Compensation Plans

12 Months Ended

Nov. 30, 2024

Compensation Plans

Note 15. Compensation Plans

Equity Compensation Plan

Our amended and restated Equity Compensation Plan (the “ECP”)

was approved by shareholders on March 28, 2024. The ECP

replaced our 2003 Incentive Compensation Plan, as Amended

and Restated (the “Incentive Plan”) and the 1999 Directors’ Stock

Compensation Plan, as Amended and Restated July 25, 2013.

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.

At November 30, 2024, 14.6 million shares remain available for

new grants under the ECP.

Restricted stock awards are grants of our common shares that

generally require service as a condition of vesting. RSUs give a

participant the right to receive shares if service or performance

conditions are met and 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 stock ownership, but dividend

equivalents are accrued to the extent there are dividends

declared on the underlying common shares.

Restricted stock and RSUs may be granted to new employees as

“sign-on” awards and to existing employees as either “retention”

awards or pursuant to regulatory requirements outside the U.S.

governing remuneration for certain employees. Restricted stock

and RSUs are also granted to certain senior executive officers as

incentive awards. Employee awards are generally subject to

annual ratable vesting over a multi-year service period and may

also contain performance conditions. Restricted stock and RSUs

granted to certain senior executives 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.

Senior Executive Compensation

The Compensation Committee of our Board of Directors

approved executive compensation for our senior executives for

compensation year 2020. For each senior executive, the

Compensation Committee targeted long-term compensation of

$22.5 million under the 2020 Plan with a target of $16.0 million in

long-term equity in the form of RSUs with performance goals

measured over the three-year period ending November 30, 2022

and a target of $6.5 million in cash. To receive targeted long-term

equity, our senior executives had to achieve Jefferies’ total

shareholder return (“TSR”) of 9% on a multi-year compounded

basis; and to receive targeted cash, our senior executives had to

achieve 9% in annual Jefferies’ Return on Tangible Deployable

Equity (“ROTDE”). If TSR and ROTDE were less than 6%, our

senior executives would receive no incentive compensation. If

TSR was achieved at a level greater than 9%, our senior

executives were eligible to receive up to 75% additional equity

incentive compensation if Jefferies’ TSR exceeded the 50th

percentile relative to our peer companies’ total shareholder

returns. If ROTDE was greater than 9%, our senior executives

were eligible to receive up to 75% additional cash incentive

compensation on an interpolated basis, up to 12% in ROTDE.

In December 2021, the Board of Directors also granted our senior

executives each a special long-term, five-year retention grant,

termed the Leadership Continuity Grant, with a grant date fair

value of $25.0 million. Our senior executives will gain the benefits

of the retention award after an additional three-year holding

period following the five-year service period.

The senior executives also hold previously awarded stock

options of 2,506,266 stock options, with an exercise price of

$23.75, which include rights to “excess dividend

equivalents,” (each share subject to the option is entitled to two

times the amount of any regular quarterly cash dividend paid in

the 9.5 years after grant to the extent the per share divided

exceeds the quarterly dividend rate in effect at the time of grant

with the dividend equivalent amount converted to non-forfeitable

share units at the dividend payment date.

In connection with our spin-off of Vitesse Energy, Inc. in January

2023, the options and related dividend equivalent rights were

adjusted, resulting in each senior executive holding 2,532,370

Jefferies options exercisable at $22.69 per share and 228,933

Vitesse options exercisable at $8.97 per share, with

corresponding adjustments such that Vitesse regular quarterly

cash dividends relating to shares underlying the Vitesse options

are taken into consideration in the calculation of the excess

dividend equivalents. The stock options became or become

exercisable in three equal annual tranches beginning December

6, 2021, with a final expiration date of December 5, 2030. At

November 30, 2023 and 2022, all options were outstanding. At

November 30, 2023, for each senior executive, 1,688,247

Jefferies options and 152,622 Vitesse options were exercisable.

At both November 30, 2024 and 2023, 5.1 million of our common

shares were designated for the senior executive nonqualified

stock options.

Additionally, in connection with our spin-off of Vitesse Energy,

Inc. shares, we adjusted certain outstanding equity awards to

include like awards for the acquisition of Vitesse common stock

(“Vitesse Awards”). Vesting terms, exercise dates and expiration

dates of the resulting Vitesse Awards and Vitesse options are the

same as those terms of the related Jefferies awards. For those

Vitesse Awards that remain subject to performance or service-

based vesting requirements, we continue to recognize expense

based on the original grant-date fair value and any incremental

fair value resulting from modifications of awards. In fiscal 2023,

$4.0 million of incremental compensation expense was

recognized for these modifications connection with the

adjustments relating to the Vitesse spin-off.

In addition, the Compensation Committee has granted RSUs and

performance stock units (“PSUs”) to each of our senior

executives as follows:


	Period Grant
$ in millions	December 2024	December 2023	December 2022	December 2021
RSUs
Aggregate grant date fair value .....................................	$18.0	$11.7	$13.1	$16.4
Vesting period ..........................	3-year cliff	3-year cliff	3-year cliff	3-year cliff
PSUs
Aggregate target fair value .....	$18.0	$8.8	$13.1	$16.4
Service period ...........................	3 years	3 years	3 years	3 years
Performance goals performance period ...........	Fiscal 2024 to Fiscal 2026	Fiscal 2023 to Fiscal 2025	Fiscal 2022 to Fiscal 2024	Fiscal 2021 to Fiscal 2023
Performance target (1) .....	10% ROTE	10% ROTE	10% ROTE	10% ROTE
Performance range (2) ......	7.5% - 15% ROTE	7.5% - 15% ROTE	7.5% - 15% ROTE	7.5% - 15% ROTE

(1)ROTE is defined as return on tangible equity measured over three years.

(2)Performance below an ROTE of 7.5% results in forfeiture of all PSUs. An ROTE of 15% or

greater results in earning 150% of target PSUs and between 7.5% to 15%, the level of

earning PSUs is linearly interpolated.

The following reflects activity in restricted stock, inclusive across

all plans:


In thousands, except per share amounts	Restricted Stock	Weighted- Average Grant Date Fair Value
Balance at November 30, 2021 .................................	1,584	$23.78
Grants ............................................................................	1,457	29.91
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	(902)	24.03
Balance at November 30, 2022 .................................	2,139	27.85
Grants ............................................................................	444	33.16
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	(481)	24.09
Balance at November 30, 2023 .................................	2,102	29.83
Grants ............................................................................	467	37.09
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	(271)	25.65
Balance at November 30, 2024 .................................	2,298	$31.80

The following reflects activity in total RSUs, inclusive across all

plans:


			Weighted-Average Grant Date Fair Value
In thousands, except per share amounts	Future Service Required	No Future Service Required	Future Service Required	No Future Service Required
Balance at November 30, 2021 ...............	48	17,193	$24.07	$20.64
Grants ..........................................................	2,299	472	33.75	28.79
Distributions of underlying shares ...........	—	(6,453)	—	14.65
Forfeited ......................................................	—	—	—	—
Fulfillment of vesting requirement (1) ....	(39)	1,443	24.67	25.38
Balance at November 30, 2022 ...............	2,308	12,655	33.70	24.55
Grants ..........................................................	553	732	34.47	29.35
Distributions of underlying shares ...........	—	(5,485)	—	23.35
Forfeited ......................................................	—	—	—	—
Fulfillment of vesting requirement (1) ....	(9)	2,685	21.82	26.50
Balance at November 30, 2023 ...............	2,852	10,587	33.89	26.00
Grants ..........................................................	972	448	38.33	40.06
Distributions of underlying shares ...........	—	(1,849)	—	26.74
Forfeited ......................................................	—	—	—	—
Fulfillment of vesting requirement (1) ....	(32)	32	35.21	35.21
Balance at November 30, 2024 ...............	3,792	9,218	$35.02	$26.57

(1)Fulfillment of vesting requirement during the years ended November 30, 2024,

2023 and 2022, includes RSUs of 0, 2,438,000, and 1,433,000, respectively,

related to senior executive compensation.

The following reflects activity solely related to the portions of

RSUs related to senior executive compensation that contain

performance conditions:


In thousands, except per share amounts	Target Number of Shares	Weighted- Average Grant Date Fair Value
Balance at November 30, 2021 .................................	2,867	$25.43
Grants ............................................................................	537	35.44
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	(1,433)	25.43
Balance at November 30, 2022 .................................	1,971	28.16
Grants ............................................................................	1,379	30.15
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	(2,438)	26.49
Balance at November 30, 2023 .................................	912	35.64
Grants ............................................................................	459	44.93
Forfeited ........................................................................	—	—
Fulfillment of vesting requirement ............................	—	—
Balance at November 30, 2024 .................................	1,371	$38.75

During the years ended November 30, 2024, 2023 and 2022,

grants are shown with the targeted number of shares. In

December 2023, the Compensation Committee of our Board of

Directors approved a total of 191,757 RSUs relating to above

target performance earned under the PSUs granted in fiscal 2022,

which remain subject to service-based vesting through December

2024. In December 2024, based on performance results in the

fiscal 2022 to fiscal 2024 performance period and an equitable

adjustment to PSUs granted in December 2021, a net of 64,369

Jefferies PSUs and 7,476 Vitesse PSUs were forfeited by senior

executives.

Employee Stock Purchase Plan

An Employee Stock Purchase Plan (the “ESPP”) has been

implemented under both the prior Incentive Plan and the ECP. We

consider the ESPP to be noncompensatory effective January 1,

2007. The ESPP allows eligible employees to make payroll

contributions that are used to acquire shares of our stock,

generally at a discounted price.

Deferred Compensation Plan

A Deferred Compensation Plan (the “DCP”), which permits eligible

employees to defer compensation which may be deemed

invested in our common shares usually at a discount or directed

among other investment vehicles available under the DCP. We

often invest directly, as a principal, in investments corresponding

to the other investment vehicles, relating to our obligations to

perform under the DCP. The compensation deferred by our

eligible employees is expensed in the period earned. The change

in fair value of our investments in assets corresponding to the

specified other investment vehicles are recognized in Principal

transactions revenues and changes in the corresponding

deferred compensation liability are reflected as Compensation

and benefits expense.

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.

Other Compensation Plans

In connection with the HomeFed LLC (“HomeFed”) merger in

2019, HomeFed stock options were converted into options to

purchase our common shares. During the year ended November

30, 2023, all remaining HomeFed stock options were exercised at

a price of $22.20 per common share.

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.

Compensation Expense


	Year Ended November 30,
$ in millions	2024	2023	2022
Components of compensation cost:
Restricted cash awards .....................................	$450.6	$324.6	$196.6
Restricted stock and RSUs (1) ..........................	63.1	45.4	43.9
Profit sharing plan ..............................................	12.7	11.6	10.5
Total compensation cost ..................................	$526.4	$381.6	$251.0

(1)Total compensation cost associated with restricted stock and 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

$0.7 million, $0.5 million and $0.5 million for the years ended November 30,

2024, 2023 and 2022, respectively.

Remaining unamortized amounts related to certain

compensation plans at November 30, 2024:


$ in millions	Remaining Unamortized Amounts	Weighted Average Vesting Period (in Years)
Non-vested share-based awards ...............................	$109.8	3.0
Restricted cash awards ...............................................	956.4	3.0
Total ...............................................................................	$1,066.2

In December 2024, $384.5 million of restricted cash awards,

which contain a future service requirements and are related to

the 2024 performance year were approved and awarded. Absent

actual forfeitures or cancellations or accelerations, the annual

compensation cost for these awards will be recognized as

follows:


	Year Ended November 30,
$ in millions	2024	2025	2026	Thereafter	Total
Restricted cash awards .	$71.7	$77.5	$75.9	$159.5	$384.6