8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 19, 2024

Date of Report (date of earliest event reported)

RAYMOND JAMES FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Florida	1-9109		59-1517485
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
880 Carillon Parkway	St. Petersburg	Florida	33716
(Address of principal executive offices)			(Zip Code)

(727) 567-1000

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	RJF	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock	RJF PrB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

President

On March 19, 2024, the Board of Directors of Raymond James Financial, Inc. (the “Company”) appointed Chief Financial Officer Paul M. Shoukry (40) as President of the Company, effective March 19, 2024. The Company noted that it expects Mr. Shoukry to be named Chief Executive Officer upon Paul C. Reilly’s eventual retirement from the role following a transition period. Mr. Shoukry will continue to serve as Chief Financial Officer until he assumes the role of Chief Executive Officer.

In his role as Chief Financial Officer, Mr. Shoukry is responsible since January 2020 for the overall financial management of the company, including balance sheet management, financial reporting, investor relations, corporate development, corporate tax, cash management, regulatory reporting, and financial planning and analysis. He oversees the firm’s Bank segment, is a member of the firm’s Executive Committee, and serves on the boards of subsidiaries Raymond James & Associates and TriState Capital Bank. Previously, Mr. Shoukry served from February 2018 as treasurer and from January 2017 as senior vice president of finance and investor relations, overseeing the firm's capital and liquidity planning, stress testing, debt issuance, cash management, broker/dealer regulatory reporting, investor relations and financial planning and analysis functions. He is a member of the Company’s Asset-Liability Committee, Capital Planning Committee, Enterprise Risk Management Committee and Disclosure Committee. Mr. Shoukry, a vice president since July 2012, joined the Company in its Assistant to the Chairman program in 2010. Prior to joining the Company, Mr. Shoukry was a commercial banker and management consultant. Mr. Shoukry graduated magna cum laude with bachelor’s and master’s degrees in accounting from The University of Georgia and holds an MBA from Columbia University. He is a Certified Public Accountant, a Certified Treasury Professional and holds Series 7 and 27 licenses.

There are no arrangements or understandings between Mr. Shoukry and any other person pursuant to which he was selected as an officer. Mr. Shoukry does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

Christopher Shoukry, who is Paul M. Shoukry’s brother, serves as Director with Alex. Brown, a division of Raymond James & Associates, Inc., and was paid cash compensation during the period commencing October 1, 2022 to the present of $665,936, LTIP contributions in the amount of $41,900 and equity award compensation in the form of restricted stock units with an aggregate grant date value of $47,293.

The Compensation and Talent Committee of the Company’s Board of Directors will approve the compensation of Mr. Shoukry in connection with his new role at a later date.

Chief Operating Officer

In addition, on March 19, 2024, the Company announced that Chief Operating Officer Jeffrey A. Dowdle will retire from such role effective September 30, 2024, and that Scott A. Curtis, President, Private Client Group, has been appointed as Chief Operating Officer to succeed Mr. Dowdle, effective October 1, 2024. At such time, Mr. Dowdle will be appointed Vice Chair and will serve in an advisory role to facilitate a smooth transition.

There are no arrangements or understandings between Mr. Curtis and any other person pursuant to which he was selected as an officer. Mr. Curtis does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

The Compensation and Talent Committee of the Company’s Board of Directors will approve the compensation of Mr. Curtis in connection with his new role at a later date.

A copy of the press release issued by the Company in connection with the above is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following are filed as exhibits to this report:

Exhibit No.	Description
99.1	Press release, dated March 19, 2024, issued by Raymond James Financial, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RAYMOND JAMES FINANCIAL, INC.
Date: March 19, 2024	By:	/s/ Jonathan N. Santelli
		Jonathan N. Santelli
		Executive Vice President, General Counsel and
		Secretary

EX-99.1

March 19, 2024	FOR IMMEDIATE RELEASE
	Media Contact: Steve Hollister, 727.567.2824
	Investor Contact: Kristina Waugh, 727.567.7654
	raymondjames.com/news-and-media/press-releases

RAYMOND JAMES FINANCIAL NAMES PAUL SHOUKRY PRESIDENT AND CEO SUCCESSOR,

ANNOUNCES ADDITIONAL KEY LEADERSHIP CHANGES

ST. PETERSBURG, Fla. - The Raymond James Financial (NYSE: RJF) Board of Directors announced today that as part of its multi-year succession planning process, effective immediately, CFO Paul Shoukry is appointed president of Raymond James Financial. It’s expected that he will become the firm’s CEO sometime during fiscal 2025, following a transition period. Once the planned succession process is complete, Shoukry would become only the fourth chief executive in the company’s history, and current Chair and CEO Paul Reilly would remain on the board as executive chair. Shoukry will retain his current responsibilities until he transitions to the CEO role.

“Paul has been an exceptional leader and major contributor to Raymond James’ steady growth and financial stability. Serving as the firm’s CFO, as well as overseeing our Bank segment, he has consistently demonstrated that even as we grow, keeping our Private Client Group, advisors and their clients at the center of our business plans, while always embracing our values, will continue to be essential to our future success,” shared Reilly. “In addition to Paul, we have an outstanding leadership team who similarly embrace our vision for the future and are well-equipped to meet the demands of a dynamic marketplace.”

“Raymond James has always been defined by our unique values and our focus on the wealth management business. Bob James, Tom James and Paul Reilly’s commitment to these values has enabled advisors and associates to put clients first for over 60 years,” said Shoukry. “We are fortunate that Tom will remain with the firm as chair emeritus and beyond this transition, Paul will remain with the firm as executive chair. I am confident the transition will benefit greatly from the strong leadership team Paul developed across all our businesses and functions.”

As part of the firm’s succession plans, Raymond James is announcing other key leadership changes and appointments. Jeff Dowdle has announced that he will be retiring and stepping down from the COO role at the end of the fiscal year. As part of this change, Raymond James Financial Private Client Group President Scott Curtis will become COO of Raymond James Financial, current Raymond James & Associates CEO Tash Elwyn will become president of the Private Client Group, and Global Equities & Investment Banking President Jim Bunn will become president of the Capital Markets segment. These changes will be effective October 1, 2024, at which time Dowdle will be named vice chair and serve in an advisory role to facilitate a smooth transition.

“I am excited to partner with Scott, Tash and Jim in their expanded roles to continue delivering on our mission to help clients achieve their financial objectives, which is critical to our firm’s continued success and independence,” said Shoukry.

Shoukry started with Raymond James 14 years ago working for Tom James and Paul Reilly in the Assistant to the Chair program. Serving as the firm’s CFO since January 2020, Shoukry is responsible for the overall financial management of the company, including balance sheet management, financial reporting, investor relations, corporate development, corporate tax, cash management, regulatory reporting, and financial planning and analysis. He oversees the firm’s Bank segment, is a member of the firm’s Executive Committee, and serves on the boards of subsidiaries Raymond James & Associates and TriState Capital Bank.

Prior to joining Raymond James, Shoukry worked for a strategy consulting firm that focused on serving clients in the financial services industry. Shoukry earned an MBA with honors from Columbia University and graduated magna cum laude with a Bachelor and Master of Accountancy from The University of Georgia, where he was a Leonard Leadership Scholar.

About Raymond James Financial, Inc.

Raymond James Financial, Inc. (NYSE: RJF) is a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporations and municipalities. The company has approximately 8,700 financial advisors. Total client assets are $1.38 trillion. Public since 1983, the firm is listed on the New York Stock Exchange under the symbol RJF. Additional information is available at www.raymondjames.com.

XML

Cover Page	Mar. 19, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 19, 2024
Entity Registrant Name	RAYMOND JAMES FINANCIAL, INC.
Entity Incorporation, State or Country Code	FL
Entity File Number	1-9109
Entity Tax Identification Number	59-1517485
Entity Address, Address Line One	880 Carillon Parkway
Entity Address, City or Town	St. Petersburg
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33716
City Area Code	727
Local Phone Number	567-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000720005
Amendment Flag	false
Common Stock, $.01 par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	RJF
Security Exchange Name	NYSE
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
Trading Symbol	RJF PrB
Security Exchange Name	NYSE