns stock representing more than 10% of our combined voting power or any parent or subsidiary of us). In the case of non-qualified stock options, stock appreciation rights, and awards intended to qualify as performance-based compensation, the exercise price, base appreciation amount or purchase price, if any, shall be not less than 100% of the fair market value per share on the date of grant. In the case of all other awards granted under the A&R Plan, the exercise or purchase price shall be determined by the Administrator. In the case of an award other than an incentive stock option, the exercise or purchase price is generally payable in cash through the participant’s Raymond James brokerage account, in shares, or, with respect to stock options (other than incentive stock options), payment through a broker-dealer sale and remittance procedure or “net exercise” procedure. In the case of an incentive stock option, the exercise price is generally payable in cash through the participant’s Raymond James brokerage account or in shares.


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Proposal 4 – Approval of the Amended and Restated 2012 Stock Incentive Plan

Under the A&R Plan, the Administrator may establish one or more programs to permit selected participants the opportunity to elect to defer receipt of consideration payable under an award. The Administrator may also establish under the A&R Plan separate programs for the grant of particular forms of awards to one or more classes of participants.

Minimum Vesting Requirement.Any award granted under the A&R Plan may vest as of the date no earlier than the first anniversary of the grant date of such award, except that the following awards will not be subject to this minimum vesting requirement:

•awards granted upon assumption of or substitution for outstanding awards previously granted by an acquired entity;

•shares delivered in lieu of fully vested cash obligations; and

•any additional awards for up to a maximum of 5% of the number of shares available for issuance under the A&R Plan.

The foregoing restriction will not apply to the Administrator’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of the participant’s termination without cause, retirement, death, or disability, upon or in connection with a Corporate Transaction or Change of Control of the company, pursuant to the terms of the applicable award agreement, or otherwise. In addition, the vesting of awards to our non-employee directors will be deemed to satisfy the one-year minimum vesting requirement to the extent the awards vest on the earlier of (a) the one-year anniversary of the date of grant, or (b) the next annual meeting of the company’s shareholders that is at least 50 weeks after the immediately preceding annual meeting.

Dividends and Dividend Equivalent Rights. During the vesting period for an award, dividends and dividend equivalent rights on the underlying shares of common stock shall be automatically retained by the company (and not paid out to participants), subject to the vesting of the restricted stock and restricted stock units that are subject to performance vesting. Further, no dividends or dividend equivalent rights will be paid for stock options or stock appreciation rights.

Individual Limits. The maximum number of shares with respect to which stock options and stock appreciation rights may be granted to a participant in each successive twelve (12) month period is 300,000 shares. In connection with the participant’s commencement of service, he or she may be granted stock options and stock appreciation rights for up to a maximum of 600,000 shares. The foregoing limitations shall be adjusted proportionately by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination or reclassification of shares or other similar change in our shares or our capital structure.

For awards of restricted stock and restricted stock units, with respect to each successive twelve (12) month period, the maximum number of shares that may be issued to a participant pursuant to such awards shall be 300,000 shares. In connection with a participant’s commencement of service, up to a maximum of 600,000 shares may be issued to the participant with respect to a twelve (12) month period relating to such commencement. The foregoing limitations shall be adjusted proportionately by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination or reclassification of shares or other similar change in our shares or our capital structure.

For cash awards, with respect to each successive twelve (12) month period, the maximum amount that may be paid to a participant pursuant to such awards shall be $5,000,000. The foregoing limitation shall be adjusted proportionately by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination or reclassification of shares or other similar change in our shares or our capital structure.

Transferability of Awards. Our A&R Plan allows for the transfer of awards under the A&R Plan only (i) by will or (ii) by the laws of descent and distribution. Only the recipient of an award may exercise such award during his or her lifetime.

Certain Adjustments. Subject to any required action by the shareholders of the company, the number of shares covered by outstanding awards, the number of shares that have been authorized for issuance under the A&R Plan, the exercise or purchase price of each outstanding award, the maximum number of shares or amount that may be granted subject to awards to any participant, and the like, shall be proportionally adjusted by the Administrator in the event of (i) any increase or decrease in the number of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification or similar event affecting the shares, (ii) any other increase or decrease in the number of issued shares effected without receipt of consideration by the company or (iii) any other transaction with respect to our shares including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete), distribution of cash or other assets to shareholders other than a normal cash dividend, or any similar transaction; provided, however, that conversion of any convertible securities of the company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive.

Corporate Transaction. Effective upon the consummation of a Corporate Transaction, all outstanding awards under the A&R Plan will terminate unless the awards are assumed in connection with the Corporate Transaction. In addition, except as provided otherwise in an individual award agreement:

•For the portion of each award that was granted in lieu of a cash payment for all or a portion of a participant’s annual bonus and that is assumed or replaced, then such award (or replacement award or program) shall become fully vested, exercisable and payable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the shares (or other


2023 PROXY STATEMENT			75

Proposal 4 – Approval of the Amended and Restated 2012 Stock Incentive Plan

consideration) at the time represented by the award upon the participant’s “separation from service” without “cause” or for “good reason” on or within eighteen (18) months after the Corporate Transaction.

•For the portion of each award that was not granted in lieu of a cash payment for all or a portion of a participant’s annual bonus and that is assumed or replaced, then a pro-rated amount of the unvested shares or other consideration subject to such award (or replacement award or program) shall become fully vested, exercisable and payable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) upon the participant’s “separation from service” without “cause” or for “good reason” on or within eighteen (18) months after the Corporate Transaction.

•For the portion of each award that is neither assumed nor replaced, such portion of the award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the shares (or other consideration) at the time represented by such portion of the award, immediately prior to the specified effective date of such Corporate Transaction, provided that the participant’s service has not terminated prior to such date.

Change in Control. Except as provided otherwise in an individual award agreement, in the event of a Change in Control, the portion of each award that was granted in lieu of a cash payment for all or a portion of a participant’s annual bonus shall become fully vested, exercisable and payable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the shares (or other consideration) at the time represented by the award upon the participant’s “separation from service” without “cause” or for “good reason” on or within eighteen (18) months after the Change in Control. For the portion of each award that was not granted in lieu of a cash payment for all or a portion of a participant’s annual bonus, then a pro-rated amount of the unvested shares or other consideration subject to such award shall become fully vested, exercisable and payable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) upon the participant’s “separation from service” without “cause” or for “good reason” on or within eighteen (18) months after the Change in Control.

Clawback Provision for Executive Officers and Other Participants. The award agreements issued under the A&R Plan incorporate a policy that allows us to require forfeiture of the employee’s unvested incentive compensation awards if officers or certain other employees engage in defined activity detrimental to the company. For more information regarding our incentive compensation recoupment policy, see “COMPENSATION MATTERS—Compensation Discussion and Analysis – Compensation Recoupment Policy.”

Amendment, Suspension or Termination of the A&R Plan. The Board may at any time amend, suspend or terminate the A&R Plan. The A&R Plan will terminate on February 23, 2033, unless earlier terminated by the Board of Directors. To the extent necessary to comply with applicable provisions of federal securities laws, state corporate and securities laws, the Code, applicable rules of any stock exchange or national market system, and the rules of any foreign jurisdiction applicable to awards granted to residents of the jurisdiction, the company shall obtain shareholder approval of any such amendment to the A&R Plan in such a manner and to such a degree as required.

Amended Plan Benefits

We have not granted awards subject to shareholder approval of the A&R Plan, as amended and restated. The amount and timing of awards under the A&R Plan, including grants to the executive officers named in the Summary Compensation Table (below), are subject to the discretion of the Administrator, and, except as indicated below, the Administrator has not determined future awards or the participants who might receive them. Therefore, it is not presently possible to determine the benefits or amounts that may be received by individuals or groups pursuant to the A&R Plan in the future, other than our non-executive directors, nor is it possible to determine the benefits or amounts which would have been received by or allocated to individuals or groups for 2023 if the A&R Plan had been in effect. Pursuant to our current compensation program for non-executive directors, each of our non-executive director receives an annual grant of restricted stock units, which units will vest in full on the first anniversary of the grant (for more information regarding director compensation, see “Director Compensation”). Each grant consists of that number of restricted stock units settleable in shares of the company’s common stock equal to $180,000 divided by the fair market value of a share of common stock, measured on the basis of the closing sales price as reported on the NYSE on the date of determination. The estimated number of shares of common stock that will be underlying the annual grant to each non-executive director for 2023, based on the closing sales price of a share of common stock on December 14, 2022, as reported on the NYSE is 1,632 shares, subject to any future change in the fair market value of the company’s common stock.

The following table sets forth information with respect to the historical grant of RSUs and options under the 2012 Plan from the effective date of the 2012 Plan through December 15, 2022, (without regard to whether any grants were subsequently forfeited, terminated or canceled) to the executive officers named in the Summary Compensation Table below, to all current executive officers as a group, to all current non-employee directors as a group, to each nominee for election as a director, to all nominees for election as a director as a group (including our employee directors), to all associates of directors, executive officers or nominees, as a group, all other persons who received or are to receive 5% of any awards, as a group, and to all other employees and independent contractor registered representatives (including all current officers who are not executive officers) as a group. The level of past grants is not necessarily indicative of the level of future grants.


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Proposal 4 – Approval of the Amended and Restated 2012 Stock Incentive Plan


Name and Position(1)	Number of RSUs Granted	Number of Shares Underlying Options Granted
Paul C. Reilly Chair and Chief Executive Officer	1,016,299	93,750
Paul M. Shoukry Chief Financial Officer	88,700	8,250
James E. Bunn President, Global Equities and Investment Banking	304,973	15,376
Scott A. Curtis President, Private Client Group	185,076	48,751
Tashtego S. Elwyn President and Chief Executive Officer, Raymond James and Associates	179,737	48,751
All current executive officers, as a group (16 persons)	2,591,925	449,555
All current directors who are not executive officers, as a group (9 persons)	162,575	—
Nominees for election as a director(2):
Marlene Debel	4,213	—
Robert M. Dutkowsky	9,507	—
Jeffrey N. Edwards	23,936	—
Benjamin C. Esty	23,936	—
Anne Gates	10,940	—
Thomas A. James(3)	77,394	—
Gordon L. Johnson	33,788	—
Roderick C. McGeary	18,446	—
Raj Seshadri	7,873	—
Each associate of such directors, executive officers or nominees (2 persons)	5,847	3,750
Each other person who received or is to receive 5 percent of awards under the A&R Plan (0 persons)	—	—
All employees and independent contractors, other than executive officers, as a group (4,330 persons)	24,073,400	5,870,586

(1)Information presented is historical and does not reflect expected grants for 2023 with respect to any person.

(2)Section excludes Mr. Reilly. Grant details disclosed in table above.

(3)Mr. James does not receive compensation for his services as a director.

For more information about awards previously granted to our directors, including material terms, under the 2012 Plan, see “Director Compensation.” For more information about awards previously granted to our named executive officers, including material terms, under the 2012 Plan, see “COMPENSATION MATTERS—Grants of Plan Based Awards for Fiscal 2022” and “COMPENSATION MATTERS—Outstanding Equity Awards at Fiscal Year End for 2022.”

As of December 14, 2022, the fair market value of a share of the company’s common stock was $110.28 measured on the basis of the closing sales price on that date as reported on the NYSE.


2023 PROXY STATEMENT			77

Proposal 4 – Approval of the Amended and Restated 2012 Stock Incentive Plan

Federal Income Tax Consequences

The following is a general summary as of this date of the federal income tax consequences to us and to U.S. participants for awards granted under the A&R Plan. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Tax consequences for any particular individual may be different. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences.

Non-qualified Stock Options. The grant of a non-qualified stock option under the A&R Plan will not result in any federal income tax consequences to the participant or to the company. Upon exercise of a non-qualified stock option, the participant is subject to income taxes at the rate applicable to ordinary compensation income on the difference between the option exercise price and the fair market value of the shares at the time of exercise. This income is subject to withholding for federal income and employment tax purposes. Any gain or loss on the participant’s subsequent disposition of the shares of common stock will receive long- or short-term capital gain or loss treatment, depending on whether the shares are held for more than one year following exercise. The company does not receive a tax deduction for any such gain.

A non-qualified stock option can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A non-qualified stock option that does not meet the requirements of Code Section 409A can result in the acceleration of income recognition, an additional 20% tax obligation, plus penalties and interest.

Incentive Stock Options. The grant of an incentive stock option under the A&R Plan will not result in any federal income tax consequences to the participant or to the company. A participant recognizes no federal taxable income upon exercising an incentive stock option (subject to the alternative minimum tax rules discussed below), and the company receives no deduction at the time of exercise. In the event of a disposition of stock acquired upon exercise of an incentive stock option, the tax consequences depend upon how long the participant has held the shares of common stock. If the participant does not dispose of the shares within two years after the incentive stock option was granted, nor within one year after the incentive stock option was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. The company is not entitled to any deduction under these circumstances.

If the participant fails to satisfy either of the foregoing holding periods (referred to as a “disqualifying disposition”), he or she must recognize ordinary income in the year of the disposition. The amount of ordinary income generally is the lesser of (i) the difference between the amount realized on the disposition and the exercise price or (ii) the difference between the fair market value of the stock at the time of exercise and the exercise price. Any gain in excess of the amount taxed as ordinary income will be treated as a long- or short-term capital gain, depending on whether the stock was held for more than one year.

The “spread” under an incentive stock option — i.e., the difference between the fair market value of the shares at exercise and the exercise price — is classified as an item of adjustment in the year of exercise for purposes of the alternative minimum tax. If a participant’s alternative minimum tax liability exceeds such participant’s regular income tax liability, the participant will owe the larger amount of taxes. In order to avoid the application of alternative minimum tax with respect to incentive stock options, the participant must sell the shares within the calendar year in which the incentive stock options are exercised. However, such a sale of shares within the year of exercise will constitute a disqualifying disposition, as described above.

Stock Appreciation Rights. Recipients of stock appreciation rights (“SARs”) generally should not recognize income until the SAR is exercised (assuming there is no ceiling on the value of the right). Upon exercise, the recipient will normally recognize taxable ordinary income for federal income tax purposes equal to the amount of cash and fair market value of the shares, if any, received upon such exercise. Recipients who are employees will be subject to withholding for federal income and employment tax purposes with respect to income recognized upon exercise of a SAR. Recipients will recognize gain upon the disposition of any shares received on exercise of a SAR equal to the excess of (i) the amount realized on such disposition over (ii) the ordinary income recognized with respect to such shares under the principles set forth above. That gain will be taxable as long- or short-term capital gain depending on whether the shares were held for more than one year.

A SAR can also be considered non-qualified deferred compensation and subject to Section 409A of the Code. A SAR that does not meet the requirements of Code Section 409A can result in the acceleration of income recognition, an additional 20% tax obligation, plus penalties and interest.


78

Proposal 4 – Approval of the Amended and Restated 2012 Stock Incentive Plan

Restricted Stock. A restricted stock award is subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code to the extent the award will be forfeited in the event that the participant ceases to provide services to the company. As a result of this substantial risk of forfeiture, the recipient will not recognize ordinary income at the time of the award, unless the participant is retirement eligible. Instead, the recipient will recognize ordinary income on the date when the stock is no longer subject to a substantial risk of forfeiture, or when the stock becomes transferable, if earlier. The recipient’s ordinary income is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the earlier of those two dates.

The recipient may accelerate his or her recognition of ordinary income, if any, and begin his or her capital gains holding period by timely filing (i.e., within thirty (30) days of the award) an election pursuant to Section 83(b) of the Code. In such event, the ordinary income recognized, if any, is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the date of award, and the capital gain holding period commences on such date. The ordinary income recognized by a recipient that is an employee or former employee will be subject to tax withholding by the company.

Restricted Stock Units. With respect to awards of RSUs, no taxable income is reportable when the RSUs are granted to a participant or upon vesting of the RSUs. Upon settlement, the recipient will recognize ordinary income in an amount equal to the value of the payment received pursuant to the RSUs. The ordinary income recognized by a recipient that is an employee or former employee will be subject to tax withholding by the company.

RSUs also can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A grant of RSUs that does not meet the requirements of Code Section 409A will result in an additional 20% tax obligation, plus penalties and interest to such recipient.

Dividends and Dividend Equivalents. Recipients of stock-based awards that earn dividends or dividend equivalents will recognize taxable ordinary income on any dividend payments received with respect to unvested and/or unexercised shares subject to such awards, which income is subject to withholding for federal income and employment tax purposes.

Cash Awards. Upon receipt of cash, the participant will have taxable ordinary income, in the year of receipt, equal to the cash received. Any cash received will be subject to tax withholding by the company.

Tax Effect for the Company. Unless limited by Section 162(m) of the Code, the company generally will be entitled to a tax deduction in connection with an award under the A&R Plan in an amount equal to the ordinary income realized by a recipient at the time the recipient recognizes such income (for example, when restricted stock is no longer subject to the risk of forfeiture), so long as the company complies with applicable reporting and withholding requirements.

The A&R Plan is not qualified under the provisions of section 401(a) of the Code and is not subject to any provisions of the Employee Retirement Income Security Act of 1974.


2023 PROXY STATEMENT			79

Proposal 5 – Ratify Appointment of Independent Registered Public Accounting Firm



What is being voted on: Ratification of the appointment of KPMG as our independent registered public accounting firm.			Board recommendation: Our Board unanimously recommends a vote FORratification of the appointment of KPMG as our independent registered public accounting firm for 2023.

General

The ARC has appointed KPMG LLP as the independent registered public accounting firm to audit the company’s consolidated financial statements for the fiscal year ending September 30, 2023, and to audit the company’s internal control over financial reporting as of September 30, 2023. Representatives of KPMG LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions.

If the proposal to ratify the appointment is not approved, the ARC will reconsider the selection of KPMG LLP as the company’s independent registered public accounting firm, but may still determine that the appointment of our independent registered public accounting firm is in the best interests of the company and its shareholders. Even if the appointment is ratified by the shareholders, the ARC, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if the ARC determines that such a change would be in the best interests of the company and its shareholders.

Fees Paid to Independent Registered Public Accounting Firm

The ARC, with the approval of the shareholders, engaged KPMG to perform an annual audit of the company’s consolidated financial statements for fiscal year 2022. The following table sets forth the approximate aggregate fees billed or expected to be billed to the company by KPMG for fiscal years 2022 and 2021 for the audit of the company’s annual consolidated financial statements and for other services rendered by KPMG.


	Fiscal Year
	2022	2021
Audit(1)	$9,401,062	$7,370,218
Audit-Related(2)	684,826	752,221
Tax(3)	230,089	756,688
All Other Fees(4)	107,054	84,230
Total	$10,423,031	$8,963,357

(1)Audit Fees represents fees for the audit of the company’s consolidated and subsidiary financial statements.

(2)Audit-Related Fees consist primarily of fees for custody rule examinations of registered investment advisors, including the issuance of an independent auditors report on controls over custody operations, an examination to report on controls applicable to our “e-folio” fixed income client application, FICCA attestations for our mutual fund customers and HUD attestations for RJ Bank.

(3)Tax Fees includes tax compliance and consulting services related to federal and state tax returns.

(4)All Other Fees consist principally of consulting services related to certain regulatory matters.

The ARC has adopted a policy for pre-approving all audit and non-audit services provided by our independent auditors. The policy is designed to ensure that the auditor’s independence is not impaired. The policy provides that, before the company engages the independent auditor to render any service, the engagement must be formally approved by the ARC. All audit and non-audit services provided to the company and its subsidiaries by KPMG during fiscal year 2022 were formally approved.


80

Proposal 5 – Ratify Appointment of Independent Registered Public Accounting Firm

Report of the Audit and Risk Committee

Members of the ARC have reviewed and discussed with management and with representatives of KPMG LLP the consolidated financial statements for fiscal 2022 contained in our Annual Report on Form 10-K and the integrated audit of the consolidated financial statements and internal control over financial reporting for fiscal 2022. In addition, the ARC has discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The ARC also received the written disclosures and the letter from KPMG LLP required by the applicable requirements of the PCAOB regarding independent auditor communications with the ARC concerning independence, and discussed with KPMG LLP their independence from us and our management, and considered their independence in connection with any non-audit services provided. The ARC also reviewed with KPMG LLP our critical accounting policies and practices and certain written communications between KPMG LLP and our management.

Based on the reviews and discussions referred to above, and in reliance on the representations of management and the independent registered public accounting firm’s report with respect to the financial statements, the ARC recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for fiscal 2022 for filing with the SEC. The Board approved the recommendation.

Management is responsible for our financial statements and the financial reporting process, including our system of internal controls. Our independent registered public accounting firm is responsible for the integrated audit of the consolidated financial statements and internal control over financial reporting in accordance with the standards of the PCAOB. The firm issues reports on our consolidated financial statements and the effectiveness of internal control over financial reporting.

The ARC members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The ARC serves a Board-level oversight role, in which it provides advice, counsel and direction to management and the independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm, and the experience of the ARC’s members in business, financial and accounting matters. In its oversight role, the ARC relies on the work and assurances of our management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm, who, in their report, express an opinion on the conformity of our annual financial statements with U.S. generally accepted accounting principles.

Benjamin C. Esty, Chair
Marlene Debel
Anne Gates
Roderick C. McGeary


2023 PROXY STATEMENT			81

Security Ownership Information

Security Ownership of Principal Shareholders

The following table sets forth the shares beneficially owned as of December 5, 2022, by each shareholder known to us to beneficially own more than 5% of the company’s outstanding shares. The percentage of ownership indicated in the following table is based on 215,813,981 shares outstanding as of December 5, 2022.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355	21,356,497	(1)	9.90	%
Thomas A. James, Chair Emeritus, Director, 880 Carillon Parkway, St. Petersburg, FL 33716	19,330,783	(2)	8.96	%
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055	18,305,137	(3)	8.48	%

(1)On February 10, 2022, The Vanguard Group, Inc., on behalf of itself and certain of its affiliates (collectively, “Vanguard”), filed a Schedule 13G/A with the SEC indicating that Vanguard had shared voting power with respect to 296,089 shares, sole dispositive power with respect to 20,599,746 shares, and shared dispositive power with respect to 756,751 shares, of our common stock as of January 31, 2022.

(2)As of December 5, 2022, Mr. James had sole voting power with respect to 19,155,903 shares, shared voting power with respect to 174,880 shares, sole dispositive power with respect to 19,155,903 shares, and shared dispositive power with respect to 174,880 shares, of our common stock. Includes 824 shares subject to RSUs that will vest within 60 days.

(3)On February 1, 2022, BlackRock, Inc., on behalf of itself and certain of its affiliates (collectively, “BlackRock”), filed a Schedule 13G/A with the SEC indicating that BlackRock had sole voting power with respect to 16,244,299 shares and sole dispositive power with respect to 18,305,137 shares of our common stock as of December 31, 2021.

Security Ownership of Management

The following table lists the shares of common stock beneficially owned as of December 5, 2022, by (1) each director and director nominee, (2) each executive officer named in the Summary Compensation Table below, and (3) all current directors, director nominees and executive officers as a group. The percentage of ownership indicated in the following table is based on 215,813,981 of the company’s shares outstanding on December 5, 2022.

Beneficial ownership has been determined according to SEC regulations and includes shares that may be acquired within 60 days after December 5, 2022, upon the vesting of RSUs. Unless otherwise indicated, all directors, director nominees and executive officers have sole voting and investment power with respect to the shares shown. No shares are pledged as security. As of December 5, 2022, no individual director, director nominee or named executive officer other than Thomas A. James, our Chair Emeritus, owned beneficially 1% or more of our shares, and our directors, director nominees and executive officers as a group owned approximately 9.46% of our outstanding shares.


82

Security Ownership Information

Common Stock Beneficially Owned


Name	Shares of Common Stock		Number of Shares Subject to Exercisable Stock Options	Number of Shares Subject to Vesting of Restricted Stock Units	Total Number of Beneficially Owned Shares	Percent of Class
Thomas A. James	19,329,959	(1)(2)	—	824	19,330,783	8.96	%
James E. Bunn	40,990	(2)	—	9,890	50,880	*
Scott A. Curtis	150,215	(2)	—	3,606	153,821	*
Marlene Debel	2,530		—	—	2,530	*
Robert M. Dutkowsky	7,823		—	—	7,823	*
Jeffrey N. Edwards	25,251		—	—	25,251	*
Tashtego S. Elwyn	66,825	(2)	—	3,090	69,915	*
Benjamin C. Esty	24,201		—	—	24,201	*
Anne Gates	9,255		—	—	9,255	*
Gordon L. Johnson	36,187		—	—	36,187	*
Roderick C. McGeary	16,761		—	—	16,761	*
Paul C. Reilly	268,884	(2)	—	38,736	307,620	*
Raj Seshadri	6,189		—	—	6,189	*
Paul M. Shoukry	16,553	(2)	—	3,638	20,191	*
Susan N. Story	44,537		—	—	44,537	*
All Directors and Executive Officers as a Group (24 persons)	20,350,694	(2)	—	75,623	20,426,317	9.46	%

*Less than 1%.

(1)Includes 174,880 shares for which Mr. James has shared voting power and shared dispositive power.

(2)Includes shares credited to Employee Stock Ownership Plan accounts.

Stock Ownership Policy for Directors and Executive Officers

The Board maintains a Directors and Executive Officers Stock Ownership Policy that stipulates the following ownership levels of shares of our common stock that non-executive directors and executive officers are required to attain within five years of their election or the policy’s most recent adoption/revision (November 21, 2019).

54Title

Holding requirement

|Valuation

What counts?

~~Raymond James Financial, Inc.~~ ~~2022 Proxy Statement~~


~~RAYMOND JAMES FINANCIAL, INC.~~ ~~880 CARILLON PARKWAY~~ ~~ST. PETERSBURG, FL 33716~~		~~VOTE BY INTERNET~~ ~~Before The Meeting~~ ~~- Go to~~ ~~www.proxyvote.com~~ ~~or scan the QR Barcode above~~ Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. (5:00 P.M. Eastern Time, February 21, 2022 for ESOP Plan participants). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ~~During The Meeting~~ ~~- Go to~~ ~~www.virtualshareholdermeeting.com/RJF2022~~
		You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed on your proxy card in hand when you access the virtual meeting room and follow the instructions. ~~ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS~~ If you would like to reduce the costs incurred by RAYMOND JAMES FINANCIAL, INC. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
		~~VOTE BY PHONE -~~ ~~1-800-690-6903~~ Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. (5:00 P.M. Eastern Time, February 21, 2022 for ESOP Plan participants). Have your proxy card in hand when you call and then follow the instructions.
		~~VOTE BY MAIL~~ ~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to RAYMOND JAMES FINANCIAL, INC., c/o Broadridge,~~ ~~51 Mercedes Way, Edgewood, NY 11717.~~


~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~
~~D63987-P64542-Z81555 KEEP THIS PORTION FOR YOUR RECORDS~~
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~ ~~DETACH AND RETURN THIS PORTION ONLY~~

~~RAYMOND JAMES FINANCIAL, INC.~~

~~The Board of Directors recommends you vote “FOR” all of~~

~~the nominees listed and “FOR” Proposals 2, 3(a), 3(b), 3(c) and 4.~~

~~Vote on Directors~~

~~1. ELECTION OF DIRECTORS~~

~~Nominees:~~

~~For~~

~~Against~~

~~Abstain~~

~~1a. Marlene Debel~~

☐

~~Vote on Proposals~~

~~For~~

~~Against~~

~~Abstain~~

~~1b. Robert M. Dutkowsky~~

☐

~~2. Advisory vote to approve executive compensation.~~

~~3. To approve the following amendments to our Articles of Incorporation:~~

~~3a. Increase the number of authorized shares;~~

~~3b. Restate or revise certain provisions governing the capital stock of the company; and~~

~~3c. Make certain miscellaneous updates.~~

~~4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm.~~

~~In their discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof.~~

~~The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Shareholder(s).~~ ~~If no direction is indicated, this proxy will be voted FOR the election of the nominees listed for the Board of Directors and FOR Proposals 2, 3(a), 3(b), 3(c) and 4~~~~. If any other matters properly come before the meeting, this proxy is authorized to vote in accordance with his judgment.~~

☐

~~1c. Jeffrey N. Edwards~~

☐

~~1d. Benjamin C. Esty~~

~~1e. Anne Gates~~

~~1f. Thomas A. James~~

☐

~~1g. Gordon L. Johnson~~

~~1h. Roderick C. McGeary~~

~~1i. Paul C. Reilly~~

~~1j. Raj Seshadri~~

~~1k. Susan N. Story~~

☐

Please sign your name(s) exactly as it appears(s) hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer.


Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date


☑	~~No fee required.~~

☐	~~Fee computed on table below per Exchange Act~~ ~~Rules 14a-6(i)(1)~~ ~~and~~ ~~0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act~~ ~~Rule 0-11~~ ~~(set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~

☐	~~Fee paid previously with preliminary materials.~~

☐	~~Check box if any part of the fee is offset as provided by Exchange Act~~ ~~Rule 0-11(a)(2)~~ ~~and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~

	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~



We put clients first. If we do what’s right for our clients, the firm will do well and we’ll all benefit.
		We act with integrity. We put others above self, and what’s right above what’s easy. We believe doing well and doing good aren’t mutually exclusive.

~~OUR MISSION~~ ~~Our business is peopleand their financial well-being.~~ ~~We are committed to helping individuals, corporations and institutions achieve their unique goals, while also developing and supporting successful professionals, and helping our communities prosper.~~	We value independence. We respect autonomy, celebrate individuality and welcome diverse perspectives, while encouraging collaboration and innovation.
			We think long term. We act responsibly, taking a conservative approach that translates into a strong, stable firm for clients, advisors, associates and shareholders.


Date and Time Thursday, February 23, 2023, 4:30 p.m. (EST) Place The meeting will be a virtual-only meeting, conducted exclusively via webcast at *www.virtualshareholdermeeting.com/~~RJF2022~~*RJF2023. There will not be a physical location for the meeting, ~~and~~so you will not be able to attend the meeting in person. Shareholders will be able to attend, vote, and submit questions (both before, and during a portion of, the meeting) virtually. Record Date December 21, 2022 (“Record Date”)

	~~AGENDA:~~	Agenda The following proposals will be voted upon: 1.
			Proposal 1: To elect the ~~eleven (11)~~ten (10) director nominees named in the Proxy Statement 2.
			Proposal 2: To hold an advisory vote on our executive compensation 3.
			Proposal 3: To hold an advisory vote on the frequency of advisory votes on executive compensation
	Proposal 4: To approve the ~~following amendments to our Articles of Incorporation:~~ ~~A. Increase the number of authorized shares;~~ ~~B. Restate or revise certain provisions governing the capital stock of the company;~~Amended and ~~C. Make certain updates and improvements~~ 4. Restated 2012 Stock Incentive Plan
	Proposal 5: To ratify our independent registered public accounting firm for fiscal ~~2022~~ 5. 2023
			Other: To act on any other business that may properly come before the meeting


~~RECORD DATE:~~			~~December 22, 2021 (“Record Date”)~~
Who Can ~~Vote:~~		Vote Shareholders of record on the Record Date

Who Can ~~Attend:~~	Attend All shareholders are invited to attend the Annual Meeting. To attend the meeting at ~~www.virtual shareholdermeeting.com/RJF2022~~www.virtualshareholdermeeting. com/RJF2023, you must enter the control number on your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card or voting instruction form. The virtual meeting room will open at 4:15 p.m. (EST).

Date of ~~Mailing:~~	Mailing A Notice or the Proxy Statement, ~~2021~~a 2022 Annual Report to Shareholders, and a form of proxy are first being sent to shareholders and participants in our Employee Stock Ownership Plan on or about January ~~12, 2022~~ 11, 2023.


~~Letter from our Chairman and CEO~~
~~Notice of 2022 Annual Meeting of Shareholders~~
~~Our Company~~			1
~~Corporate Governance~~			2
~~Item 1. - Election of Directors~~			2
*~~Our Directors~~*			2
*~~Director Independence~~*			2
~~Board Structure and Governance Practices~~			9
*~~Role of the Board~~*			9
*~~Corporate Governance Principles~~*			9
*~~The Board’s Role in Risk Oversight~~*			9
*~~Board Composition and Skills~~*			10
*~~Director Qualifications~~*			11
*~~Nominating Process and Succession Planning~~*			11
*~~Nominations by Shareholders~~*			12
*~~Election of Directors~~*			12
*~~Director Tenure~~*			13
*~~Board Leadership Structure~~*			13
*~~Lead Independent Director~~*			13
*~~Code of Ethics and Directors’ Code~~*			14
*~~Engagement with Shareholders~~*			14
*~~Executive Sessions~~*			15
*~~Committee Membership and Meetings~~*			15
*~~Audit and Risk Committee~~*			16
*~~Corporate Governance, Nominating and Compensation Committee~~*			16
*~~Securities Repurchase Committee~~*			17
*~~Securities Offerings Committee~~*			17
*~~Meeting Attendance~~*			17
*~~Management Succession Planning~~*			17
*~~Reorganization of Board Committees~~*			17
~~Director Compensation~~			20
*~~Director Compensation Table for 2021~~*			21
*~~Stock Ownership Policy for Directors and Executive Officers~~*			22
~~Compensation Matters~~			24
~~Compensation Discussion and Analysis~~			24
*~~Introduction~~*			24
*~~Objectives of our Compensation Program~~*			24
*~~Performance Factors for Executive Officers~~*			25
*~~Use of Equity Compensation~~*			25
*~~Performance RSU Vesting Based on Adjusted Average ROE with rTSR Adjustment~~*			26
*~~Our Compensation Practices~~*			28
*~~Consideration of Prior ‘‘Say-on-Pay’’ Vote~~*			29
*~~Elements of Compensation~~*			30
*~~Fiscal 2021 Company Performance Highlights~~*			31
*~~Use of Compensation Consultants~~*			32
*~~Peer Group Comparisons~~*			33
*~~Changes to our Compensation Practices~~*			33
~~2021 Compensation Decisions~~			34


x						No fee required
o						Fee paid previously with preliminary materials
o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


OUR VISION Our vision is to be a financial services firm as unique as the peoplewe serve,, transforming lives, businesses and communities through the power of personal relationships and professional advice.			OUR MISSION Our business is people and their financial well-being. We are committed to helping individuals, corporations and institutions achieve their unique goals, while also developing and supporting successful professionals, and helping our communities prosper.

	~~Thursday, February 24, 2022~~

~~TIME:~~2023 PROXY STATEMENT		3

	~~4:30 p.m. (EST)~~

~~PLACE:~~		Susan N. Story Lead Independent Director



Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to beBe Held on February ~~24, 2022:~~				23, 2023: The Proxy Statement, ~~2021~~the 2022 Annual Report to Shareholders and the form of proxy card are available online at www.raymondjames.com/investor-relations/news-and-events/~~shareholders-meeting.~~shareholders-meeting .


		~~By Order of the Board of Directors,~~
		~~Jonathan N. Santelli, General Counsel and Secretary~~
~~January 12, 2022~~


~~2021 Compensation Tables~~Letters from Leadership		44	3
Notice of 2023 Annual Meeting of Shareholders	5
Company Highlights	7
Proxy Summary	10

Proposal 1 – Election of Directors	18
Our Directors	18
Board Non-Executive Nominees - Composition and Skills	18
Director Biographies	20
Election of Directors	25
Director Independence	25
Director Tenure	25
Nominating Process and Succession Planning	26
Nominations by Shareholders	26
Corporate Governance	27
Role of the Board	27
Corporate Governance Principles	27
Board Leadership Structure	28
Board Committees	29
Meetings and Attendance	31
Director Education and Orientation	31
Board Evaluations	32
Key Areas of Board Oversight	33
Director Compensation	38

Proposal 2 – Advisory Vote on Executive Compensation	40
Compensation Discussion & Analysis	41
Compensation-Setting Process	41
Objectives of O ur Compensation Program	47
Changes to Our Executive Officer CompensationPractices	47
Principal Elements of Executive Compensation	48
Base Salaries	48
Annual Bonus	49
Use of Equity Compensation	50
Other Benefits	53


2022 Compensation Decisions	53
Components of Total Direct Compensation	59
Summary Compensation Table for Fiscal ~~2021~~2022			44	60
*All Other Compensation Table for Fiscal ~~2021~~2022*			45	61
*Grants of Plan Based Awards for Fiscal ~~2021~~2022*			46	62
*Outstanding Equity Awards at Fiscal Year End for ~~2021~~2022*			47	63
*Option Exercises and Stock Vested for Fiscal ~~2021~~2022*			49	65
*Nonqualified Deferred Compensation for Fiscal ~~2021~~2022*			50	66
*Potential Payments ~~Upon~~u pon Termination or Change in Control for Fiscal ~~2021~~2022*			51	67
~~2021~~ 2022 CEO Pay Ratio			53	69
Other Compensation Policies	69
Income Deduction Limitations under Section 162(m)	70
Report of the ~~Corporate Governance, Nominating~~Compensation and ~~Compensation~~Talent Committee			54	70

~~Item 2. -~~Proposal 3 – Advisory Vote on ~~Executive Compensation (“Say-on-Pay”)~~Frequency of Say-on-Pay Vote			55	71
~~Item 3. - Proposals to Amend the Company’s Articles of Incorporation~~			56
Proposal 4 – Approval of th e Amended and Restated 2012 Stock Incentive Plan	72

Proposal 5 – Ratify Appointment of Independent Registered Public Accounting Firm	80

Security Ownership Information	82
Political Contributions Disclosure	85
Relationships and Related Transactions			6185
~~Related Person Transaction Policy~~		63
~~Equity Compensation Plan Information~~	64
~~Audit Matters~~	65
~~Item 4. - Ratify Appointment of Independent Registered Public Accounting Firm~~	65
~~Security Ownership Information~~	67
*~~Security Ownership of Principal Shareholders~~*	67
*~~Stock Ownership Policy~~*	67
*~~Security Ownership of Management~~*	68
*~~Delinquent Section 16(a) Reports~~*	69
Questions and Answersa bout the Annual Meeting		7087
Additional Information			7693
Appendix A –	95
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)			~~A-1~~	95
Appendix B –	99
Amended and Restated ~~Articles of Incorporation~~2012 Stock Incentive Plan			~~B-1~~	99


in millions, except per share amounts	2022	2021	% Change
Net Revenues	$11,003	$9,760	13%
Net Income Available to Common Shareholders	$1,505	$1,403	7%
Earnings per Common Share (Diluted)	$6.98	$6.63	5%
Common Shareholders’ Equity Attributable to RJF	$9,338	$8,245	13%
Common Shares Outstanding(1)	215.1	205.7	5%
Book Value per Share	$43.41	$40.08	8%



			Proposal 1

			Election of Directors


			The Board recommends a vote FOReach director nominee.			See page 18


			Chair
			Member


			62.8 average age


			56-72 age range


				Director Since	Committee Membership
Name and Primary Occupation		Independent	Age		ARC	CG&ESG	C&T	CPC
	Marlene Debel Executive Vice President and Chief Risk Officer, MetLife, Inc.		56	2020
	Robert M. Dutkowsky Former Chief Executive Officer and Executive Chairman, Tech Data Corporation		68	2018
	Jeffrey N. Edwards Chief Operating Officer, New Vernon Advisers, LP		61	2014
	Benjamin C. Esty Professor of Business Administration, Harvard University Graduate School of Business Administration		60	2014
	Anne Gates Former President, MGA Entertainment, Inc.		63	2018
	Thomas A. James Chair Emeritus and former Chief Executive Officer		80	1974
	Gordon L. Johnson President, Highway Safety Devices, Inc.		65	2010
	Roderick C. McGeary Former Chairman, Co-President and Co-Chief Executive Officer, Tegile Systems, Inc.		72	2015
	Paul C. Reilly Chair and Chief Executive Officer		68	2006
	Raj Seshadri President, Data and Services, Mastercard Incorporated		57	2019


ARC			Audit and Risk Committee
CG&ESG			Corporate Governance and ESG Committee


C&T			Compensation and Talent Committee
CPC			Capital Planning Committee


Board Independence and Qualifications			•Nine of our current 11 directors, and eight of our 10 director nominees, are non-executive directors who have been deemed independent under Securities and Exchange Commission ("SEC") and New York Stock Exchange ("NYSE") rules •All of our Board committees other than the CPC are composed exclusively of independent directors •Nominees to our Board may not serve on more than three (3) other public company boards
Board Diversity and Refreshment			•38% of our non-executive director nominees are people of color •38% of our non-executive director nominees are women •Non-executive directors are normally expected to serve for no more than 12 years
Accountability			•Directors are elected for one-year terms •Directors must receive a majority vote of our shareholders to be re-elected •Special meetings of shareholders may be called by holders of 10% or more of our common shares •Our shareholders may act by written consent in lieu of a meeting •We do not maintain a shareholder rights plan, or “poison pill” •We maintain a Director Code of Conduct applicable to the Board •A robust compensation recoupment (“clawback”) policy applicable to executive officers, with triggers including materially imprudent judgment causing financial or reputational harm
Lead Independent Director			•A lead independent director, selected by our independent directors, operates pursuant to a separate written charter •Duties include presiding over executive sessions, recommending agenda topics, facilitating annual self-evaluation of Board and its committees, assisting in performance evaluation of our CEO, and CEO succession planning
Board Oversight of Risk Management			•Our Board exercises oversight of management’s responsibilities to assess and manage our key risks, including cybersecurity risks •The Board has delegated aspects of its oversight responsibility to its principal committees •The Board recently split its committees in order to further enhance subject matter oversight in certain focus areas
Board Practices			•Our Board and committees annually review their effectiveness with a questionnaire and confidential one-on-one interviews coordinated by the lead independent director, who reports on results in person to the Board •Evaluation includes review of individual director contributions to Board functioning by each other director •The Board continually adjusts its nomination criteria, with the goal that the Board continues to reflect an appropriate mix of skills and experience
Executive Sessions			•Non-executive directors hold executive sessions without management present at least four times per year •The lead independent director presides over these executive sessions •Each major Board committee generally holds executive sessions at regularly scheduled meetings
Share Ownership Requirements and Trading Limitations			•Robust stock ownership policy requires directors and executive officers to maintain meaningful ownership levels in our stock •Policy restricts trading by directors and executive officers and prohibits certain types of transactions, including use of options, short sales, hedging and pledging of our stock



			Proposal 2 Advisory Vote on Executive Compensation
			The Board recommends a vote FORthis proposal.			See page 40


Type	Pay Element	Purpose	Link to Strategy
	Base Salary	•Provides base level of pay	•Competitive salaries attract and retain key talent
	Annual Bonus - Cash	•Provides competitive incentive opportunity	•Rewards executives who achieve strategic and financial goals that are important for creating shareholder value •Attracts and retains key talent
	Annual Bonus - Equity	•Aligns executives with shareholder interests •Time-vesting awards encourage retention by vesting at end of 3-year period •Performance vesting awards depend on company’s achievement of adjusted return on common equity ("Adjusted ROE")(1) and relative total shareholder return ("rTSR") thresholds, thus further aligning executives with long-term shareholder interests	•Time-vesting awards serve as a long-term retention tool •Performance-vesting awards encourage executives to focus on key financial metrics where final payout is dependent on company performance and stock price growth
	Retention Awards - RSUs	•Aligns executives with shareholder interests •Encourages retention by longer vesting period	•Serves as a long-term retention tool and further aligns our executives with our shareholders
	Retirement Plan Contributions	•Profit Sharing, Employee Stock Ownership Plan ("ESOP") and Long-Term Incentive Plan ("LTIP") align executives with shareholder interests since contributions are based on company financial results. 401(k) Plan facilitates retirement savings.	•Provide competitive benefits package and further aligns executives with our shareholders



			Proposal 3 Advisory Vote on Frequency of Say-on-Pay Vote
			The Board recommends a vote for "every year" onthis proposal.			See page 71



			Proposal 4 Approval of the Amended and Restated 2012 Stock Incentive Plan
			The Board recommends a vote FORthis proposal.			See page 72



			Proposal 5 Ratify Appointment of Independent Registered Public Accounting Firm
			The Board recommends a vote FORthis proposal.			See page 80


~~Marlene Debel,~~ 55 ~~Non-Executive~~ ~~Director~~ ~~Director Since:~~ ~~2020~~ ~~RJF Committees~~ ~~• Audit and Risk~~ ~~Other Public Directorships~~ ~~• Current: None~~ ~~• Former (past 5 years): None~~						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						• *~~Finance and risk management experience:~~* ~~Deep knowledge of finance and more than three decades of experience in financial, strategic and risk management~~ • *~~Financial services management and leadership:~~* ~~Proven business leader who has helped guide organizations through periods of significant growth and change~~
						~~CAREER HIGHLIGHTS~~ ~~• MetLife, Inc., a leading global provider of insurance, annuities, employee benefits and asset management services~~ ~~• Executive Vice President and Chief Risk Officer (2019 – present)~~ ~~• Executive Vice President and Head of Retirement & Income Solutions (2018 – 2019)~~ ~~• Executive Vice President and Chief Financial Officer, U.S. Business (2016 – 2018)~~ ~~• Executive Vice President and Treasurer (2011 – 2016)~~ ~~• Global Head of Liquidity Risk Management and Rating Agency Relations, Bank of America (2009 – 2011)~~ ~~• Assistant Treasurer, Merrill Lynch & Co., Inc. (2007-2008)~~ ~~OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT~~ ~~• Member, Board of Directors, Women’s Forum of New York~~ ~~• Foundation Board Member, LaGuardia Community College~~


~~Robert M. Dutkowsky,~~ 67 ~~Non-Executive~~ ~~Director~~ ~~Director Since:~~ ~~2018~~ ~~RJF Committees~~ ~~• CGN&C~~ ~~Other Public Directorships~~ ~~• Current: U.S. Foods Holding Corp.; Pitney Bowes; The Hershey Company~~ ~~• Former (past 5 years): Tech Data Corporation (2006-2020)~~						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						• *~~Technology and technology risks:~~* More than 40 years of experience in the information technology industry, including senior executive positions in sales, marketing and channel distribution with leading manufacturers and software publishers • *~~Corporate governance and leadership:~~* ~~Valuable governance perspectives from substantial senior executive leadership roles and experience as a board member and chair of several public and private companies~~
						~~CAREER HIGHLIGHTS~~ ~~• Tech Data Corporation, a multinational IT products and services distribution company~~ ~~• Executive Chairman (2017 – 2020)~~ ~~• Chief Executive Officer (2006 – 2018)~~ ~~• President, Chief Executive Officer, and Chairman, Egenera, Inc., a multinational cloud manager and data center infrastructure automation company (2004 – 2006)~~ ~~• President, Chief Executive Officer and Chairman, J.D. Edwards & Co., Inc. an enterprise resource planning (ERP) software company (2002 – 2004)~~ ~~• President, Chief Executive Officer and Chairman, GenRad, Inc., a manufacturer of electronic automatic test equipment and related software (2000 – 2002)~~ ~~OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT~~ ~~• Board of Directors, United Way Suncoast~~ ~~• Board of Directors, First Tee of Tampa Bay~~ ~~• Board of Directors, Moffitt Research Committee~~ ~~• Advisory Board, University of South Florida Business School~~ ~~• Board of Trustees, University of Tampa~~


~~Jeffrey N. Edwards,~~ 60 ~~Non-Executive~~ ~~Director~~ ~~Director Since:~~ ~~2014~~ ~~RJF Committees~~ ~~• CGN&C~~ ~~• Securities Repurchase Committee~~ ~~• Securities Offerings Committee~~ ~~Other Public Directorships~~ ~~• Current: American Water Works Company, Inc.~~ ~~• Former (past 5 years): None~~						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						• *~~Financial services industry:~~* ~~More than two decades of capital markets and corporate finance experience at a global financial services firm~~ • *~~Review and preparation of financial statements:~~* ~~Experience as CFO of large financial services company provides valuable insights to our Board~~
						~~CAREER HIGHLIGHTS~~ ~~• Chief Operating Officer, New Vernon Advisers, LP, a registered investment advisor (2009 – present)~~ ~~• Merrill Lynch & Co., Inc., a global financial services company~~ ~~• Vice Chairman (2007 – 2009)~~ ~~• Chief Financial Officer (2005 – 2007)~~ ~~• Head of Investment Banking for the Americas (2004 – 2005)~~ ~~• Head of Global Capital Markets and Financing (2003 – 2005)~~ ~~• Co-head~~ ~~of Global Equities (2001 – 2003)~~ ~~OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT~~ ~~• Director, The NASDAQ Stock Market (2004 – 2006)~~ ~~• Director, Medusind, Inc., a medical billing company (2012 – 2019)~~


~~Benjamin C. Esty,~~ 59 ~~Non-Executive~~ ~~Director~~ ~~Director Since:~~ ~~2014~~ ~~RJF Committees~~ ~~• Audit and Risk (Chair since 2014)~~ ~~Other Public Directorships~~ ~~• Current: None~~ ~~• Former (past 5 years): None~~						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						• *~~Finance, investment and risk management:~~* Extensive knowledge of finance and deep experience in the mutual fund/investment management business, including evaluation of fund performance, investment strategies, acquisition analysis, valuation analysis, trading, and risk management • *~~Financial services industry:~~* ~~Provides valuable insight to the company’s investment banking, commercial banking, and asset management businesses, as well as its own financing activities~~ • *~~Executive leadership development:~~* ~~Experience in leadership development assists Board in oversight of management succession~~
						~~CAREER HIGHLIGHTS~~ ~~• Harvard University Graduate School of Business Administration~~ ~~• Professor of Business Administration teaching corporate finance, corporate strategy and leadership (1993 – present)~~ ~~• Roy and Elizabeth Simmons Professor of Business Administration (with tenure, 2005 – present)~~ ~~• Head of the Finance Department (2009 – 2014)~~ ~~• Founding faculty Chairman, General Management Program (GMP), a comprehensive leadership program for senior executives~~ ~~OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT~~ ~~• Director and Chair of Audit and Risk Committee, Harvard Business Publishing Group, a~~ ~~not-for-profit~~ ~~education company~~ ~~• Eaton Vance family of mutual funds~~ ~~• Independent Trustee (2005 – 2013)~~ ~~• Chairman, Portfolio Management Committee (2008 – 2013)~~ ~~• Director, Harvard University Employees Credit Union (1995 – 2001)~~ ~~• Member, Finance Committee~~ ~~• Finance and Investment Committee, Deaconess Abundant Life Communities, a~~ ~~not-for-profit~~ ~~continuing care retirement community (2017 – present)~~ ~~• Member of the Advisory Board, The GEM Group (2021 – present), a private seller of promotional products~~


~~Anne Gates,~~ 62 ~~Non-Executive~~ ~~Director~~ ~~Director Since:~~ ~~2018~~ ~~RJF Committees~~ ~~• Audit and Risk~~ ~~Other Public Directorships~~ ~~• Current: The Kroger Company; Tapestry, Inc.~~ ~~• Former (past 5 years): None~~						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						• *~~Retail and consumer products insight:~~* ~~Over 25 years’ experience in retail and consumer products industry~~ • *~~International business and growth markets:~~* ~~Broad business background in finance, marketing, strategy and business development, including growing international businesses~~
						~~CAREER HIGHLIGHTS~~ ~~• President, MGA Entertainment, Inc., a developer, manufacturer and marketer of toy and entertainment products for children (2014 – 2017)~~ ~~• The Walt Disney Company, a diversified multinational mass media and entertainment conglomerate (1991 – 2012)~~ ~~• Executive Vice President, Chief Financial Officer—Disney Consumer Products (2000 – 2007, 2009 – 2012)~~ ~~• Managing Director—Disney Consumer Products Europe and Emerging Markets (2007 – 2009)~~ ~~• Senior Vice President of Operations, Planning and Analysis (1998 – 2000)~~ ~~OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT~~ ~~• Board of Directors, Cynosure (2020 – present)~~ ~~• Board of Trustees, University of California, Berkley Foundation (2016 – present)~~ ~~• Board of Directors, Salzburg Global Seminar (2018 – present)~~ ~~• Board of Directors, CADRE~~ ~~• Board of Trustees, PBS SoCal~~ ~~• Board of Trustees, Packard Foundation (2020 – present)~~ ~~• Board of Visitors, Columbia University Engineering School (2021 – present)~~


~~Thomas A. James,~~ 79 ~~Director – Chairman Emeritus~~ ~~Director Since:~~ ~~1970~~ ~~RJF Committees~~ ~~• Securities Repurchase Committee~~ ~~• Securities Offerings Committee~~ ~~Other Public Directorships~~ ~~• Current: None~~ ~~• Former (past 5 years): None~~						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						• *~~Engaged and motivating leader who embodies our firm’s culture:~~* ~~Former Chairman and Chief Executive Officer of our company, with a unique understanding of our businesses and the financial services industry~~ • *~~Entrepreneurial mindset:~~* ~~Perspective of an entrepreneur who led the growth of the company founded by his father~~ • *~~Lifelong commitment:~~* ~~A deep, personal commitment to our company, exemplified by more than 50 years of service~~ • *~~Shareholder advocate:~~* ~~His large stock ownership position ensures that his interests are strongly aligned with those of our other shareholders~~
						~~CAREER HIGHLIGHTS~~ ~~• Raymond James Financial, Inc.~~ ~~• Chairman Emeritus (2017 – present)~~ ~~• Chairman of the Board (1983 – 2017)~~ ~~• Chief Executive Officer (1970 – 2010)~~ ~~OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT~~ ~~• Financial Services Roundtable (2000 – present)~~ ~~• Chairman (2007)~~ ~~• Former Chairman, The Florida Council of 100~~ ~~• Former Chairman, Securities Industry and Financial Markets Association (SIFMA)~~ ~~• Certified Financial Planner (1978 – present)~~ ~~• Member, Board of Trustees, The Salvador Dalí Museum (1987 – present)~~ ~~• Founder and Chairman, The James Museum of Western and Wildlife Art (2018 – present)~~ ~~• Chairman, Chi Chi Rodriguez Youth Foundation (2006 – present)~~ ~~• Former Director, International Tennis Hall of Fame~~


~~Gordon L. Johnson,~~ 64 ~~Non-Executive~~ ~~Director~~ ~~Director Since:~~ ~~2010~~ ~~RJF Committees~~ ~~• CGN&C (Chair since 2018)~~ ~~• Director of Raymond James Bank since 2007~~ ~~Other Public Directorships~~ ~~• Current: None~~ ~~• Former (past 5 years): None~~						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						• *~~Banking and financial services:~~* ~~Over 23 years of experience with unaffiliated banks~~ • *~~RJ Bank insights:~~* ~~Fourteen years as a director of Raymond James Bank, a significant part of our business~~ • *~~Entrepreneurial experience:~~* ~~Perspective of an entrepreneur and consumer of business-related financial services~~
						~~CAREER HIGHLIGHTS~~ ~~• President, Highway Safety Devices, Inc., a full service specialty contractor (2004 – present)~~ ~~• Bank of America Corporation, a multinational investment bank and financial services company~~ ~~• Various managerial and executive positions (1992 – 2002)~~ ~~OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT~~ ~~• Director, Florida Transportation Builders Association (2007 – 2016)~~ ~~• Director, Santa Fe Healthcare (2008 – 2014)~~


~~Roderick C. McGeary,~~ 71 ~~Non-Executive Director~~ ~~Director Since:~~ ~~2015~~ ~~RJF Committees~~ ~~• Audit and Risk~~ ~~Other Public Directorships~~ ~~• Current: Cisco Systems, Inc.; PACCAR Inc.~~ ~~• Former (past 5 years): None~~						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						• *~~Review and preparation of financial statements:~~* ~~Deep accounting and auditing knowledge acquired through many years with a large public accounting firm~~ • *~~Leadership and governance:~~* ~~Decades of board and leadership experience involving multiple industries~~ • *~~Technology and technology risks:~~* ~~Leadership experience with global technology companies~~
						~~CAREER HIGHLIGHTS~~ ~~• Chairman, Tegile Systems, Inc., a manufacturer of flash storage arrays (2010 – 2012)~~ ~~• BearingPoint, Inc., a multinational management and technology consulting firm~~ ~~• Chairman (2004 – 2009)~~ ~~• Interim Chief Executive Officer (2004 – 2005)~~ ~~• Co-President~~ ~~and~~ ~~Co-Chief~~ ~~Executive Officer (1999 – 2000)~~ ~~• Chief Executive Officer, Brience, Inc., a provider of software that enables companies to personalize customer experiences through broadband or wireless devices (2000 – 2002)~~ ~~• Managing Director, KPMG Consulting LLC, a management consulting firm (April – June 2000)~~ ~~• KPMG LLP, the U.S. member of a global network of professional firms providing audit, tax and advisory services~~ ~~• Co-Vice~~ ~~Chairman of Consulting (1997 – 1999)~~ ~~• Audit Partner for various technology clients (1980 – 1988)~~ ~~OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT~~ ~~• Certified Public Accountant~~


~~Paul C. Reilly,~~ 67 ~~Chairman and Chief Executive Officer~~ ~~Director Since:~~ ~~2006~~ ~~RJF Committees~~ ~~• Securities Repurchase Committee~~ ~~• Securities Offerings Committee~~ ~~Other Public Directorships~~ ~~• Current: None~~ ~~• Former (past 5 years): None~~						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						• *~~Strong leader, with prior public company CEO experience:~~* ~~Prior experience as chief executive officer of two complex, global organizations (one of which was a public company) brings a perspective to the Board beyond the financial services industry~~ • *~~Auditing and strategic consulting perspective:~~* ~~Background as a CPA and financial services consultant~~ • *~~Leadership continuity:~~* ~~Previous service on our Board provides continuity with prior senior management~~
						~~CAREER HIGHLIGHTS~~ ~~• Raymond James Financial, Inc.~~ ~~• Chairman (2017 – present)~~ ~~• Chief Executive Officer (2010 – present)~~ ~~• President (2009 – 2010)~~ ~~• Non-executive~~ ~~Director (2006 – 2009)~~ ~~• Chair, Audit Committee (2008 – 2009)~~ ~~• Korn Ferry International, a global organizational consulting firm~~ ~~• Executive Chairman (2007 – 2009)~~ ~~• Chairman and Chief Executive Officer (2001 – 2007)~~ ~~• Chief Executive Officer, KPMG International, a global network of professional firms providing audit, tax and advisory services(1998 – 2001)~~ ~~• National Managing Partner, Financial Services, KPMG LLP, the U.S. member of a global network of professional firms providing audit, tax and advisory services (1995 – 1998)~~ ~~OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT~~ ~~• Member, Board at Large, Securities Industry and Financial Markets Association (SIFMA)~~ ~~• Member, Board of Directors, American Securities Association~~ ~~• Member, Board of Directors, National Leadership Roundtable~~ ~~• Former Member, The Florida Council of 100~~ ~~• Former Member, Financial Services Roundtable~~ ~~• Former Director, United Way Suncoast~~ ~~• Cabinet Member and former Chairman, Tampa Heart Walk and Heart Ball for the American Heart Association~~ ~~• Member, The University of Notre Dame Business Advisory Council~~ ~~• Trustee, House of Prayer Foundation~~


~~Raj Seshadri,~~ 56 ~~Non-Executive~~ ~~Director~~ ~~Director Since:~~ ~~2019~~ ~~RJF Committees~~ ~~• Audit and Risk~~ ~~Other Public Directorships~~ ~~• Current: None~~ ~~• Former (past 5 years): None~~						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						~~KEY EXPERIENCE AND QUALIFICATIONS~~
						• *~~Financial services management:~~* ~~Brings to our Board a rare combination of skills and experience from her roles at global brands in marketing, sales, business strategy, asset management, wealth management, and~~ ~~business-to-business~~ ~~partnerships~~
						~~CAREER HIGHLIGHTS~~ ~~• President, Data and Services, Mastercard Incorporated, a global payments and technology company (2020 – present)~~ ~~• President, U.S. Issuers, Mastercard Incorporated, a global payments and technology company (2016 – 2020)~~ ~~• BlackRock, Inc., a global asset manager~~ ~~• Managing Director, Head of iShares Wealth Advisory (2014 – 2015)~~ ~~• Managing Director, Global Chief Marketing Officer for iShares (2012 – 2013)~~ ~~• Citigroup, Inc., a global financial institution~~ ~~• Managing Director, Head of CitiBusiness for Citibank (2010 – 2012)~~ ~~• Managing Director, Global Head of Strategy (2008 – 2009)~~ • Various positions at U.S. Trust Company, a private wealth advisory firm (2006 – 2008), McKinsey & Company, a global strategy consulting firm (1994 – 2006) and AT&T Bell Laboratories, a research and development organization (1992 – 1993) ~~OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT~~ ~~• Trustee, Mount Holyoke College (2017 – present)~~ ~~• Member, Global Board, American India Foundation (2019 – present)~~ ~~• Member, Management Board, Stanford Graduate School of Business (2017 – 2020)~~ ~~• Adjunct Professor, Columbia University Graduate School of Business (2012 – 2017)~~ ~~• David Rockefeller Fellow (2017 – 2018)~~

What is being
voted on:Election
to our Board
of 1110 director
nominees.

Board recommendation:After a review of the individual qualifications and experience of each of our director nominees and his or her contributions to our Board, our Board determined unanimously to recommend that shareholders vote ~~“FOR”~~“FOR” all of our director nominees.