We have one share-based compensation plan, the Raymond James Financial, Inc. Amended and Restated 2012 Stock Incentive Plan (“the Plan”), for our employees, Board of Directors, and independent contractor financial advisors. The Plan authorizes us to grant 96.4 million shares (including the shares available for grant under six predecessor plans). As of September 30, 2024, 16.3 million shares remained available for grant under the Plan. We may utilize treasury shares for grants under the Plan, though we are also permitted to issue new shares. Our share-based compensation accounting policies are described in Note 2.

We may grant RSU awards under the Plan in connection with initial employment or under various retention programs for individuals who are responsible for contributing to our management, growth, and/or profitability. We may also grant RSU awards in lieu of cash for a portion of the annual bonus awarded to officers and certain other employees who receive an annual bonus in excess of $275,000. Under the Plan, RSU awards are generally restricted for a three- to five-year period, during which time the awards are generally forfeitable in the event of termination other than for death, disability, or qualifying retirement.

We grant RSUs annually to non-employee members of our Board of Directors. The RSUs granted to these Directors vest over a one-year period from their grant date or upon retirement from our Board.

The following table presents the RSU award activity, which includes grants to employees, independent contractor financial advisors, and members of our Board of Directors, for the year ended September 30, 2024.


	Shares/Units (in millions)	Weighted-average grant date fair value (per share)
Non-vested as of beginning of year	9.0	$	87.43
Granted	1.9	$	108.28
Vested	(2.5)	$	67.53
Forfeited	(0.3)	$	99.84
Non-vested as of end of year	8.1	$	97.97

The following table presents expense and income tax benefits related to our RSUs granted to our employees, independent contractor financial advisors, and members of our Board of Directors for the periods indicated.


	Year ended September 30,
$ in millions	2024		2023		2022
RSU share-based compensation amortization	$	242	$	220	$	179
Income tax benefits related to share-based compensation expense	$	41	$	51	$	41

As of September 30, 2024, there were $289 million of total pre-tax compensation costs not yet recognized (net of estimated forfeitures) related to RSUs granted to employees, independent contractor financial advisors, and members of our Board of Directors. These costs are expected to be recognized over a weighted-average period of three years. The following RSU activity occurred for the periods indicated.


	Year ended September 30,
$ in millions, except per unit award amounts	2024		2023		2020
Weighted-average grant date fair value per unit award	$	108.28	$	115.79	$	98.52
Total grant date fair value of RSUs vested	$	169	$	111	$	115

RSAs were issued as a component of our total purchase consideration for TriState Capital on June 1, 2022, in accordance with the terms of the acquisition. For the years ended September 30, 2024, 2023, and 2022, total share-based compensation amortization related to these RSAs was $6 million, $9 million, and $4 million, respectively. As of September 30, 2024, there were $5 million of total pre-tax compensation costs not yet recognized for these RSAs. These costs are expected to be recognized over a weighted-average period of two years. See Note 3 for additional information regarding our acquisition of TriState Capital.

Under the 2003 Employee Stock Purchase Plan, we are authorized to issue up to 13.1 million shares of common stock to eligible employees. Under the terms of the plan, share purchases in any calendar year are limited to the lesser of 1,000 shares or shares with a fair value of $25,000. The purchase price of the stock is 85% of the average high and low market price on the day prior to the purchase date. Under the plan, we sold approximately 361 thousand, 428 thousand and 416 thousand shares to employees during the years ended September 30, 2024, 2023, and 2022, respectively. The related compensation expense is calculated as the value of the 15% discount from market value and was $6 million, $7 million, and $6 million for the years ended September 30, 2024, 2023 and 2022, respectively.

We had stock options outstanding as of September 30, 2024 which had been issued to our employees and independent contractor financial advisors. Effective in fiscal 2017, we stopped issuing stock options to our employees, and effective in fiscal 2021, we stopped issuing stock options to our independent contractor financial advisors. Share-based compensation expense related to stock options was insignificant for the years ended September 30, 2024, 2023, and 2022. Cash received from stock options exercised by our employees and independent contractor financial advisors during the year ended September 30, 2024 was $5 million.

Our profit-sharing plan and employee stock ownership plan (“ESOP”) are qualified plans that provide certain death, disability, or retirement benefits for our U.S.-based employees who meet certain service requirements. The plans are noncontributory and

our contributions, if any, are determined annually by our Board of Directors, or a committee thereof, on a discretionary basis and are recognized as compensation expense throughout the year. Benefits become fully vested after five years of qualified service, age 65, or if a participant separates from service due to death or disability.

All shares owned by the ESOP are included in earnings per share calculations. Cash dividends paid to the ESOP are reflected as a reduction of retained earnings. The number of shares of our common stock held by the ESOP was 6.5 million and 6.6 million at September 30, 2024 and 2023, respectively. The market value of our common stock held by the ESOP at September 30, 2024 was $794 million, of which $8 million was unearned (not yet vested) by ESOP plan participants.

We also offer a plan pursuant to section 401(k) of the Internal Revenue Code, which is a qualified plan that may provide for a discretionary contribution or a matching contribution each year. Matching contributions are 75% of the first $1,000 and 25% of the next $1,000 of eligible compensation deferred by each participant annually.

Our LTIP is a non-qualified deferred compensation plan that provides benefits to certain employees who meet certain compensation or production requirements. Company-owned life insurance is the primary source of funding for this plan. See Note 12 for information regarding the carrying value of these company-owned life insurance policies.

The VDCP is a non-qualified deferred compensation plan for certain employees, in which eligible participants may elect to defer a percentage or specific dollar amount of their compensation. Company-owned life insurance is the primary source of funding for this plan.

Compensation expense associated with all other employee compensation plans, including those previously described, totaled $254 million, $223 million and $195 million for the fiscal years ended September 30, 2024, 2023 and 2022, respectively.

We offer non-qualified deferred payment plans that provide benefits to our independent contractor financial advisors who meet certain production requirements. Company-owned life insurance is the primary source of funding for these plans. The contributions are made in amounts approved annually by management.

Certain independent contractor financial advisors are also eligible to participate in our VDCP. Eligible participants may elect to defer a percentage or specific dollar amount of their commissions into the VDCP. Company-owned life insurance is the primary source of funding for this plan.