Compensation Plans

12 Months Ended

Nov. 30, 2021

Jefferies sponsors our following share-based compensation plans: Equity Compensation Plan, Employee Stock Purchase Plan (“ESPP”) and the Deferred Compensation Plan (“DCP”). The outstanding and future share-based awards relating to these plans relate to Jefferies common shares. The fair value of share-based awards is estimated on the date of grant based on the market price of the underlying common stock less the impact of market conditions and selling restrictions subsequent to vesting, if any, and is amortized as compensation expense over the related requisite service periods. We are allocated costs associated with awards granted to our employees under such plans.

In addition, we sponsor non-share-based compensation plans. Non-share-based compensation plans sponsored by us include a profit sharing plan and other forms of restricted cash awards.

The components of total compensation costs associated with certain of our compensation plans are as follows (in millions):


	Year Ended November 30,
	2021		2020		2019
Components of compensation costs:
Restricted cash awards (1)	$	375.5	$	474.3	$	314.7
Stock options and Stock appreciation rights	41.3		—		—
Restricted stock and RSUs (2)	17.6		25.2		26.7
Profit sharing plan	7.8		7.8		7.2
Total compensation costs	$	442.2	$	507.3	$	348.6

(1)Amounts include costs related to the accelerated amortization of certain cash-based awards, which were amended to remove any service requirements for vesting in the awards, which amounted to $188.3 million and $179.6 million for the years ended November 30, 2021 and 2020, respectively.

(2)Total compensation costs associated with restricted stock and restricted stock units (“RSUs”) include the amortization of sign-on, retention and senior executive awards, less forfeitures and clawbacks. Additionally, we recognize compensation costs related to the discount provided to employees in electing to defer compensation under the DCP. These compensation costs were approximately $0.4 million, $0.3 million and $0.4 million for the years ended November 30, 2021, 2020 and 2019, respectively.

Remaining unamortized amounts related to certain compensation plans at November 30, 2021 are as follows (dollars in millions):


	Remaining Unamortized Amounts		Weighted Average Vesting Period (in Years)
Non-vested share-based awards	$	18.8	2
Restricted cash awards	197.7		3
Total	$	216.5

The following are descriptions of the compensation plans:

Equity Compensation Plan. On March 25, 2021, a new Equity Compensation Plan (the “ECP”) was approved by Jefferies’ shareholders. The ECP replaced the Incentive Compensation Plan (“Incentive Plan”) and no further awards will be granted under the replaced plan. The Incentive Plan allowed for awards in the form of incentive stock options (within the meaning of Section 422 of the Internal Revenue Code), nonqualified stock options, stock appreciation rights, restricted stock, unrestricted stock, performance awards, RSUs, dividend equivalents or other share-based awards. The ECP is an omnibus plan authorizing a variety of equity award types, as well as cash incentive awards, to be used for employees, non-employee directors and other service providers. Restricted stock awards are grants of common shares that require service as a condition of vesting. RSUs give a participant the right to receive shares if service or performance conditions are met, and which may specify an additional deferral period allowing a participant to hold an interest tied to common stock on a tax deferred basis. Prior to settlement, RSUs carry no voting or dividend rights associated with the stock ownership, but dividend equivalents are accrued to the extent there are dividends declared on the underlying common shares as cash amounts or as deemed reinvestments in additional RSUs. Awards issued and outstanding related to the ECP and Incentive Plan relate to shares of Jefferies.

Restricted stock and RSUs may be granted to new employees as “sign-on” awards, to existing employees as “retention” awards and to certain executive officers as incentive awards. Sign-on and retention awards are generally subject to annual ratable vesting over a multi-year service period and are amortized as compensation expense on a straight-line basis over the service period. Restricted stock and RSUs are granted to certain senior executives and may contain market, performance and/or service conditions. Market conditions are incorporated into the grant-date fair value of senior executive awards using a Monte Carlo valuation model. Compensation expense for awards with market conditions is recognized over the service period and is not reversed if the market conditions are not met. Awards with performance conditions are amortized over the service period if and to the extent it is determined to be probable that the performance condition will be achieved. If awards are forfeited due to failure to achieve performance conditions or failure to satisfy service conditions, any previously recognized expense for such awards is reversed.

Employee Stock Purchase Plan. There is also an ESPP which we consider noncompensatory effective January 1, 2007. The ESPP allows eligible employees to make payroll contributions that are used to acquire shares of Jefferies’ stock, generally at a discounted price.

Deferred Compensation Plan. There is also a DCP, which was established in 2001. Eligible employees are able to defer compensation on a pre-tax basis, with deferred amounts deemed invested at a discount in Jefferies common shares, or by allocating among any combination of other investment funds available under the DCP. We often invest directly, as a principal, in investments corresponding to the other investment funds, relating to our obligations to perform under the DCP. The compensation deferred by our employees is expensed in the period earned. The change in fair value of our investments in assets corresponding to the specified other investment funds are recognized in Principal transactions revenues and changes in the corresponding deferred compensation liability are reflected as Compensation and benefits expense in our Consolidated Statements of Earnings.

Profit Sharing Plan. We have a profit sharing plan, covering substantially all employees, which includes a salary reduction feature designed to qualify under Section 401(k) of the Internal Revenue Code.

Restricted Cash Awards. We provide compensation to new and existing employees in the form of loans and/or other cash awards which are subject to ratable vesting terms with service requirements. We amortize these awards to compensation expense over the relevant service period, which is generally considered to start at the beginning of the annual compensation year.