

What proposals are being presented at the Annual Meeting?	Raymond James intends to present proposals numbered one through four for shareholder consideration and voting at the Annual Meeting. These proposals are for:
	1.	Election of ~~eleven (11)~~twelve (12) members of the Board of Directors;
	2.	Advisory vote to approve executive compensation;
	3.	Approval of the Amended and Restated ~~2012~~2003 Employee Stock ~~Incentive~~Purchase Plan; and
	4.	Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm.
	Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual Meeting, Raymond James does not know of any business or proposals to be considered at the Annual Meeting. If any other business is proposed and properly presented at the Annual Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on such matter in their discretion.

How does the Board of Directors recommend that I vote?	The Board of Directors recommends that you vote:
How does the Board of Directors recommend that I vote?	l	FOR the election of the ~~eleven (11)~~twelve (12) directors nominated by our Board and named in this proxy statement;
	l	FOR the approval, on an advisory basis, of the compensation of our named executive officers;
	l	FOR the approval of the Amended and Restated ~~2012~~2003 Employee Stock ~~Incentive~~Purchase Plan; and
	l	FOR ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm.

How do I attend the Annual Meeting?	All shareholders are invited to attend the Annual Meeting. If your Raymond James shares are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in order to vote your shares at the meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitled to vote your shares, but you can still attend the Annual Meeting.

How do I vote and what are the voting deadlines?	You may vote your shares in person at the Annual Meeting or by proxy. There are three ways to vote by proxy:
	l	By Mail: If you have received your proxy materials by mail, you can vote by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you hold your shares in an account with a bank or broker (i.e., in ‘‘street name’’), you can vote by following the instructions on the voting instruction card provided to you by your bank or broker. Proxy cards returned by mail must be received no later than the close of business on February ~~17, 2016.~~27, 2019.
	l	Via the Internet: You can submit a proxy via the Internet until 1:00 a.m. Central Time on February ~~18, 2016,~~28, 2019, by accessing the ~~web site~~website at http://www.investorvote.com/RJF and following the instructions you will find on the ~~web site.~~website. Internet proxy submission is available 24 hours a day. You will be given the opportunity to confirm that your instructions have been properly recorded.
	l	By Telephone: You can submit a proxy by telephone until 1:00 a.m. Central Time on February ~~18, 2016,~~28, 2019, by calling toll-free 1-800-652-VOTE (8683) (from the U.S. and Canada) and following the instructions.



	Even if you plan to be present at the Annual Meeting, we encourage you to vote your shares by proxy using one of the methods described above. Raymond James shareholders of record who attend the meeting may vote their shares in person, even though they have sent in proxies.

What if my shares are held in the Raymond James ESOP?	For participants in the Raymond James Employee Stock Ownership Plan (the ‘‘ESOP’’), your shares will be voted as you instruct the trustee of the ESOP. There are three ways to vote: by returning your proxy card, via the Internet or by telephone. Please follow the instructions included on your proxy card on how to vote using one of the three methods. Your vote will serve as voting instructions to the trustee of the ESOP for shares allocated to your account. If you do not vote shares allocated to your account held in the ESOP, your shares will nevertheless be voted by the trustee in the same proportion as it votes the shares of ESOP participants who have instructed the trustee on how to vote. You cannot vote your ESOP shares in person at the meeting. To allow sufficient time for voting by the trustee of the ESOP, our transfer agent must receive your vote by no later than 5:00 p.m. Eastern Time on February ~~15, 2016.~~25, 2019.

May I change or revoke my vote?	Yes. You may change your vote in one of several ways at any time before it is exercised:
	l	Grant a subsequent proxy via the Internet or telephone;
	l	Submit another proxy card (or voting instruction card) with a date later than your previously delivered proxy;
	l	Notify our Secretary in writing before the Annual Meeting that you are revoking your proxy or, if you hold your shares in ‘‘street name,’’ follow the instructions on the voting instruction card; or
	l	If you are a shareholder of record, or a beneficial owner with a proxy from the shareholder of record, vote in person at the Annual Meeting.

What will happen if I do not vote my shares?	l	Shareholders of Record. If you are the shareholder of record of your shares and you do not vote in person at the Annual Meeting, or by proxy by mail, via the Internet or by telephone, your shares will not be voted at the Annual Meeting.
	l	Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under the rules of the New York Stock Exchange (‘‘NYSE’’), your broker or nominee has discretion to vote your shares on routine matters, such as Proposal 4, but does not have discretion to vote your shares on non-routine matters, such as Proposals 1, 2 and 3. Therefore, if you do not instruct your broker as to how to vote your shares on Proposals 1, 2 or 3, this would be a ‘‘broker non-vote,’’ and your shares would not be counted as having been voted on the applicable proposal. We therefore strongly encourage you to instruct your broker or nominee on how you wish to vote your shares.



What is the effect of a broker non-vote or abstention?	Under NYSE rules, brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on a limited number of ~~"routine"~~“routine” proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A ‘‘broker non-vote’’ occurs when a broker or other nominee does not receive such voting instructions and does not have the discretion to vote the shares. Pursuant to our By-laws, broker non-votes and abstentions are not counted as ‘‘votes cast’’ on such matter, but are counted for quorum purposes. With respect to Proposal 3 only (the approval of our Amended and Restated ~~2012~~Employee Stock ~~Incentive~~Purchase Plan), however, NYSE rules require that we treat abstentions as "votes cast" on such matter. This means that, for the proposal to be approved, the number of votes "for" the proposal must exceed the sum of the votes "against" and "abstain."

What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted?	l	Shareholders of Record. If you are a shareholder of record and you submit a signed proxy, but you do not provide voting instructions, all of your shares will be voted FOR Proposals 1, 2, 3 and 4.
	l	Beneficial Owners. If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under NYSE rules, brokers and other nominees have the discretion to vote on routine matters, such as Proposal 4, but do not have discretion to vote on non-routine matters, such as Proposals 1, 2 and 3. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 4 and any other routine matters properly presented for a vote at the Annual Meeting.

What does it mean if I receive more than one set of Proxy Materials?	It means you own Raymond James shares in more than one account, such as individually and jointly with your spouse. Please vote all of your shares. Beneficial owners sharing an address who are receiving multiple copies of the proxy materials may contact their broker, bank or other nominee to request that only a single copy of such document(s) be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, your broker, bank or other nominee may deliver only one copy of the proxy materials to multiple shareholders who share an address unless that broker, bank or other nominee has received contrary instructions from one or more of the beneficial owners. Raymond James will deliver promptly, upon request, a separate copy of the proxy materials to a shareholder at a shared address to which a single copy of such document(s) was delivered. Shareholders who wish to receive a separate written copy of such documents, now or in the future, should submit their request to our Secretary by writing Raymond James Financial, Inc., Attn: Secretary, 880 Carillon Parkway, St. Petersburg, Florida 33716.

What is a quorum?	A quorum is necessary to hold a valid meeting. The presence, in person or by proxy, of shareholders representing a majority of the outstanding capital stock of the company entitled to vote at the meeting constitutes a quorum for the conduct of business.



What vote is required in order to approve each proposal?		For each proposal, the affirmative vote of a majority of the ‘‘votes cast’’ on such proposal at the Annual Meeting is required. For Proposals 1, 2 and 4, our By-laws provide that a majority of the votes cast means that the number of shares voted ‘‘for’’ a proposal must exceed the number of shares voted ‘‘against’’ such proposal. Abstentions and broker non-votes, if any, are not counted as ‘‘votes cast’’ with respect to such proposal. (In the case of any contested director election, directors are elected by a plurality of the ‘‘votes cast.’’) For Proposal 3, however, NYSE rules require that abstentions be treated as "votes cast." As a result, for the approval of Proposal 3, the number of shares voted "for" the proposal must exceed the sum of the number of shares votes "against" and the number of shares voted "abstain" on such proposal.

How will voting on any other business be conducted?		Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual Meeting, we do not know of any business or proposals to be considered at the Annual Meeting. If any other business is proposed and properly presented at the Annual Meeting, the persons named as proxies will vote on the matter in their discretion.

What happens if the Annual Meeting is adjourned or postponed?		Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.

Who will count the votes?		Our General Counsel and Secretary will act as the inspector of election and will tabulate the votes.

How can I find the results of the Annual Meeting?		Preliminary results will be announced at the Annual Meeting. Final results will be published in a Current Report on Form 8-K that we will file with the SEC within four (4) business days after the Annual Meeting.

Who is paying for the costs of this proxy solicitation?		We will bear the expense of soliciting proxies. We have retained MacKenzie Partners, Inc. to solicit proxies for a fee of approximately $15,000 plus a reasonable amount to cover expenses. Proxies may also be solicited in person, by telephone or electronically by Raymond James personnel who will not receive additional compensation for such solicitation. Copies of proxy materials and our Annual Report will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

GENERAL

Our Board of ~~Directors~~Directors currently has ~~twelve (12)~~thirteen (13) directors. A director holds office for a term of one (1) year, and until such director’s successor has been duly elected and qualified or until such director is removed from office under our By-laws or such director’s office is otherwise earlier vacated.

The Board has nominated Charles G. von Arentschildt, Shelley G. Broader, Robert M. Dutkowsky, Jeffrey N. Edwards, Benjamin C. Esty, Anne Gates, Francis S. Godbold, Thomas A. James, Gordon L. Johnson, Roderick C. McGeary, Paul C. Reilly ~~Robert P. Saltzman~~ and Susan N. Story for election as directors of the company for a term of one (1) year. All such nominees are current directors of the company. ~~Mr. Simmons, who has served our company since 2003 as a~~(As previously announced by the Company, director Robert P. Saltzman is not standing for re-election at the Annual ~~Meeting due to his having reached the normal 12-year Board tenure described in our Corporate Governance Principles.~~Meeting.) Each nominee has indicated to the company that he or she would serve if elected. We do not anticipate that any nominee would be unable to stand for election, but if that were to happen, the Board may reduce the size of the Board, designate a substitute or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director candidate will be cast for the substituted candidate.

Under our By-laws, at any meeting of shareholders for the election of directors at which a quorum is present (other than a contested election), each director nominee receiving a majority vote shall be elected. A ‘‘majority vote’’ means that the number of votes cast in favor of a nominee exceeds the number of votes cast against the nominee. (Abstentions and broker non-votes, if any, are not counted as ‘‘votes cast’’ with respect to that nominee.) In a ‘‘contested election,’’ where the number of nominees exceeds the number of positions available for the election of directors, our By-laws provide that the directors elected shall be those nominees who have received the greatest number of votes (‘‘plurality’’).

Under our Corporate Governance Principles, each nominee for membership on the Board must tender an irrevocable conditional resignation to the company, such resignation to be effective only upon (i) the director’s failure to receive the required vote in an uncontested election, and (ii) Board acceptance of such resignation. If any nominee for re-election fails to receive the required vote, the Corporate Governance, Nominating and Compensation Committee will recommend that the Board accept the resignation unless it determines that the best interests of the company and its shareholders would not be served by doing so. Absent such determination, the Board will accept the resignation no later than 120 days from the certification of the shareholder vote, subject to maintaining compliance with NYSE or SEC rules or regulations. The Board will promptly disclose publicly its decision to accept or reject such resignation and the reasons therefor.

As explained in our Corporate Governance Principles, the Board recognizes the value of continuity of non-executive directors who have experience with the company and who have gained over a period of time a level of understanding about the company and its operations that enables them to make a significant contribution to the deliberations of the Board without any ongoing impairment to their independence. Nevertheless, the Corporate Governance Principles contemplate that directors are normally expected to serve no more than 12 years on the Board. The Board reserves the right, in extraordinary circumstances, to waive the tenure limitation to allow a director to serve up to three additional one-year terms.

For a director to be considered independent, the Board must affirmatively determine that the director does not have any material relationship with the company either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. Such determinations are made and disclosed pursuant to applicable NYSE or other rules. A material relationship can include, but is not limited to, commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships. In accordance with the rules of the NYSE, the Board has affirmatively determined that it is currently composed of a majority of independent directors, and that the following directors are independent and do not have a material relationship with the company: Charles G. von Arentschildt, Shelley G. Broader, Robert M, Dutkowsky, Jeffrey N. Edwards, Benjamin C. Esty, Anne Gates, Gordon L. Johnson, Roderick C. McGeary ~~Robert P. Saltzman~~ and Susan N. Story.

Director and Nominee Qualifications to Serve on our Board

As described in greater detail below, the Board believes that there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position as a director. (See below under the caption ‘‘THE CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE.’’) The Board believes that, consistent with these requirements, each member of our Board is expected to demonstrate high standards of integrity and character and to offer important perspectives on some aspect of our business based on his or her own business experience. The Board does not consider individual directors to be responsible for particular areas of the Board’s focus or specific categories of issues that may come before it. Rather, the Board seeks to assemble a group of directors that, as a whole, represents a mix of experiences and skills that allows appropriate deliberation on all issues that the Board might be likely to consider.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE ‘‘FOR’’ THE ELECTION TO THE BOARD OF EACH OF THE DIRECTOR NOMINEES. The voting requirements for this proposal are described above and in the ‘‘Questions and Answers About Voting Your Shares’’ section.

INFORMATION ABOUT DIRECTOR NOMINEES

Listed below are the names, ages as of January ~~14, 2016,~~17, 2019, and principal occupations for the past five years of the director nominees (all of whom are currently directors of the company), together with a brief description of the particular experience or skills of each director that led the Board to conclude that such person should serve as a director in light of our business and structure.

Charles G. von Arentschildt ~~(55)~~(58) Non-Executive Director — Member of the Audit and Risk Committee

Charles von Arentschildt has served as a non-executive director of our company since August 2015. Since 2005, Mr. von Arentschildt has been an independent private investor managing his personal investments across a variety of asset classes. Mr. von Arentschildt served as Chairman of Global Markets, North America, at Deutsche Bank Securities Inc. from 2004 through 2005. Previously, he had been Chief Executive Officer and Head of Global Markets North America since 2002. Prior positions held at Deutsche Bank include Global Head of Finance, Global Head of Securitization and Global Head of Commodities. Mr. von Arentschildt served on Deutsche Bank’s Regional Executive Committee from 1998 to 2005 and its Global Markets Management Committee from 1997 to 2005. From December 1992 to March 1997, he served as Managing Director and Global Head of Metals, Commodities at Morgan Stanley, Inc. Mr. von Arentschildt was a member of the board of directors of the Carlyle Blue Wave Fund from 2007 to 2009. He has also been a director of the Gold and Silver Institute and a member of the New York Mercantile Exchange. Mr. von Arentschildt served as Treasurer and Board Member of Boys and Girls Club of Greenwich, Connecticut from 2003 to 2008.

Mr. von Arentschildt brings to our ~~board~~Board many years of broad financial services management experience as well as a wealth of specific knowledge in the derivatives and trading segments of our industry.

Shelley G. Broader ~~(51)~~(54) Non-Executive Director — Member of the Audit and Risk Committee

Shelley Broader has served as a non-executive director of our company since 2008. She is director, President and Chief Executive Officer of ~~Chico's~~Chico’s FAS, Inc. From June 2014 to November 2015, she was President and Chief Executive Officer of Walmart EMEA Region (Europe, Middle East, Sub-Saharan Africa and Canada). From July 2014 to October 2015, she was a non-executive Director, member of the Nomination Committee, the Remuneration Committee, and the Risk and Audit Committee of Massmart Holdings Limited, Sandton, South Africa. She previously served as President and Chief Executive Officer of Walmart Canada from September 2011 to May 2014. From March 2011 to March 2013, she was a Director of Wal-Mart de México, which is publicly traded on the Mexican stock exchange. She was Chief Merchandising Officer of Walmart Canada Corp., from December 2010 to September 2011, and Senior Vice President, Sam’s Club, a division of Wal-Mart Stores, Inc. from 2009 to 2010. She served as President and Chief Operating Officer of Michaels Stores, Inc. from 2008 to 2009, President and Chief Executive Officer, Sweetbay Supermarket, a division of Kash n’ Karry Food Stores, Inc., from 2006 to 2008, and President and Chief Executive Officer, Kash n’ Karry Food Stores, Inc. from 2003 to 2006. From 1991 to 2003, Ms. Broader held positions of increasing management responsibility at Hannaford Bros. Co., culminating in Senior Vice President, Business Strategy, Marketing and Communications. Her prior financial service industry experience includes Massachusetts Financial Services Company and Assistant Vice President at First Albany Corporation. Ms. Broader is a member of ~~The Retail Council~~the Board of ~~Canada and Catalyst Canada.~~Advisors of the H. Lee Moffitt Cancer Center & Research Institute.

Ms. Broader brings to our Board a current retail consumer marketing perspective from outside the financial services industry coupled with a degree of financial services experience early in her career. That perspective provides us with current insights into marketing to the younger segment of the population, which we expect to become more useful to us as those individuals’ need for financial services increases with their wealth and age. In addition, she has had full profit and loss responsibility for significant operations of both public and private companies over the last several years, including her current position as Chief Executive Officer of ~~Chico's~~Chico’s FAS.

Robert M. Dutkowsky(63) Non-Executive Director - Member of the Audit and Risk Committee

Mr. Dutkowsky has served as a non-executive director of our company since October 2018. Since June 2017, he has also served as the Executive Chairman of Tech Data Corporation, a technology distributor, where he previously served as

Chief Executive Officer from October 2006 to June 2018. Prior to joining Tech Data Corporation, Mr. Dutkowsky served as President, Chief Executive Officer, and Chairman of the board of directors of Egenera, Inc., a software company, from 2004 until 2006, President, Chief Executive Officer, and Chairman of the Board of J.D. Edwards & Co., Inc., a software company, from 2002 until 2004, and President, Chief Executive Officer, Chairman of the Board of GenRad, Inc., an electronic equipment manufacturer, from 2000 until 2002. He also served as both Executive Vice President, Markets and Channels from 1997 to 1999 and President, Data General in 1999, at EMC Corporation, a data storage manufacturer. He began his career at IBM, a technology company, where he served in several senior management positions. Mr. Dutkowsky currently serves on the board of US Foods Holding Corp., where he is lead independent director, a member of the executive committee and chairs the nominating and corporate governance committee. He is also a director of Pitney Bowes, where he serves on the governance and the executive compensation committees. He previously served as a director and member of the compensation committee of The ADT Corporation, a security company. He is also a member of the boards of United Way Suncoast and the Moffitt Research Committee, as well as the advisory board of the University of South Florida Business School.

Mr. Dutkowsky brings to our Board 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. He also brings valuable governance perspectives from his substantial senior executive leadership roles, as well as experience as a board member and chairman of numerous public and private companies.

Jeffrey N. Edwards ~~(54)~~(57) Non-Executive Director — Member of the ~~Audit~~Corporate Governance, Nominating and ~~Risk~~Compensation Committee

Jeffrey Edwards has served as a non-executive director of our company since 2014. He was a member of the Corporate Governance, Nominating and Compensation Committee (“CGN&C Committee”) from his appointment to August 2015, served on the Audit and Risk Committee from August 2015 to February 2018, and since that date serves once again as a member of the CGN&C Committee. Mr. Edwards has been the Chief Operating Officer of New Vernon Advisers, LP (‘‘NVA’’), a registered investment advisor, since 2009. At NVA, he is responsible for legal, finance, administration, risk management, technology and investor relations. He also serves on that

firm’s investment committee. Mr. Edwards has served as a director of New Vernon Mauritius since 2014. Prior to joining NVA, Mr. Edwards spent 22 years at Merrill Lynch & Co., Inc., most recently as Vice Chairman. His previous positions at Merrill Lynch & Co. included Chief Financial Officer, Head of Investment Banking for the Americas, Head of Global Capital Markets and Financing, and Co-head of Global Equities. He has served as a director of American Water Works Company, Inc., Inc. since March 2018, where he is also a member of the Audit, Finance and Risk Committee and of the Safety, Environmental, Tech & Operations Committee. He was a director of The NASDAQ Stock Market from 2004 − 2006, and has served as a director of Medusind, Inc., a privately held company, since 2012.

Mr. Edwards brings to the ~~board~~Board more than two decades of capital markets and corporate finance experience at a large, global financial services firm.

Benjamin C. Esty ~~(53)~~(56) Non-Executive Director — Chairman of the Audit and Risk Committee

Professor Benjamin C. Esty has served as a non-executive director of our company since 2014. Professor Esty has been the Roy and Elizabeth Simmons Professor of Business Administration at the Harvard Graduate School of Business Administration since 2005 and was Head of the Finance Unit (~~i.e., department)~~ from 2009 to 2014. Professor Esty has taught corporate finance, corporate strategy, and leadership at Harvard ~~about finance, financial strategy, and financial institutions~~ for ~~more than 20~~the past 25 years. He was the founding faculty chairman of Harvard’s General Management Program (GMP), a comprehensive leadership program for senior executives, and has participated in leadership development programs for companies and organizations ~~outside academia.~~around the world. He is a Director and Chairman of the Audit Committee for Harvard Business Publishing, a not-for-profit education company. Previously, he was an independent trustee for the Eaton Vance family of mutual funds from April 2005 to December 2013, ~~and~~where he served as the Chairman of the Portfolio Management Committee from June 2008 to December ~~31,~~ 2013. He also served on the Governance and Contract Review Committees. Professor Esty was a member of the board of the Harvard University Employees Credit Union from 1995 to 2001, where he served on the finance committee that dealt with asset and liability management, setting loan and deposit rates, and doing financial forecasting/planning.

Professor Esty provides the ~~board~~Board with an independent director with extensive knowledge of finance and in-depth experience in the mutual fund/investment management business, including evaluation of fund performance, investment strategies, valuation analysis, ~~and~~ trading, and risk management. That knowledge and experience is valuable to the board with respect to the Company’s investment banking, commercial banking, and asset management businesses as well as its own financing activities. In addition, Professor Esty’s experience in leadership development assists the board in its oversight of the management succession process.

Anne Gates - (58) Non-Executive Director - Member of the Audit and Risk Committee

Anne Gates has served as a non-executive director of our company since February 2018. Ms. Gates was president of MGA Entertainment, Inc., a privately-held developer, manufacturer and marketer of toy and entertainment products for children, a position she held from 2014 through her retirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1991-2012. Her roles included executive vice president, chief financial officer for Disney Consumer Products, managing director for Disney Consumer Products Europe and Emerging Markets, and senior vice president of operations, planning and analysis for The Walt Disney Company. Prior to joining Disney, Ms. Gates worked for PepsiCo and Bear Stearns. Ms. Gates serves on the boards of directors of The Kroger Company and of Tapestry, Inc. She is also a member of the Board of Trustees for the University of California, Berkley Foundation, the Board of Directors of the Salzburg Global Seminar, the Board of Visitors of the Fu Foundation School of Engineering and Applied Science at Columbia University, the Board of Directors of CADRE and the Board of Trustees of PBS SoCal.

Ms. Gates brings to our Board over 25 years of experience in the retail and consumer products industry, as well as a broad business background in finance, marketing, strategy and business development, including growing international businesses.

Francis S. Godbold ~~(72)~~(75) Director — Vice Chairman

Francis Godbold has served as a director of our company since 1977. He has been Vice Chairman of our company since 2002 and isserves as a director and officer of various affiliated entities, including ~~serving~~ as a director of Raymond James Bank, N.A. (‘‘RJ Bank’’) and as a former member of its Executive Loan Committee. Mr. Godbold was a Trustee of Georgia Tech Foundation, Inc. from June 2003 to June 2011 and Trustee Emeritus since June 2011.

Mr. Godbold brings to the Board 4546 years of management experience at our company, including 15 years of service as President, ~~of the company,~~ capital market transaction experience in both favorable and diffıcult markets, significant stock ownership and an enduring commitment to our company.

Thomas A. James ~~(73) Executive~~(76) Chairman Emeritus

Tom James has served as Chairman Emeritus of the Board of the company since ~~1983,~~2017, having also served as Chairman of the Board from 1983 to 2017 and Chief Executive Officer from 1970 to ~~April 30,~~ 2010. As Chief Executive Officer, Mr. James chaired the Company’s Operating Committee (now known as the Executive Committee), the monthly financial review and the budget process. ~~As Executive Chairman,~~ Mr. James ~~still contributes to those functions. He~~ continues to chair our Compliance and Standards Committee. ~~Mr. James~~He has been active in the Financial Services Roundtable since 2000 and served as its Chairman in 2007. He is a former Chairman of The Florida Council of 100 and a former Chairman of the Securities Industry Association (now, the Securities Industry and Financial Markets Association). He has been a certified financial planner since 1978. Mr. James ~~serves~~previously served on the board of Cora Health Services, Inc. and was a director of OSI Restaurant Partners, Inc. from 2002 to 2008. He is ~~the current president~~a member of the board of trustees of The Salvador Dalí Museum ~~is on the board of the International Tennis Hall of Fame,~~ and is the chairman of the Chi Chi Rodriguez Youth Foundation. He previously served on the board of the International Tennis Hall of Fame. During his career, he served on the boards of numerous public companies.

As our former Chairman and Chief Executive Offıcer, ~~and current Executive Chairman,~~ Mr. ~~James’ more than 40 years of service to the company as CEO~~James brings to the ~~board~~Board a unique understanding of our businesses and the financial services industry, as well as the perspective of an entrepreneur who led the ~~building~~growth of our company ~~which~~founded by his ~~father founded.~~father. His ~~paternal~~deep, personal commitment to Raymond James, exemplified in his more than 50 years of service to the company ~~including his~~and large stock ownership position, means he is strongly aligned with the interests of shareholders.

Gordon L. Johnson ~~(58)~~(61) Non-Executive Director — ~~Member~~Chair of the CGN&C Committee

Gordon Johnson has served as a non-executive director of our company since 2010. He has been the President of Highway Safety Devices, Inc., a 150-employee company that installs and repairs signalization, guardrails, signage and street lighting related to municipal roadway projects, since ~~2005.~~2004. Mr. Johnson has served as a Director of RJ Bank since May 1, 2007, as a Director of Santa Fe Healthcare ~~since January~~from 2008 to 2014, and as a Director of Florida Transportation Builders Association ~~since June 2007.~~from 2007 to 2016. Mr. Johnson was a banking manager and executive for 23 years, including 20 years with Bank of America and its predecessors. He also served as CEO of Stonegate Partners, LLC, a financial buyout firm, from 2002 to 2004.

Mr. Johnson brings 23 years of experience with unaffıliated banks and ~~seven~~ten years as a director of RJ Bank to our Board at a time when RJ Bank has become a significant segment of the overall company. He also brings the perspective of an entrepreneur and consumer of business related financial services.

Roderick C. McGeary ~~(65)~~(68) Non-Executive Director — Member of the Audit and Risk Committee

Rod McGeary has served as a non-executive director of our company since November 2015.Mr. McGeary served as Chairman of Tegile Systems, Inc. from June 2010 to June 2012. From November 2004 to December 2009, he served as Chairman of the Board of BearingPoint, Inc. and also was interim Chief Executive Officer of BearingPoint from November 2004 to March 2005. BearingPoint filed for protection under Chapter 11 of the U.S. Bankruptcy Code in February 2009 and its plan under Chapter 11 was declared effective as of December 30, 2009. Mr. McGeary served as Chief Executive Officer of Brience, Inc. from July 2000 to July 2002. From April 2000 to June 2000, he served as a Managing Director of KPMG Consulting LLC, a wholly owned subsidiary of BearingPoint, Inc. (formerly KPMG Consulting, Inc.). From August 1999 to April 2000, he served as Co-President and Co-Chief Executive Officer of BearingPoint, Inc. From January 1997 to August 1999, he was employed by KPMG LLP as its Co-Vice Chairman of Consulting. Prior to 1997 he served in several capacities with KPMG LLP, including audit partner for technology clients. Mr. McGeary is a Certified Public Accountant and holds a B.S. degree in Accounting from Lehigh University. Mr. McGeary also currently serves on the board of directors of Cisco Systems, Inc., where he is chair of the Compensation and Management Development Committee and a member of the Audit Committee and the Nomination and Governance Committee. He is also a director of PACCAR Inc., where he serves as chair of the Audit Committee and a member of the Nominating and Governance Committee. He previously served as a director of Dionex Corporation and National Semiconductor Corporation, each ending in 2011.

Mr. McGeary brings to our ~~board,~~Board, in addition to deep accounting and auditing knowledge, decades of board and leadership experience involving multiple industries, including with leading technology companies.

Paul C. Reilly ~~(61) Executive Director —~~(64) Chairman and Chief Executive Officer

Paul Reilly has served as ~~a director~~Chairman of our company since 2017, as a director since 2006, and as Chief Executive Officer since May 1, 2010. He previously served as President of our company from May 1, 2009 to April 30, 2010. Mr. Reilly was a non-employee, independent director of the company from January 2006 until May 1, 2009 and chaired the Audit Committee from May 21, 2008 until May 1, 2009. Previously, he had served as Executive Chairman of Korn Ferry International from July 1, 2007 to April 30, 2009, and Chairman and Chief Executive Officer from 2001 to 2007. Mr. Reilly was Chief Executive Officer of KPMG International from 1998 to 2001. Prior to being named to that position, he was Vice Chairman, Financial Services, of KPMG LLP, the United States member firm of KPMG International. Mr. Reilly is a member of The Florida Council of 100 and of the Financial Services Roundtable. He is also a former Director of United Way Suncoast, former Chairman and current Cabinet Member of the Tampa Heart Walk for the American Heart Association, where he also serves as Chair of its 2019 Heart Ball, and a member of The University of Notre Dame Business Advisory Council.

Mr. Reilly’s prior experience as chief executive offıcer of two complex and global organizations, one of which was a public company, combined with his background as a CPA and financial services consultant, brings a perspective

to the ~~board~~Board beyond the financial services industry, while his previous service on our board provides continuity with prior senior management.

~~Robert P. Saltzman~~ ~~(73) Non-Executive Director — Chairman of the CGN&C Committee~~

Bob Saltzman has served as a non-executive director of our company since 2007. Since retiring as President and Chief Executive Officer of Jackson National Life Insurance Company in 2001, Mr. Saltzman has managed his personal investments, occasionally consulted with parties unaffiliated with the company on life insurance matters and assisted a family member in connection with the purchase and financing of a private company in which he now is an investor. Mr. Saltzman was a director of WNC First Corporation, a privately held property and casualty insurance underwriter, from November 2004 to June 2011. He also served as a Director and Audit Committee Chairman of Enhance Financial Services, a New York Stock Exchange listed company, from 1998 until its acquisition in March, 2001. Mr. Saltzman serves as a Life Trustee of Northwestern University.

Mr. Saltzman’s 37 year career in the financial services industry included chief executive offıcer positions at major life insurers. In that role he also oversaw bank and broker-dealer affıliates as well as full service asset management companies and thus he has experience in the management of large, complex organizations that are also subject to extensive regulation. Thus, Mr. Saltzman’s experience correlates very well with the role of a company director.

Susan N. Story ~~(55)~~(58) Non-Executive Director (Lead Independent Director) — Member of the CGN&C Committee

Susan Story has served as non-executive director of our company since 2008. Ms. Story is President and Chief Executive Officer, and a director, of American Water Works Company, Inc. (NYSE: AWK), the largest publicly traded U.S. water and wastewater utility, serving over 15 million people in 47 states and Ontario, Canada. Prior to her CEO role, which she assumed in May ~~2014,~~2013, she served as Chief Financial Officer for the corporation. Prior to her move to AWK, she spent 31 years at Southern Company (NYSE: SO), serving as Chief Executive Officer, Southern Company Services, Inc. and Executive Vice President of Southern from January 2011-March 2013; President and Chief Executive Officer, Gulf Power Company, Inc. from April 2003-December 2010; Executive Vice President, Engineering and Construction, Southern Company 2001-2003, while concurrently serving as Senior Vice President of Southern Power Company 2002-2003. Ms. Story has served as a director of Dominion Energy, Inc. since January 2017, where she is also a member of the Finance and Risk Oversight Committee. She currently serves on the ~~board~~boards of the Bipartisan Policy Institute in Washington, D.C. and co-chairs the organization's effort to address the nation's transportation and water infrastructure replacement challenges. She is also on the board of the Alliance to Save Energy and the H. Lee Moffitt Cancer Center ~~as well as~~and the ~~Research Institute Board~~United Way of ~~Advisors.~~Greater Philadelphia and Southern New Jersey. She is past chair of both the Florida Chamber of Commerce and the Florida Council of 100. ~~She~~Ms. Story is past vice-chair of Enterprise Florida (the ~~state's~~state’s economic development organization) and was a member of the Florida Board of Education. She previously served on the ~~board~~boards of the Bipartisan Policy Institute in Washington, D.C., the Alliance to Save Energy, and the National Renewable Energy Laboratory. She was also ~~was~~ appointed to the statutorily-required Tax and Budget Reform Commission of Florida, serving as chair of the Finance Committee of that Commission, which was tasked with evaluating the revenue and spending structure for Florida.

Ms. ~~Story's~~Story’s leadership as CEO of a ~~$10+~~$16+ billion publicly traded company, her ~~eight-year~~nine-year tenure as CEO of an electric utility, her experience as Chief Financial Officer of a publicly traded company, and her resulting exposure to national economic challenges and state regulatory and legislative issues, ~~given the footprint of her company~~ provide her with in-depth experience with the following challenges ~~that~~faced by our ~~Company also faces:~~Company: dealing with regulators; managing complex organizations; addressing the impact of technological advances on daily operations; overseeing cyber security protocols; dealing with a changing workforce population and mitigating rising employee healthcare costs. With an engineering undergraduate degree, an advanced degree in business administration and coursework in finance, she brings a diversified educational background to the issues faced by our ~~Board faces.~~Board.

CORPORATE GOVERNANCE

Corporate Governance Principles. The Board has adopted Corporate Governance Principles (‘‘Principles’’), which are available in the corporate governance section of the company’s ~~Web site~~website at www.raymondjames.com (the ‘‘company’s ~~Web site’~~website’’). This document describes the principles the Board follows with respect to, among other matters, the role and duties of the Board, size and composition of the Board, director responsibilities, Board leadership structure, Board committees, director access to officers, employees and independent advisors, director compensation, confidentiality, the Board’s annual performance self-evaluation, and ~~performance evaluation of~~shareholder communications with the Board.

Board Leadership Structure.As described in the Principles, the role of the Board is to oversee management of the company in its efforts to enhance shareholder value and conduct the company’s business in accordance with its mission statement. In ~~that connection,~~this vein, the Board helps management assess long-range strategies for the company, and evaluates management performance. ~~Effective on~~The Board believes it is in the ~~date~~best interests of the ~~Annual Meeting,~~company for the Board ~~has appointed Ms. Susan N. Story, one~~to periodically evaluate its leadership structure and make a determination regarding whether to separate or combine the roles of Chairman and chief executive officer based on circumstances at the time of its evaluation. By retaining flexibility to adjust the company’s leadership structure, the Board believes that it is best able to provide for appropriate management and leadership of the company and address any circumstances the company may face. Since 2017, our chief executive officer, Mr. Paul Reilly, has also served as Chairman of the Board. The Board believes that a combined Chairman/chief executive officer structure provides the company with a single leader who communicates the firm’s business and strategy to our shareholders, clients, employees, regulators and the public, promoting accountability for the company’s performance.

The Board also believes that independent ~~directors,~~leadership is important, and the Principles contemplate appointment of an independent director to ~~succeed Mr. Hardwick Simmons~~serve as a lead director ~~(‘‘~~(“Lead ~~Director’’~~Director”), whose role is to solicit agenda items and issues from non-executive directors for inclusion in the Board ~~agenda~~agendas and to organize and chair periodic meetings of the non-executive directors.

~~The company~~ Thus, since 2016, Ms. Susan N. Story has also chosen to separate the chief executive officer and Board chairman positions. The company believes that the current separation of these roles gives us the opportunity to take advantage of the unique experience that our executive chairman, Mr. Thomas A. James, brings to the Board. Mr. James served as ~~our chief executive officer from 1970 to 2010, and is the company’s largest shareholder. In light of his significant experience with, and detailed~~Lead Director. Ms. Story’s knowledge of the company’s business ~~operations, his desire~~and strategy from her years of service as a director and her significant executive leadership experience contribute to ~~remain involved with~~her ability to fulfill the ~~Company~~role of lead director effectively and his ongoing financial interest, the Board believes it to be appropriate that he retain the office of executive chairman of the Board. This leadership structure permits Mr. Reilly to pursue strategic and operational objectives, including a focus on core business segments, while the company continues to benefit from the extensive experience and knowledge of Mr. James. As a result, the company is afforded an effective combination of internal and external experience and continuity. independently.

For these reasons, the ~~company~~Board believes that ~~this~~our existing board leadership structure ~~is currently~~continues to be the most appropriate ~~structure~~one for the company. Nevertheless, the Board may reassess the appropriateness of ~~the existing~~this structure at any time, including following future changes in Board composition, in management, or in the character of the company’s business and operations.

Code of Ethics and Directors’ Code.As part of our ethics and compliance program, our Board has approved a Code of Ethics for Senior Financial Officers (the ‘‘Code of Ethics’’) that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. In addition, we have adopted a separate Code of Business Conduct and Ethics for Members of the Board of Directors (‘‘Directors’ Code’’) that applies to all members of the Board. Both the Code of Ethics and the Directors’ Code are posted on our company’s ~~Web site.~~website. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Ethics or the Directors’ Code by posting such information on our ~~Web site.~~website. The company maintains a ~~compliance~~ reporting ~~line,~~hotline, where employees and individuals outside the company can anonymously submit a complaint or concern regarding compliance with applicable laws, rules or regulations, the Code of Ethics, as well as accounting, auditing, ethical or other concerns.

Board’s Role in Risk Oversight.We have an Enterprise Risk Management program under the direction of our Chief Risk Officer (‘‘CRO’’). The CRO and other members of the company’s management have prepared a series of qualitative ‘‘risk appetite’’ statements that articulate our conservative risk culture. Tolerance statements and measures have also been developed which attempt to quantitatively define appropriate adherence to our risk appetite. These statements are internally reviewed and approved by a risk committee structure established by management to address specific aspects of risk (i.e., market, liquidity, credit, operational, etc.), and are organized under the direction of our Enterprise Risk Management Committee (‘‘ERMC’’), which is chaired by the CRO. The Audit and Risk Committee subsequently reviews and approves our risk appetite and tolerance statements on at least an annual basis, and receives periodic reports from the ERMC and the CRO in order to monitor our adherence to them. In addition, the Audit and Risk Committee receives quarterly risk assessments from the ERMC and the CRO that identify new and emerging risks, changes to internal controls, and results

of assurance activities, which include internal audits, regulatory examinations, and other self-assessment activities. The

chair of the Audit and Risk Committee discusses the significant aspects of the Enterprise Risk Management program with the full Board at its regular meetings.

~~Compensation and Risk.~~Engagement with Shareholders. The Board believes that fostering long-term relationships with shareholders and maintaining their trust and goodwill is a top priority for the company. We conduct engagements with key shareholders, which cover a wide range of issues such as strategy, financial performance, governance and other current matters, throughout the year in order to ensure that our management and Board understand and address the issues that are important to our shareholders. In addition to our quarterly earnings releases and related conference calls, we release monthly operating metrics providing updates on our business performance. Our chief executive officer, chief financial officer and our investor relations officer attend several investor conferences each year and also participate in several “roadshows” to meet with our investors. In addition, we host an award-winning annual Investor Day, on which our senior executives make presentations at our corporate headquarters concerning a wide variety of strategic and financial matters. Our chief financial officer and our investor relations officer also speak with analysts and investors throughout the year. For information on how to contact members of our Board, please see the section below entitled “Communications with the ~~assistance of the CGN&C Committee, has evaluated our compensation policies~~Lead Director and practices for all employees and has concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company. In reaching this conclusion, we undertook the following process:Non-Executive Directors.”

We conducted an analysis of our incentive compensation programs by an interdisciplinary team led by our CRO, consisting of employees in risk management, accounting/payroll, legal, internal audit and human resources, with special focus on the businesses of our fixed income and public finance units, RJ Bank, and the business of Morgan Keegan which we acquired in 2012.

This team conducted an initial evaluation of our compensation programs and policies across six elements: (i) performance measures, (ii) funding, (iii) performance period and pay mix, (iv) goal setting, (v) leverage, and (vi) controls and processes, focusing on significant risk areas.

The team found that formula-based funding of bonus pools is utilized consistently across the firm. Those formulas varied, with some being based on gross revenue, while the majority are based on pre-tax profit, and the allocations of the pools were aligned with the employee’s span of control and level of potential contribution. The team also determined that most bonus pools are not distributed on a purely formula basis, but rather that distribution was instead based on subjective factors, including longer term performance and ongoing consideration by the employee of the risks involved in the business.

The team also noted the risk mitigation effect of our stock bonus plan allocation formula, which imposes the requirement that a portion of bonus amounts exceeding $275,000 be delivered — not in cash — but in the form of equity awards that vest over time, and that the equity proportion increases as the size of the overall bonus rises.

Additionally, the team took into account the risk mitigation effect of our 2010 Compensation Recoupment Policy, which added formal ‘‘claw-back’’ provisions to our bonus arrangements, as well as our 2014 revisions to such policy to add additional triggers based on serious misconduct or materially imprudent judgment that caused the company material financial or reputational harm.

In light of the above, our Board continues to conclude that our compensation policies in general, and our incentive programs in particular, remain well aligned with the interests of our shareholders and do not create risks that are reasonably likely to result in a material adverse impact on the Company.

INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

BOARD MEETINGS AND ANNUAL MEETING OF SHAREHOLDERS

During the fiscal year ended September 30, ~~2015,~~2018, the Board held ~~four~~six meetings (not including committee meetings). Each director nominated for re-election at the Annual Meeting attended at least seventy-five percent (75%) of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which he or she served during fiscal ~~2015.~~2018. It is the policy of the Board that all directors attend the annual shareholder meeting. All of our directors other than Mr. Saltzman attended the ~~2015~~2018 annual meeting. The non-executive directors (those directors who are not officers or employees of the company) meet in executive session at least ~~once~~four times per year during a regularly scheduled Board meeting without management. ~~Mr. Hardwick Simmons,~~Ms. Susan Story, a non-executive and independent director and our Lead Director, ~~during fiscal 2015,~~ presided at the regular executive sessions of the non-executive directors.

COMMITTEE MEMBERSHIP AND MEETINGS

The current committees of the Board are the Audit and Risk Committee, the Corporate Governance, Nominating and Compensation Committee, the Securities Repurchase Committee and the Securities Offerings Committee. The table below provides current membership information. ~~(As Mr. Simmons is not standing for re-election~~ ~~due to his having reached the normal 12-year Board tenure described in our Corporate Governance Principles, the Board intends to appoint a further director to the Securities Repurchase Committee and the Securities Offerings Committee following the Annual Meeting.)~~



	Audit and Risk⁽⁴⁾	Corporate Governance, Nominating and Compensation	Securities Repurchase Committee	Securities Offerings Committee
Charles G. von Arentschildt⁽¹⁾	M	—	—	—
Shelley G. Broader	M	—	—	—
~~Jeffrey N. Edwards~~ ⁽²⁾ Robert M. Dutkowsky	M	—	—	—
Jeffrey N. Edwards	—	M	M	M
Benjamin C. Esty	C	—	—	—
Anne Gates	M	—	—	—
Gordon L. Johnson	—	MC	—	—
Roderick C. McGeary⁽³⁾	M	—	—	—
Robert P. Saltzman	—	CM	M	AM
~~Hardwick Simmons~~	M	—	M	M
Susan N. Story	—	M	—M	—M
Thomas A. James	—	—	M	M
Paul C. Reilly	—	—	—M	M
Francis S. Godbold	—	—	—	AM

_________________

M — Member, C — Chairman, AM — Alternate Member

⁽¹⁾ ~~Mr. von Arentschildt was appointed to the Board and the Audit and Risk Committee in August 2015.~~

⁽²⁾ ~~Mr. Edwards was re-assigned from the CGN&C Committee to the Audit and Risk Committee in August 2015.~~

⁽³⁾ ~~Mr. McGeary was appointed to the Board and the Audit and Risk Committee in November 2015.~~

⁽⁴⁾ ~~Prior to his retirement from the Board in February 2015, Mr. Habermayer was a member of the Audit and Risk Committee.~~

Below is a description of each committee of the Board. The Board has affirmatively determined that each of the Audit and Risk Committee and the Corporate Governance, Nominating and Compensation Committee consists entirely of independent directors pursuant to rules established by the NYSE and rules promulgated under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’).

THE AUDIT AND RISK COMMITTEE

The Audit and Risk Committee was chaired during fiscal ~~2015~~2018 by ~~Mr. Esty and - for the period prior to November 20, 2014 - by Mr. Simmons.~~Prof. Esty. The committee currently consists additionally of Ms. Broader, Ms. Gates, and Messrs. von Arentschildt, ~~Edwards~~Dutkowsky and McGeary. (Ms. Gates was appointed to the Audit and Risk Committee, and Mr. Edwards resigned from the Audit and Risk Committee and was appointed to the Corporate Governance, Nominating and Compensation Committee, each effective February 25, 2018.) The committee met nine times during ~~2015.~~2018. Under its charter, the committee:

is comprised of at least three members of the Board, each of whom is ‘‘independent’’ of the company under the NYSE and SEC rules and is also ‘‘financially literate,’’ as defined under NYSE rules,

includes at least one member who has accounting or financial management expertise, and at least one member who qualifies as an ‘‘audit committee financial expert’’ under applicable rules,

members and chair are appointed and removed by the Board,

members may not serve simultaneously on the audit committees of more than three public companies, including the company, unless the Board determines that such service would not impair such member’s effectiveness and such determination is disclosed under applicable rules,

is required to meet prior to each quarterly meeting of the Board and prior to the release of quarterly financial results,

periodically meets with the director of Internal Audit and the independent auditor in separate executive sessions without members of senior management present,

has the authority to retain independent advisors, at the company’s expense, wherever it deems appropriate to fulfill its duties, and

reports to the Board regularly.

The committee’s charter is available on the company’s ~~Web site.~~website. The charter sets forth the committee’s responsibilities, which include:

the appointment, retention, compensation and oversight of the work of the independent auditor,

annually reviewing the independent auditor’s report and evaluating its qualifications, performance and independence,

~~exercising oversight with respect to the company’s internal audit function,~~

pre-approval of the independent auditor’s engagement to provide any audit or permitted non-audit services,

reviewing and discussing with management and the independent auditor (i) the company’s audited financial statements and related disclosures, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, (ii) its earnings press releases and periodic filings, (iii) its critical accounting policies, (iv) the quality and adequacy of its internal controls over financial reporting, disclosure controls and procedures, and accounting procedures, (v) any use of non-GAAP financial measures, and ~~(v)~~(vi) any audit problems or difficulties,

approving in advance any proposed hiring of current or former employees of the company’s independent auditor,

exercising oversight with respect to the company’s internal audit function, including receiving and reviewing reports from the internal audit department regarding the results of audits undertaken and management’s response to recommendations,

exercising its authority to direct the internal audit department to undertake specific projects, including review of specific company departments,

exercising oversight with respect to management’s responsibilities to assess and manage key risks, including market, credit, liquidity, funding, operational and reputational risk,

exercising oversight of the company’s risk governance structure, including the performance of the ~~chief risk officer, and review of~~CRO,

reviewing reports regarding major risk exposures, including the Enterprise Risk Management Report,

reviewing the pertinent risk parameters for the company’s most important risks and reviewing and approving corporate risk assessment and management procedures,

reviewing reports from the chief compliance officer regarding compliance activities, and from the general counsel regarding material legal and regulatory matters, and

preparing the annual report of the Audit and Risk Committee presented in the company’s proxy statement.

In connection with its oversight of management’s responsibilities to address key risks, the committee monitors and oversees the company’s Enterprise Risk Management program, which is under the direction of our CRO. The CRO and other managers have prepared a series of qualitative appetite statements that articulate the company’s conservative risk culture. Tolerance statements and measures have also been developed which attempt to quantitatively define the company’s adherence to its risk appetite. These statements are internally reviewed and approved by a risk committee structure established by management to address specific aspects of risk (i.e., market, liquidity, credit, operational, etc.), and are organized under the direction of the ERMC which is chaired by the CRO. The committee subsequently reviews and approves these risk appetite and tolerance statements on at least an annual basis, and receives periodic reports from the ERMC and the CRO in order to monitor our adherence to them. In addition, the committee receives quarterly risk assessments from the ERMC and the CRO that identify new and emerging risks, changes to internal controls, and results of assurance activities, which include internal audits, regulatory examinations, and other self-assessment activities. Additionally, the chairman of the committee discusses the significant aspects of the Enterprise Risk Management program with the full Board at its regular meetings.

The committee 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 specifically approved by the Audit and Risk Committee.

The Board has determined that each member of the committee is ‘‘financially literate’’ under the NYSE listing ~~standards.~~standards and is ‘‘independent’’ of the company under SEC rules and the NYSE listing rules. The Board has further determined that Ms. Gates and each ~~member~~ of ~~the committee~~Messrs. Esty and McGeary qualifies as an ‘‘audit committee financial expert’’ (as defined under the SEC’s rules and regulations)~~, that each member of the committee is also ‘‘independent’’ of the company under SEC rules~~ and ~~the NYSE listing rules, and that each member~~ also has ‘‘accounting or related financial management expertise.’’

THE CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE

The Corporate Governance, Nominating and Compensation Committee is chaired by Mr. ~~Saltzman~~Johnson and currently consists additionally of Messrs. Edwards and Saltzman, and Ms. ~~Story and Mr. Johnson.~~Story. (Mr. Edwards was appointed to the committee effective February 25, 2018.) The committee met five times during ~~2015.~~2018. Under its charter, the committee:

is comprised solely of members of the Board who are ‘‘independent’’ of the company under the NYSE and SEC rules,

members are appointed and removed by the Board,

is generally required to meet prior to each quarterly meeting of the Board and to hold an additional meeting to approve incentive compensation awards for senior management,

has the authority to retain independent advisors, at the company’s expense, wherever it deems appropriate to fulfill its duties, including any compensation consulting firm or other adviser, and has direct responsibility for determining the compensation of, and exercising oversight of the work of, any such adviser, and

reports to the Board regularly.

The committee’s charter is available on the company’s ~~Web site.~~website. The charter sets forth the committee’s responsibilities in relation to compensation matters, which include:

annually approving the compensation structure for senior management,

annually establishing criteria for the compensation of the chief executive officer, evaluating his or her performance and determining the amount of his or her compensation,

reviewing executive succession planning for senior management, including the chief executive officer,

reviewing and approving the company’s equity-based and other incentive compensation plans, and overseeing the administration thereof,

annually reviewing and recommending to the Board the amounts for the company’s contributions to employee benefit plans,

overseeing the administration of the company’s other employee benefit plans, and

preparing the annual report on executive officer compensation for the company’s proxy statement.

The committee meets at least every three years to review and determine the compensation of the company’s non-executive directors. In reviewing and determining non-executive director compensation, the committee considers, among other things, the following principles:

that the compensation should fairly pay the non-executive directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees,

that a component of the compensation should be designed to align the non-executive directors’ interests with the long-term interests of the company’s shareholders, and

that non-executive directors’ independence may be compromised or impaired for Board or committee purposes if director compensation exceeds customary levels.

As a part of its review, the committee has engaged Pay Governance LLC as a third-party consultant to report on comparable non-executive director compensation practices and levels. No executive officer of the company is involved in determining or recommending non-executive director compensation levels. See the section of this Proxy Statement entitled ‘‘DIRECTOR COMPENSATION’’ below, for a more detailed discussion of compensation paid to the company’s directors during ~~2015.~~2018.

The charter also sets forth the committee’s responsibilities in relation to nominations and corporate governance, which include:

identifying potential nominees for director, including candidates recommended by management, reviewing their qualifications and experience, and recommending to the Board a slate of nominees for consideration by shareholders,

developing and monitoring compliance with corporate governance policies,

leading the Board in an annual review of its performance, and of the performance of each Board committee,

periodically reviewing and assessing the company’s codes of ethics to determine whether any changes are appropriate and recommending any such changes to the Board for its approval,

making recommendations to the Board with respect to reasonable director compensation, after considering the impact of compensation levels on director independence, and

exercising sole authority to retain any search firm to identify director candidates, including sole authority for determining the compensation of, and other terms for the engagement of, any such firm.

The candidates proposed for election in Proposal No. 1 of this Proxy Statement were unanimously recommended by the committee to the Board.

The committee will consider candidates recommended for nomination to the Board by shareholders of the company. Shareholders may nominate candidates for election to the Board under Florida law and our By-laws. Under our By-laws, notice of such a proposal must generally be provided to the Secretary not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. In addition, our By-laws contain additional requirements applicable to any shareholder nomination, including a description of the information that must be included with any such proposal. For further information regarding deadlines for shareholder proposals, please see the section of this proxy statement below entitled ‘‘ADDITIONAL INFORMATION — Shareholder Proposals for the ~~2017~~2020 Annual Meeting.’’

The committee reviews the experience and qualifications of all potential nominees to the Board. The manner in which the committee evaluates candidates recommended by shareholders would be generally the same as any other candidate. However, the committee would also seek and consider information concerning any relationship between a shareholder recommending a candidate and the candidate to determine if the candidate can represent the interests of all of the shareholders. The committee would not evaluate a candidate recommended by a shareholder unless the shareholder’s proposal provides that the potential candidate has indicated a willingness to serve as a director, to comply with the expectations and requirements for Board service as publicly disclosed by the company and to provide all of the information required under our By-laws and necessary to conduct an evaluation.

The committee believes there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position on the Board, including that such nominee:

be an individual demonstrating high standards of integrity and character;

offer important perspectives on some aspect of the company’s business based on his or her business experience;

may not be on the boards of more than three (3) other public companies; and

may not be subject to certain convictions, sanctions, judgments, orders or suspensions imposed by courts or regulatory authorities.

In considering candidates for director nominee, the committee generally assembles all information regarding a candidate’s background and qualifications, evaluates a candidate’s mix of skills and qualifications and determines the contribution that the candidate could be expected to make to the overall functioning of the Board, giving due consideration to the Board balance of diversity of perspectives, backgrounds and experiences. While the committee routinely considers diversity as a part of its deliberations, it has no formal policy regarding diversity. With respect to current directors, the committee considers past participation in and contributions to the activities of the Board. The committee recommends director nominees to the Board based on its assessment of overall suitability to serve in accordance with the company’s policy regarding nominations and qualifications of directors.

THE SECURITIES REPURCHASE COMMITTEE

The Securities Repurchase Committee consists of Jeffrey N. Edwards, Thomas A. James, ~~Hardwick Simmons and~~Paul C. Reilly, Robert P. ~~Saltzman.~~Saltzman and Susan N. Story. This committee ~~which~~ met ~~one time~~four times during fiscal ~~2015,~~2018. It has authority to approve certain purchases of our stock or notes from time to time. It does not have a separate charter.

THE SECURITIES OFFERINGS COMMITTEE

The Securities Offerings Committee consists of Jeffrey N. Edwards, Thomas A. James, Paul C. Reilly and ~~Hardwick Simmons,~~Susan N. Story, with Robert P. Saltzman and Francis S. Godbold as alternate members. This committee, which did not meet in fiscal ~~2015,~~2018, has authority to approve the terms of securities offered under our shelf registration statement filed with the SEC. It does not have a separate charter.

DIRECTOR COMPENSATION

Directors who are Raymond James employees do not receive compensation for their services as directors. The CGN&C Committee reviews and determines the compensation paid to non-executive directors at least every three ~~years.We~~years. We also reimburse each of our non-executive directors for their travel expenses incurred in connection with attendance at Board of Directors and committee meetings.

~~In November 2014, the~~The CGN&C Committee ~~determined that, effective immediately,~~has recommended, and the Board has approved, the annual fees for non-executive directors ~~should be as~~ described below. In November 2018, the Board approved an increase in the additional fees for Audit and Risk Committee and CGN&C Committee chairs, effective upon the Annual Meeting, to $60,000 and $30,000, respectively. (All annual cash fees are paid in quarterly installments in arrears for the period of service between ~~regularly scheduled~~regularly-scheduled Board meetings.)

Annual Retainer — Annual cash retainer of ~~$90,000~~$100,000

Meeting Attendance Fees — No meeting attendance fees

Shares Fee — Annual award of restricted stock units with a value of ~~$125,000,~~$150,000, which units will vest in full on the first anniversary of the grant

Lead Director Fee — An additional annual cash fee of $25,000

Audit and Risk Committee Chair — An additional annual cash fee of ~~$20,000~~$50,000

Corporate Governance, Nominating and Compensation Committee Chair — An additional annual cash fee of $15,000

We have also entered into indemnification agreements with each of our non-executive directors, which provide for indemnification, to the fullest extent permitted by applicable law, with respect to all expenses and claims that a director incurs in connection with any event or occurrence related to the fact that the director was serving as a director, officer, fiduciary, employee, agent or advisor of Raymond James or any of our affiliates. Pursuant to the agreements, directors may also obtain advancement of certain expenses in connection with indemnified claims. (A copy of the form of indemnification agreement is an exhibit to our Annual Report on Form 10-K, as filed with the SEC.)

Stock Ownership Policy for Non-Executive Directors

~~In February 2015, we adopted~~The Board maintains a ~~revised~~ Board and Executive Officer Stock Ownership Policy that requires our non-executive directors to attain certain levels of ownership by the board meeting immediately following the fifth annual ~~directors~~ meeting ~~after~~of shareholders following their joining our Board. The policy requires non-executive directors to own shares of at least five (5) times the value of their annual cash retainer. For this purpose, shares held are valued at the weighted average of the closing prices on the NYSE on the date of each separate acquisition, and compliance with the policy is tested annually. Shares that count toward satisfaction of the requirement consist of shares directly or indirectly owned, shares jointly owned with immediate family members, shares owned indirectly through a retirement plan, and restricted stock and time-vesting RSUs during the vesting period. Until the required ownership level is achieved, each non-executive director must retain 100% of the net shares (after any deductions from the vesting award for exercise price or taxes) obtained through the company’s share incentive plans.

The following table shows, as of September 30, ~~2015,~~2018, the status of our non-executive directors meeting the requirements of the policy.


Name	Year Service Commenced	Shares of Stock Held (#)	Restricted Stock Units Held (#)	Total Shares Held (#)	Share Ownership Goal Met⁽¹⁾	Year Service Commenced	Shares of Stock Held (#)	Restricted Stock Units Held (#)	Total Shares Held (#)	Share Ownership Goal Met⁽¹⁾
Charles G. von Arentschildt	2015	0	1,806		—	2015	5,515	1,644	7,159	ü
Shelley G. Broader	2008	8,800	7,408	16,208	ü	2008	20,237	2,044	22,281	ü
Jeffrey N. Edwards	2014	2000	4,208	6,208	—	2014	10,237	2,044	12,281	ü
Benjamin C. Esty	2014	300	4,208	4,508	—	2014	9,537	2,044	11,581	ü
Anne Gates						2018	—	1,617		—
Gordon L. Johnson	2010	3,850	8,008	11,858	ü	2010	15,707	3,101	18,808	ü
Roderick C. McGeary						2015	4,977	1,644	6,621	ü
Robert P. Saltzman	2007	11,300	7,408	18,708	ü	2007	22,737	2,044	24,781	ü
Hardwick Simmons	2003	50,706	7,408	58,114	ü
Susan N. Story	2008	11,300	7,408	18,708	ü	2008	23,094	2,044	25,138	ü

________________


(1)	Based on our current compensation practices, it is anticipated that ~~Messrs. von Arentschildt, Edwards and Esty~~Ms. Gates will attain ~~their~~her share ownership goal within the time period prescribed by the policy.

Director Compensation Table for ~~2015~~2018

The following table sets forth the compensation paid to our non-executive directors for services during fiscal year ~~2015.~~2018.


Name(1)	Fees Paid in Cash ($)⁽¹⁾			Stock Awards ($)⁽²⁾			All Other Compensation ($)		Total ($)		Fees Paid in Cash ($)⁽²⁾			Stock Awards ($)⁽³⁾			All Other Compensation ($) ⁽⁴⁾		Total ($)
Charles G. von Arentschildt ⁽³⁾	$	—		$	62,467	⁽⁴⁾	$	—	$	62,467	$	100,000		$	149,966		$	1,438	$	251,404
Shelley G. Broader	$	89,000		$	124,973		$	—	$	213,973	$	100,000		$	149,966		$	4,174	$	254,140
Jeffrey N. Edwards	$	88,500		$	124,973		$	—	$	213,473	$	100,000		$	149,966		$	2,690	$	252,656
Benjamin C. Esty	$	104,000		$	124,973		$	—	$	228,973	$	150,000		$	149,966		$	2,690	$	302,656
Francis S. Godbold⁽⁵⁾	$	—		$	—		$	125,782	$	125,782
H. William Habermeyer, Jr.⁽⁶⁾	$	44,000		$	—		$	—	$	44,000
Anne Gates⁽⁵⁾											$	50,000		$	149,912	⁽⁶⁾	$	—	$	199,912
Gordon L. Johnson	$	120,500	⁽⁷⁾	$	141,953	⁽⁸⁾	$	—	$	262,453	$	147,500	⁽⁷⁾	$	174,918	⁽⁸⁾	$	4,806	$	327,224
Roderick C. McGeary											$	100,000		$	149,966		$	1,438	$	251,404
Robert P. Saltzman	$	102,500		$	124,973		$	—	$	227,473	$	107,500	⁽⁹⁾	$	149,966		$	4,174	$	261,640
Hardwick Simmons	$	114,125		$	124,973		$	—	$	239,098
Susan N. Story	$	88,500		$	124,973		$	—	$	213,473	$	125,000		$	149,966		$	4,174	$	279,140

________________


(1)	Mr. Godbold, our Vice Chairman, is an employee who does not receive any additional compensation for services as a director. Please see the section below entitled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” for information regarding his compensation as an employee.


(2)	Includes the annual retainer and, as applicable, Lead Director and committee chair fees.

~~(2)~~(3)

The amounts shown in this column represent the aggregate grant date fair value of restricted stock units (‘‘RSUs’’) granted to our directors who are not Named Executive Officers in fiscal year ~~2015. Except~~2018. With the exception of RSUs awarded to Ms. Gates upon her appointment to the Board (see footnote 6 below for ~~the RSUs granted to~~more information) and Mr. ~~von Arentschildt (please see footnote (4) below)~~Johnson for service as a director of RJ Bank, the grant date fair value per share of the RSUs granted to each of the directors in fiscal year ~~2015~~2018 under Accounting Standards Codification (ASC) Topic 718 (‘‘ASC Topic 718’’) was ~~$56.60.~~$91.22. Awards vest on the first anniversary of the grant.


~~(3)~~(4)	~~Mr. von Arentschildt~~All other compensation represents accrued dividend equivalents on unvested restricted stock units as of September 30, 2018.


(5)	Ms. Gates was ~~elected~~appointed to the Board on ~~August 19, 2015.~~February 25, 2018.


~~(4)~~(6)	Includes 1,617 RSUs awarded to Ms. Gates upon her appointment to the Board in February 2018. The grant date fair value per share ~~under ASC Topic 718~~ of ~~the~~these RSUs ~~granted to Mr. von Arentschildt~~ was ~~$57.52.~~


~~(5)~~	Mr. Godbold is an executive officer, other than a Named Executive Officer, who does not receive any additional compensation for services provided as a director. The amounts shown in this table reflect his compensation as an employee.


~~(6)~~	~~Mr. Habermeyer's term ended on February 19, 2015.~~$92.71.


(7)	The fees paid in cash to Mr. Johnson include ~~$32,000 fees~~$40,000 paid to him by RJ Bank for his service as a director ~~of RJ Bank.~~and $7,500 for his service as the Corporate Governance, Nominating and Compensation Committee Chair.


(8)	Includes ~~300~~277 RSUs awarded to Mr. Johnson for ~~services provided~~service as a director of RJ Bank. The grant date fair value per share of these RSUs was $90.08.


(9)	Includes $7,500 for his service as the Corporate Governance, Nominating and Compensation Committee Chair.

The aggregate number of share awards outstanding, as of September 30, ~~2015,~~2018, for each of our non-executive directors was as follows:



Name	Restricted Stock Units Outstanding (#)
Charles G. von Arentschildt	~~1,086~~1,644
Shelley G. Broader	~~7,408~~2,044
Jeffrey N. Edwards	~~4,208~~2,044
Benjamin C. Esty	~~4,208~~2,044
~~Francis S. Godbold~~Anne Gates	—
~~H. William Habermeyer, Jr.~~	~~5,600~~1,617
Gordon L. Johnson	~~8,008~~3,101
Roderick C. McGeary	1,644
Robert P. Saltzman	~~7,408~~
~~Hardwick Simmons~~	~~7,408~~2,044
Susan N. Story	~~7,408~~2,044

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS

The following table sets forth the shares beneficially owned as of December ~~15, 2015~~18, 2018 by each shareholder known to us to beneficially own more than five percent (5%) of the company’s outstanding shares. The percentage of ownership indicated in the following table is based on ~~143,936,698~~142,541,858 shares outstanding as of December ~~15, 2015.~~18, 2018.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾		Percent of Class		Amount and Nature of Beneficial Ownership⁽¹⁾		Percent of Class
Thomas A. James, Executive Chairman, Director,
Thomas A. James, Chairman Emeritus, Director,					13,867,199		9.73	%
880 Carillon Parkway, St. Petersburg, FL 33716	14,717,358		10.22	%
BlackRock, Inc., 55 East 52nd Street, New York, NY 10022	8,396,176	⁽²⁾	5.83	%
The Vanguard Group, Inc., 100 Vanguard Boulevard,					13,277,454	⁽²⁾	9.19	%
Malvern, PA 19355	7,736,041	⁽³⁾	5.38	%
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055					8,483,302	⁽³⁾	5.90	%

________________


(1)	Except as described otherwise in the footnotes to this table, each beneficial owner in the table has sole voting and investment power with regard to the shares beneficially owned by such owner.

(2)

On February 12, 2018, 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 sole voting power with respect to 180,896 shares, shared voting power with respect to 26,368 shares, sole dispositive power with respect to 13,070,730 shares, and shared dispositive power with respect to 206,724 shares, of our common stock.


(3)	On January ~~30, 2015,~~29, 2018, 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 ~~7,795,241~~7,457,224 shares, and sole dispositive power with respect to ~~8,396,176~~8,483,302 shares, of our common stock.


~~(3)~~	On February 10, 2015, The Vanguard Group, Inc., on behalf of itself and certain of its affiliates (collectively, "Vanguard") filed a Schedule 13G with the SEC indicating that Vanguard had sole voting power with respect to 120,168 shares, sole dispositive power with respect to 7,629,359 shares, and shared dispositive power with respect to 106,682 shares, of our common stock.

SECURITY OWNERSHIP OF MANAGEMENT

The following table lists the shares of common stock beneficially owned as of December ~~15, 2015~~18, 2018 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 ~~143,936,698~~142,541,858 of the company’s shares outstanding on December ~~15, 2015.~~18, 2018.

Beneficial ownership reported in the below table has been determined according to SEC regulations and includes shares that may be acquired within 60 days after December ~~15, 2015,~~18, 2018, upon the exercise of outstanding stock options and the vesting of restricted stock units. Unless otherwise indicated, all directors, director nominees and executive officers have sole voting and investment power with respect to the shares shown. Except as indicated, no shares are pledged as security. As of December ~~15, 2015,~~18, 2018, no individual director, director nominee or named executive officer other than Thomas A. James, our ~~Executive~~ Chairman Emeritus, owned beneficially 1% or more of our shares, and our directors, director nominees and executive officers as a group owned approximately ~~11.21%~~10.74% of our outstanding shares.


Name	Common Stock Beneficially Owned							Common Stock Beneficially Owned
Name	Owned Shares		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		Owned Shares		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	14,717,358	⁽¹⁾⁽²⁾	—	—	14,717,358	10.22	%	13,867,199	⁽¹⁾⁽²⁾	—	—	13,867,199	9.73	%
Charles G. von Arentschildt	—		—	—	—	*		5,515		—	—	5,515	*
Shelley G. Broader	8,800		—	—	8,800	*		20,237		—	—	20,237	*
John C. Carson, Jr.	65,226	⁽²⁾	—	—	65,226	*
James E. Bunn								17,664	⁽²⁾	1,800	—	19,464	*
Robert M. Dutkowsky								—		—	—	—	*
Jeffrey N. Edwards	2,000		—	—	2,000	*		10,237		—	—	10,237	*
Benjamin C. Esty	300		—	—	300	*		9,537		—	—	9,537	*
Anne Gates								—		—	—	—	*
Francis S. Godbold	181,484	⁽²⁾	—	—	181,484	*		154,658	⁽²⁾	—	—	154,658	*
Gordon L. Johnson	3,850		—	—	3,850	*		15,707		—	—	15,707	*
Jeffrey P. Julien	73,930	⁽²⁾⁽³⁾	54,000	—	127,930	*		85,003	⁽²⁾⁽³⁾	5,400	—	90,403	*
Roderick C. McGeary	—		—	—	—	*		4,977		—	—	4,977	*
Paul C. Reilly	193,643	⁽²⁾	—	—	193,643	*		149,001	⁽²⁾	—	—	149,001	*
Robert P. Saltzman	11,300		—	—	11,300	*		22,737		—	—	22,737	*
Hardwick Simmons	50,706		—	—	50,706	*
Susan N. Story	11,300		—	—	11,300	*		23,094		—	—	23,094	*
Jeffrey E. Trocin	155,641	⁽²⁾⁽⁴⁾	24,910	—	180,551	*		201,004	⁽²⁾	20,426	—	221,430	*
Dennis W. Zank	211,728	⁽²⁾	12,500	—	224,228	*		196,665	⁽²⁾	14,890	—	211,555	*
All Directors and Executive Officers as a Group (25 persons)	15,941,676	⁽²⁾	215,224	—	16,156,900	11.21	%
All Directors and Executive Officers as a Group (28 persons)								15,163,646	⁽²⁾	165,734	—	15,329,380	10.74	%

__________________


*	Less than 1%.


(1)	Includes ~~1,325,508~~662,754 shares held by the Robert A. James Irrevocable Trust, for which Thomas A. James serves as trustee, and which has as beneficiaries other James family members. Thomas A. James disclaims any beneficial ownership interest in this trust. Includes ~~48,087~~108,087 shares held by Thomas A. James’ spouse.


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


(3)	Includes ~~2,740~~5,660 shares held by Mr. Julien’s spouse.


~~(4)~~	~~Includes 1,115 shares held for Mr. Trocin’s daughters.~~

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This section of our Proxy Statement presents a discussion and analysis of the philosophy and objectives of our Board’s Corporate Governance, Nominating and Compensation Committee (referred to in this section as the “Committee”) in designing and implementing compensation programs for our executive officers. This section describes the ~~2015~~2018 compensation determinations relating to our chief executive officer (“CEO”), chief financial officer, and our next three most highly compensated executive officers ~~(referred~~(collectively referred to as our “named executive officers” or “NEOs”). Our named executive officers for ~~2015~~2018 were:

Paul C. Reilly, Chairman and Chief Executive Officer

Jeffrey P. Julien, Executive Vice President — Finance and Chief Financial Officer ~~and Treasurer~~

~~John C. Carson, Jr., President~~

~~Jeffrey~~James E. ~~Trocin, President —~~Bunn, Co-President - Global Equities and Investment Banking —- Raymond James & Associates, Inc.

Jeffrey E. Trocin, Co-President - Global Equities and Investment Banking - Raymond James & Associates, Inc.

Dennis W. Zank, former Chief Operating Officer

We seek to establish and maintain compensation policies that will enable us to attract, motivate and retain high-quality executive officers and ensure that their individual interests are aligned with those of our shareholders. Our goal is to utilize our compensation programs to reward executive officers for the achievement of ~~short-term and~~ long-term strategic and operational goals and increased total shareholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Our executive officers’ total compensation is comprised of a mix of base salary, annual incentive bonus (which includes both cash and time- and performance-based vesting restricted stock unit awards), grants of retention restricted stock units, and retirement plan contributions. The Committee does not utilize formulaic financial performance goals or targets in awarding compensation. Rather, the Committee reviews company and individual performance each year, and then applies its ~~broad~~ discretion in determining the appropriate amounts of compensation for the fiscal year, based on a variety of factors, both objective and subjective.

Fiscal ~~2015~~2018 Company Performance Highlights

Financial Performance. Our company ~~performed very well during~~generated strong financial results in fiscal ~~2015.~~2018. We achieved record annual net revenues of ~~$5.20~~$7.3 billion and record ~~annual~~ net income of ~~$502.1 million.~~$856.7 million, or $5.75 per diluted share. On a non-GAAP basis, adjusted net income was $964.8 million,⁽¹⁾ or $6.47 per diluted share.⁽¹⁾ Our other financial accomplishments during the year ~~included~~:included:

~~Both net~~Net revenues increased 14% and ~~pre-tax income~~diluted earnings per share increased 7%33% compared to fiscal ~~2014,~~2017,

~~Our pre-tax margin on net revenues for fiscal 2015 was 15.35%, above our 15% target,~~

~~Our return on equity for the fiscal year was 11.5%, slightly below our 12% target in this market environment, but solid particularly given our prudent capital position during fiscal 2015, and~~


•	Adjusted diluted earnings per share of $6.47⁽¹⁾ increased 24% compared to adjusted diluted earnings per share of $5.23⁽¹⁾ in fiscal 2017,


•	Our return on equity for the fiscal year was 14.4%, or 16.0%⁽¹⁾ on an adjusted basis, which is an admirable result particularly given our prudent capital position throughout fiscal 2018, and

The ratio of the firm’s total capital to risk-weighted assets remained above 20% throughout the ~~year.~~

year, well above regulatory requirements.

23________________

⁽¹⁾ Adjusted net income, adjusted earnings per diluted share, and adjusted return on equity are non-GAAP measures. Please refer to Appendix B for reconciliations of these measures to the most directly comparable GAAP measures and other required disclosures.

The firm’s ~~strong~~solid performance in fiscal ~~2015~~2018 was driven by record annual net revenues ~~in all of our core segments~~ and ~~record annual~~ pre-tax income in ~~all of~~ our ~~core segments except the Capital Markets~~Private Client Group segment, ~~which had its second best year.~~Asset Management segment and Raymond James Bank.

Private Client Group - Record ~~results~~net revenues of $5.09 billion increased 15% and record pre-tax income of $576.1 million increased 54% over fiscal 2017. Record net revenues were driven by strong growth in assets in fee-based accounts, ~~and~~ a significant net increase in the number of financial advisors to a record ~~6,596, which was driven by~~7,813, and the ~~second best~~benefit derived from higher short-term interest rates. Private Client Group assets under administration ended the fiscal year ~~for financial advisor recruiting coupled with superb retention results.~~

~~Capital Markets~~ ~~- Record annual net revenues were driven by~~at a record year for M&A revenues and tax credit funds syndication fees, which was partially offset by a very difficult year for equity underwriting attributable to market-driven weakness in both the energy and real estate sectors. Despite a very difficult market environment for Fixed Income, institutional fixed income commissions increased$755.7 billion, representing 15% ~~in fiscal 2015, helped by a strong year in the public finance business.~~growth over September 30, 2017.

Asset Management - Record ~~results~~net revenues of $654.4 million increased 34% and record pre-tax income of $235.3 million increased 37% over fiscal 2017. Record net revenues were driven by growth in financial assets under management, which ~~were~~reached a record $140.9 billion at ~~record levels for a large portion~~the end of the fiscal ~~year prior to the equity market downturn in late August. Despite the equity market decline during the fiscal year, an increase~~year. The 46% annual growth in financial assets under management was ~~enabled by growth~~attributable to the acquisition of Scout Investments and its Reams Asset Management division as well as strong net inflows in fee-based accounts in the Private Client Group ~~as well as increased penetration of assets in fee-based accounts.~~and market appreciation.

RJRaymond James Bank - Record net revenues of $726.7 million increased 23% and record pre-tax income of $491.8 million increased 20% over fiscal 2017. Record results were driven by ~~prudent and opportunistic~~robust loan growth ~~as well as an improvement in~~with a focus on lending to clients of the ~~net interest margin for the year of 9 basis points to 3.07%.~~Private Client Group and Capital Markets segments. Net loans at Raymond James Bank ~~reached~~finished the year at a record ~~$13.0~~$19.5 billion, ~~an 18.5% increase~~reflecting 15% growth for the year. The increase in short-term interest rates helped the Bank’s net interest margin increase by 12 basis points to 3.22% in fiscal ~~year. Moreover, the credit quality of the loan portfolio~~2018 from 3.10% in fiscal 2017. Credit metrics continued to improve, inwith criticized loans decreasing 12% compared to fiscal ~~2015,~~2017 and criticized loans as ~~nonperforming assets declined by 33% to $57 million, or 0.39%~~a percentage of total ~~assets~~loans declining to 1.18% compared to ~~0.69%~~1.54% for fiscal 2017.

Capital Markets - Net revenues of $963.8 million and pre-tax income of $90.6 million decreased 5% and 36% compared to fiscal 2017, respectively. Results in the ~~prior~~Capital Markets segment were helped by record investment banking revenues of $440.8 million, which were up 11% over fiscal 2017. The record investment banking revenues, which were led by record M&A results, partially offset the decline in institutional commissions during the fiscal year.

________________

Strategic Execution.In addition to ~~good absolute and relative~~outstanding financial results, the firm successfully executed several strategic initiatives during fiscal ~~2015. For example,~~2018. In the Private Client Group segment, ~~continued to significantly expand its footprint in selected U.S. geographies such as~~fiscal 2018 was a record year for financial advisor recruiting, and retention of advisors remained excellent. In the ~~West and Northeast. The~~ Capital Markets segment, ~~broadened~~we continued to make significant investments to expand and ~~strengthened its expertise with key additions to~~strengthen our ~~Equity Investment Banking platform.~~M&A platform, both in the U.S. and Europe. In the Asset Management segment, we successfully completed the acquisition and integration of Scout Investments and its Reams Asset Management division and continued to ~~expand~~increase the utilization of both managed and non-managed fee-based accounts by our ~~product offering, including with the acquisition of Cougar Global Investments.~~Private Client Group clients. Raymond James Bank continued to utilize its lending solutions to better serve clients in the Private Client Group and Capital Markets ~~segments.~~segments, and continued to grow its agency-backed securities portfolio to efficiently utilize its capital. Finally, we continued ~~investments~~investing heavily in technology ~~products and services~~ to ~~help~~strengthen our relationships with our advisors ~~expand their businesses.~~and clients and to remain compliant with regulatory requirements. Most importantly, we successfully implemented these strategic initiatives while maintaining our unique, client-focused culture.

Summary of Compensation Decisions for ~~2015~~2018

After assessing the company’s financial and strategic performance for fiscal ~~2015,~~2018, and after further evaluating the individual performance of our named executive officers, the Committee exercised its discretion to award total annual direct compensation for ~~2015~~2018 to our NEOs as set forth in the following table. For purposes of this table, ‘‘total annual direct compensation’’ means the sum of (i) salary for the fiscal year indicated, (ii) the annual bonus (both cash and equity components) earned for the fiscal year indicated, and (iii) retention RSUs earned ~~during such~~for the fiscal year indicated but ~~awarded~~granted in the subsequent fiscal year.

							Total Annual Direct Compensation
Named Executive Officer	Fiscal 2015	Fiscal 2014	Percentage Increase/(Decrease)	Fiscal 2018	Fiscal 2017	Percentage Increase/(Decrease)
Paul C. Reilly	$7,768,000	$5,640,192	37.73%	$12,453,375	$11,090,000	12.29%
Jeffrey P. Julien	$2,415,250	$2,215,192	9.03%	$3,426,350	$3,121,500	9.77%
John C. Carson, Jr.	$3,186,500	$2,945,192	8.19%
James E. Bunn				$4,412,600	$—	na
Jeffrey E. Trocin	$3,441,500	$3,798,942	(9.41)%	$3,830,060	$4,246,500	(9.81)%
Dennis W. Zank	$3,416,500	$3,172,692	7.68%	$3,330,000	$4,021,500	(17.20)%

This table depicts how the Committee viewed its compensation decisions for our NEOs, but the presentation herein differs substantially from the Summary Compensation Table (‘‘SCT’’) on page 3841 that is required by SEC rules. This table is not a substitute for the information presented in the SCT. Among other differences, the table above includes equity awards in the column for the fiscal year they were earned, rather than the year in which the grant date occurred. Please see the note on page 3234 for further important information on the differences between this presentation and the SCT.

While it considers numerous factors with respect to company and individual performance during the year, as well as certain market data regarding compensation levels for particular comparable industry positions, the Committee does not attempt to rank or assign relative weight to any particular factor. The Committee does not rely on any single factor as a substitute for its own judgment in making compensation decisions, but rather applies its independent discretion in considering them in their entirety. Although the Committee did not ‘‘benchmark’’ compensation against the compensation practices of a peer group, it did engage an outside compensation consultant, Pay Governance LLC, to provide certain market data in connection with its ~~2015~~2018 compensation determinations for certain of our executive officers, including our chief executive officer. The Committee uses such data as a reference ~~material~~ to assist it in maintaining a general awareness of industry compensation standards and trends. The market data does not formulaically determine the Committee’s compensation decisions for any particular executive officer. The Committee does not target a particular percentile of the peer group with respect to total pay packages or any individual component of pay.

________________

For ~~2015,~~2018, the Committee approved the use of ~~three~~two peer groups:

A “corporate” peer group that was considered in reference to compensation decisions for Messrs. Reilly ~~Julien~~ and ~~Zank~~Julien (our chief executive officer ~~chief financial officer~~ and chief ~~operations~~financial officer, respectively), which included compensation information for similar positions in companies of comparable size to Raymond James (“Corporate Peers”), and

A ~~separate~~second peer group that was considered in reference to compensation decisions for ~~Mr. Carson (our President, Fixed Income~~Messrs. Bunn and ~~Public Markets), which included compensation information for similar positions in companies of size and complexity comparable to this business unit within Raymond James (“Fixed Income Peers”), and~~

~~A third peer group that was considered in reference to compensation decisions for Mr.~~ Trocin (our ~~President,~~Co-Presidents, Global Equities and Investment Banking), which included compensation information for similar positions in companies of size and complexity comparable to this business unit (“Equity Capital Markets Peers”).

For its evaluation of 2018 compensation, the Committee - on the recommendation of its outside consultant - determined to revise the composition of the Equity Capital Markets Peers that it used in the prior fiscal year by replacing certain constituent companies. These changes were made to more closely align the peer group with the markets in which Equity Capital Markets competes for business and talent. The Committee believes that, following such revision, the Equity Capital Markets Peer group is better aligned with the size, scale and complexity of the Company’s Equity Capital Markets business.

25In light of Mr. Zank’s retirement, the Committee did not consider peer group data in determining his 2018 compensation.

The following table lists the companies that make up each of these peer groups:



Corporate ~~Peers~~	~~Fixed Income~~ Peers	Equity Capital Markets Peers
Affiliated Managers Group	Cannacord Genuity
Ameriprise Financial Inc.	~~Fifth Third Bank~~	~~Canaccord Genuity Group Inc.~~Cowen and Company
Charles Schwab Corp.	~~First Tennessee/First Horizon~~	~~Cowen & Company~~
~~Comerica~~	~~Stifel~~	D.A. Davidson & CoCo.
E Trade Financial Corp.	~~Piper Jaffray~~	Evercore Partners Inc.
Edward Jones	~~Robert W Baird~~	~~FBR & Co.~~Jefferies
Franklin Resources Inc.	~~Vining Sparks~~	~~Guggenheim Partners~~JMP Group LLC
Invesco Ltd.	~~PNC~~	~~Janney Montgomery Scott~~KeyCorp.
Lazard Ltd.	~~SunTrust~~	~~Jeffries~~Macquarie Group Limited
Legg Mason, Inc.	~~Wells Fargo~~	~~JMP Group LLC~~Moelis & Company
Leucadia National ~~Corp (Jeffries)~~Corp.		~~KeyCorp.~~Nomura Securities
LPL Financial Holdings Inc.		~~Leerink Partners~~Piper Jaffray
Northern Trust Corp.		~~Macquarie Group Limited~~Robert W. Baird & Co.
Robert W. Baird		~~Moelis & Company~~SunTrust/Robinson Humphrey
State Street Corp.		~~Nomura Securities~~William Blair & Company
Stifel Financial Corp.		~~Keycorp/Pacific Crest Securities~~
T. Rowe Price Group Inc.		~~Piper Jaffray~~
TD Ameritrade Holding Corp.		~~Robert W. Baird & Co.~~
		~~SunTrust/Robertson Humphrey~~
		~~Tudor, Pickering, Holt & Co.~~
		~~William Blair & Co.~~

Elements of Compensation

The Committee seeks to utilize a balanced mix of compensation elements to achieve its goals, with total compensation for our executive officers heavily weighted towards variable elements that reward long-term performance. The following table describes each component of our executive compensation program, how it is determined, and the purpose or purposes we believe it accomplishes.



Compensation Type	Pay Element		How It Is Determined		What It Does
Fixed		Base Salary	➢	Varies with experience, duties and scope of responsibility	➢	Provides a base level of fixed pay
			➢	Internal and external market factors
			➢	Reviewed annually and adjusted effective at the beginning of each calendar year
Variable		Annual Bonus — Cash	➢	Based upon company’s annual financial results and progress against strategic objectives	➢	Provides a competitive annual incentive opportunity
			➢	Funded from a pool not to exceed 6% of consolidated pre-tax income, with no individual bonus to exceed 3%
			➢	IfFor CEO, 50% of annual bonus is delivered in cash, and 50% in the form of equity awards - see below
			➢	For other NEOs, if annual bonus exceeds $275,000, a portion is delivered in the form of equity awards − see below
Variable		Annual Bonus — Equity	➢	IfFor CEO, 50% is delivered in the form of restricted stock units (‘‘RSUs’’), with 40% of those consisting of time-vesting RSUs and 60% consisting of performance-vesting RSUs	➢	Aligns executive with shareholder interests
			➢	For other NEOs, if annual bonus exceeds $275,000, a variable portion of the amount above $250,000 is delivered in the form of ~~restricted stock units (‘‘RSUs’’)~~	➢	~~Aligns executive~~RSUs, with ~~shareholder interests~~
			➢	~~Equity~~the equity proportion ~~increases~~increasing with size of bonus	➢	Encourages retention by vesting at end of 3-year period
			➢	~~One-half of RSUs vest on 3~~^rd ~~anniversary of grant~~	➢	~~Performance vesting awards depend on company’s achievement of ROE thresholds, thus further aligning executive with shareholder interests~~
			➢	One-half of RSUs vest on 3^rd anniversary of grant, and the remaining one-half vest on 3^rd anniversary of grant conditional on company performance ~~- applies to grants since fiscal 2012~~as set forth below
			➢	Performance vesting requires company to attain defined adjusted, or non-GAAP, average after-tax return on equity (‘‘ROE’’) levels over the vesting period	➢	Performance vesting awards depend on company’s achievement of ROE thresholds, thus further aligning executive with long-term shareholder interests
			➢	~~Vesting~~For 2018 awards, vesting formula ranges between 0% of award for ROE <5%7% to 150% of award for ROE ≥ ~~17% (ROE of 6% and 18%, respectively, for awards prior to fiscal 2015)~~19%
Variable		Retention Awards - RSUs	➢	Annual RSU grants to executives are ~~based on~~driven by retention needs	➢	Aligns executive with shareholder interests
			➢	Grant amounts ~~tend to be~~vary based on executive level	➢	Encourages retention by vesting 60% on 3^rd anniversary, and 20% on each of 4^th and 5^th anniversaries of grant date
			➢	~~Retention RSU awards have replaced stock options effective for fiscal 2015 compensation~~
Variable		Retirement Plan Contributions —
	l	Profit Sharing Plan	➢	Contributions to Profit Sharing, ESOP and LTIP determined annually based on company performance	➢��	Profit Sharing, ESOP and LTIP align executive with shareholder interests since they are funded based on company financial results
	l	Employee Stock Ownership Plan (‘‘ESOP’’)	➢	Profit Sharing and ESOP are company-funded qualified retirement plans covering all associates
	l	Long Term Incentive Plan (‘‘LTIP’’)	➢	LTIP is a non-qualified, company-funded retention plan for highly compensated employees which relates to earnings in excess of qualified plan compensation limits	➢	LTIP encourages retention by vesting at end of five-year period
	l	401(k) Plan	➢	Modest matching of employee contributions into 401(k) Plan	➢	401(k) facilitates tax-advantaged retirement savings

Changes to our Compensation Practices for ~~2015~~2018

We made ~~three recent changes~~the following change to our compensation practices:

~~Adopted New Stock Ownership Policy~~•Substantially Increased Portion of CEO Bonus Delivered as Equity - ~~- We adopted a revised stock ownership policy~~For the annual bonus awarded to Mr. Reilly, our Chairman and Chief Executive Officer, for ~~our directors and executive officers that requires them~~2018 performance, the Committee determined to ~~attain certain levels of ownership within five years. The policy requires directors to own shares of at least five times~~increase the value of their annual retainer, and requires our chief executive officer and other executive officers to own shares in the value of at least six- and three- times, respectively, their annual salary. (For more information, see the section below entitled “Stock Ownership Policy.”)

~~Adopted RSUs in Lieu of Stock Options for Retention~~ - We have altered our grant practices with respect to non-bonus equity awards made annually for purposes of executive officer and employee retention. Instead of granting employee stock options for this purpose, as previously, we are granting these awardsportion delivered in the form of ~~time-vesting restricted stock units (RSUs), commencing with annual awards made with respect to fiscal 2015 performance. The~~equity awards. Rather than apply the sliding scale utilized for our other named executive officers, the Committee ~~believes~~determined that ~~this changewill enhance recruitment and retention, since it accommodates~~fully fifty percent (50%) of the ~~perception~~overall bonus should be delivered in the form of ~~most employees concerning~~RSUs.

•Substantially Increased Portion of CEO Equity Award Delivered as Performance RSUs - For the ~~relatively greater value~~portion of Mr. Reilly’s bonus delivered in the form of RSUs, the Committee determined to increase to sixty percent (60%) the portion delivered as ~~compared to employee stock options, and that it will be less dilutive than an equivalent number of option grants.~~performance-vesting RSUs, with the remaining forty percent (40%) delivered as time-vesting RSUs.

•Adjusted Return on Equity (ROE) Vesting Thresholds for Performance RSUs - We defer a portion of annual bonus amounts for our executive officers in the form of equity awards. Such equity awards take the form of RSUs, ~~50%~~a portion of which vest only if the company achieves certain adjusted (or non-GAAP) average after-tax ROE levels over a three-year measurement period. With respect to grants for fiscal ~~2015,~~2018, we ~~changed~~once again raised the ~~RSU vesting formula by reducing the~~adjusted ROE performance levels required ~~ROE levels~~ for attaining the vesting percentages, which range from 0% to 150% of the target RSU grant. ~~(For~~For example, the adjusted ROE that the company must achieve in order for 100% of such RSUs to vest was ~~reduced~~increased from 12% to ~~11%~~13%. Similarly, the adjusted ROE required for threshold and maximum vesting levels was ~~reduced~~increased from 6% to 5%7%, and from 18% to ~~17%~~19%, respectively.) We ~~made this change in order~~adjust these performance targets periodically to reflect equity, interest rate and credit market conditions, and to ensure that ~~full~~ vesting of these awards to our executive officers remains a challenge but is reasonably attainable considering our Board’s commitment to maintaining conservative capital levels. ~~We believe it is prudent~~The above adjustments were made primarily to ~~maintain a conservative capital position to support our ongoing operations, withstand unexpected fluctuations~~reflect the change in ~~asset values and/or earnings and to take advantage of growth opportunities~~federal corporate income tax rates, which took effect in ~~all market environments.~~ 2018.

The Committee ~~also believes~~determined that the ~~reduced ROE thresholds will incentivize management~~above-described changes in our CEO’s cash/equity mix and proportion of time-vesting versus performance-vesting equity were appropriate for the following reasons:

they more closely align the company’s CEO compensation with practices observed across our compensation peer group and the broader financial services sector;

they increase the transparency of the pay-for-performance relationship by tying a larger portion of pay to ~~deploy capital, but to do so prudently~~return on equity goals; and

they further enhance the already strong alignment of CEO pay with long-term shareholders’ interests by increasing the amount of compensation delivered in ~~a manner that will generate good long-term returns for shareholders. We also believe~~ the ~~reduced ROE levels, if achieved by the company, would still result in attractive and competitivereturns to our shareholders, especially considering our strong capital position.~~

form of equity.

Our Compensation Practices

We describe below certain of our executive compensation practices that we believe best serve to align our executives’ pay with company performance and their individual performance, promote good corporate governance, and serve our shareholders’ long-term interests. Following this information is a list of certain ~~disfavored~~ compensation practices that we avoid.

What We Do

þ Pay for performance. We award annual variable compensation based on the performance of the company and the individual. The great majority of our executive officers’ compensation is variable and not guaranteed. Base salaries for our named executive officers ~~constitute~~in 2018 constituted only 4%, in the case of our CEO, and 8% — on average — ~~approximately 10%~~for our other NEOs, of their total annual compensation.

þ Use deferred compensation. Variable compensation for our executive officers also includes a deferred component, in that a portion of annual bonuses (‘‘stock bonus awards’’) is delivered in the form of restricted stock units (‘‘RSUs’’).

þ Performance-based equity awards. The vesting of sixty percent (60%), in the case of our CEO, and fifty percent (50%), in the case of our other NEOs, of the RSUs awarded to our executive officers as stock bonus awards is tied to the achievement of defined adjusted (or non-GAAP) average after-tax return on equity levels over a three-year measurement ~~period.~~period (“performance vesting”). For more information regarding equity awards, see the section below entitled ‘‘Compensation Framework — Policies and Process.’’

þ Long vesting periods. Both the time-vesting and performance-vesting portions of our stock bonus awards generally vest on a cliff basis three years after the grant date. Both our outstanding legacy stock options and the retention RSUs with which we have replaced them generally vest 60% on the 3^rd anniversary, and 20% on each of the 4^th and 5^th anniversaries, of their grant dates. In addition, each award under our LTIP, a non-qualified, company-funded retention plan for highly compensated employees, vests only at the end of a five-year period.

þ ‘‘Clawback’’ policy. We maintain a robust compensation recoupment (or ‘‘clawback’’) policy, which permits the company to recover compensation in the event of a financial restatement, inaccurate performance measures, and serious misconduct or materially imprudent judgment that results in material financial or reputational harm to the company.

þ Stock ownership guidelines. We maintain stock ownership requirements for our executive officers, creating a further link between management interests, company performance and shareholder value. All of our named executive officers have reached or exceeded the ownership requirements.

þ ‘‘Double triggers.’’ Our award agreements for RSUs ~~issued since 2010~~ generally maintain the requirement of ‘‘double triggers’’ on the accelerated vesting of awards in the event of a change in control, meaning that an executive must actually be terminated following the change in control before vesting will be accelerated.

þ Modest perquisites. We provide very modest perquisites that provide a sound benefit to the company’s business.

What We Don’t Do

x No long-term employment agreements. Our executive officers, including our CEO and other named executive officers, are employed by us on an ‘‘at will’’ basis and ~~none of them is party to a separate employment agreement.~~do not have any special arrangements for severance payments following termination.

x No dividends on unearned performance-based awards. We do not pay dividends or dividend equivalents on performance-based awards during the vesting period. Rather, dividends are deferred and ~~will be~~ paid only based on performance achieved, with no premiums.

x No ‘‘gross ups.’’ We do not generally provide excise tax ‘‘gross ups,’’ other than in the case of certain relocation expenses, consistent with our relocation policy.

x No short selling or use of derivatives. Our insider trading policy prohibits our executive officers from short selling or dealing in publicly-traded options in our common stock.

x No pledging by insiders. Our directors and executive officers have no shares held in margin accounts or pledged to third parties. The company maintains a policy under which such individuals are prohibited from pledging our common stock, subject to any exception granted for a non-margin pledge upon special application.

x No option re-pricing. Our equity incentive plans contain certain provisions prohibiting option re-pricing absent approval of our shareholders.

x No option backdating or ‘‘spring-loading.’’ We do not backdate options or grant options retroactively. In addition, we do not coordinate grants of options so that they are made before announcement of favorable information, or after announcement of unfavorable information. Options for our stock are granted at fair market value on a fixed date or event, with all required approvals obtained in advance of or on the actual grant date.

~~2015~~2018 Compensation Decisions

In November ~~2015,~~2018, our chairman and chief executive officer, Mr. Reilly, evaluated the individual performance of each executive officer, including the named executive officers, against previously-determined individual goals. ~~After consultation with Mr. James,~~ Mr. Reilly made recommendations to the Committee as to the amounts of annual bonus and retention restricted stock units to be awarded each named executive officer (other than himself). The Committee reviewed and discussed such recommendations, as well as certain market data provided by its compensation consultant, Pay Governance LLC, with respect to the compensation of certain of the named executive officers. ~~Similarly, Mr. James reviewed with the Committee the performance of Mr. Reilly and discussed his recommendations for Mr. Reilly’s compensation.~~ The Committee evaluated the performance of Mr. Reilly and each of our other named executive officers in light of all the above information and approved the compensation of each, as further described below.

Target Compensation for ~~2015~~2018

The Committee sets annual compensation targets for our executive ~~officers~~.officers. The ~~2015~~2018 compensation targets were based upon historical compensation, financial industry surveys and fiscal ~~2015~~2018 budget projections. The fiscal year ~~2015~~2018 bonus targets were as follows:


Named Executive Officer	2015 Bonus Target		2018 Bonus Target
Paul C. Reilly	$	6,500,000	$	8,000,000
Jeffrey P. Julien	$	1,650,000	$	2,000,000
John C. Carson, Jr.	$	2,500,000
James E. Bunn			$	2,800,000
Jeffrey E. Trocin	$	2,800,000	$	2,800,000
Dennis W. Zank	$	2,500,000	$	2,900,000

Upon setting the targets, the Committee also stipulated that annual bonuses would be funded from a pool equal to 6% of consolidated pre-tax income, with no individual bonus to exceed 3% of such measure.

Individual Performance for ~~2015~~2018

Set forth below is a summary of the material ~~goals and~~ accomplishments for ~~2015~~2018 of each named executive officer, grouped by the areas of focus determined by the Committee at the beginning of the fiscal year, and which the Committee considered in exercising its discretion to award compensation for ~~2015.~~2018. The Committee awarded each named executive officer an annual bonus in the amount indicated.



Paul C. Reilly, Chairman and Chief Executive Officer —	~~2015~~2018 Annual Bonus: ~~$6,750,000~~$11,000,000

The Committee reviewed Mr. Reilly’s achievements during the course of fiscal ~~2015, including the facts~~2018, noting that, with respect to financial performance: the company achieved record annual net revenues of ~~$5.2~~$7.27 billion and record net income of ~~$502 million;~~$856.7 million, representing increases of 14% and 35%, respectively, over fiscal 2017; even excluding the positive effect of a lower corporate tax rate, adjusted pre-tax income of $1.31 billion⁽¹⁾ grew by 17% over fiscal 2017; the company achieved a ~~15.35% pre-tax margin, exceeding~~14.4% return on equity (adjusted return on equity of 16.0%⁽¹⁾) while continuing to maintain conservative levels of capital and liquidity; Private Client Group, Raymond James Bank, and the ~~15% target; all four of the company’s core segments achieved~~Asset Management units had record net revenues and record pre-tax ~~income, except the Capital Markets segment, which had its second most profitable year;~~income; the company ~~generated~~reached a record $790.4 billion in client assets under administration; additionally, the company grew financial assets under management to a record $140.9 billion, substantially driven by the successful acquisition of Scout Investments and its Reams Asset Management division. Financial Advisor recruiting continued to be very strong, ending fiscal 2018 with 7,813 advisors, an ~~11.5% return on equity while maintaining over $1 billion~~increase of ~~free cash and a Total Capital Ratio above 20% throughout the~~6.4% from fiscal ~~year.~~2017 year-end. In addition, the Committee ~~reviewed~~noted the substantial progress made by the company under Mr. Reilly’s leadership ~~and oversight relating to~~in critical strategic and operational matters, including but not limited to the Company having its second-best recruiting year in the Private Client Group segment while keeping regrettable attrition to less than 1%, resulting in a net addition of 331 advisors during the fiscal year to reach a record 6,596 advisors; Raymond James Bank growing net loans 18.5% to a record $13.0 billion while improving the net interest margin to 3.07% and reducing nonperforming assets by 33% during the year; the Company improving its liquidity flexibility by entering a five-year $300 million committed line of credit; and the Executive Committee continuing theareas such as senior

management succession planning, ~~process by identifying successors for~~diversity & inclusion initiatives, building out the top 75 leaders of the Company. Further, the Committee considered the comparative survey data provided by Pay Governance LLC with respect to compensation of chief executive officers of the Corporate Peersfirm’s Supervision and concluded that, in light of the company's record performance over recent years, an upward adjustment was appropriate in order to better align Mr. Reilly's compensation with the companies constituting the Corporate Peers group.Compliance infrastructure, overseeing capital & liquidity management and continued community involvement.




Filed by the Registrant þ

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Check the appropriate box:

¨ Preliminary proxy statement

¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12



QUESTIONS AND ANSWERS ABOUT VOTING YOUR SHARES	1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS	6
INFORMATION ABOUT DIRECTOR NOMINEES	8
CORPORATE GOVERNANCE	1213
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES	1415
BOARD MEETINGS AND ANNUAL MEETING OF SHAREHOLDERS	1415
COMMITTEE MEMBERSHIP AND MEETINGS	1415
THE AUDIT AND RISK COMMITTEE	1516
THE CORPORATE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE	1617
THE SECURITIES REPURCHASE COMMITTEE	1819
THE SECURITIES OFFERINGS COMMITTEE	1819
DIRECTOR COMPENSATION	1920
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS	2122
SECURITY OWNERSHIP OF MANAGEMENT	2224
EXECUTIVE COMPENSATION	2325
Compensation Discussion and Analysis	2325
Summary Compensation Table for Fiscal ~~2015~~2018	3841
All Other Compensation Table for Fiscal ~~2015~~2018	3942
Grants of Plan Based Awards for Fiscal ~~2015~~2018	3942
Outstanding Equity Awards at Fiscal Year End for ~~2015~~2018	4144
Option Exercises and Stock Vested for Fiscal ~~2015~~2018	4347
Nonqualified Deferred Compensation for Fiscal ~~2015~~2018	4347
Potential Payments Upon Termination or Change in Control for Fiscal ~~2015~~2018	4549
Corporate Governance, Nominating and Compensation Committee Report	4752
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	4752
REPORT OF THE AUDIT AND RISK COMMITTEE	4853
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	4953
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	5054
RELATED PERSON TRANSACTION POLICY	5156
EQUITY COMPENSATION PLAN INFORMATION	5256
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	5257
PROPOSAL NO. 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION	5358
PROPOSAL NO. 3 — ~~APPROVAL OF THE~~APPROVE AMENDED AND RESTATED ~~2012~~2003 EMPLOYEE STOCK ~~INCENTIVE~~PURCHASE PLAN	5860
PROPOSAL NO. 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	6766
ADDITIONAL INFORMATION	6867
APPENDIX A — ~~Raymond James Financial, Inc. Amended and Restated 2012 Stock Incentive Plan~~AMENDED AND RESTATED 2003 EMPLOYEE STOCK PURCHASE PLAN	~~A-1~~69
APPENDIX B — SCHEDULE OF NON-GAAP INFORMATION	77



Why did I receive this Proxy Statement?	You have received these proxy materials because Raymond James’s Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting on February ~~18, 2016~~.28, 2019. This proxy statement includes information that is designed to assist you in voting your shares and information that we are required to provide to you under the rules of the Securities and Exchange Commission (‘‘SEC’’). On January ~~11, 2016,~~17, 2019, we mailed this proxy statement to shareholders of record as of the close of business on December ~~23, 2015~~26, 2018 (‘‘Record Date’’).

What is a proxy?	A ‘‘proxy’’ is a written authorization from you to another person that allows such person (the ‘‘proxy holder’’) to vote your shares on your behalf. The Board of Directors is asking you to allow any of the following persons to vote your shares at the Annual Meeting: Paul C. Reilly, Chairman and Chief Executive Officer, and Thomas A. James, Chairman ~~of the Board of Directors and Paul C. Reilly, Chief Executive Officer.~~Emeritus.

Who is entitled to vote?	Each Raymond James shareholder of record on the Record Date for the Annual Meeting is entitled to attend and vote at the Annual Meeting.

What is the difference between holding shares as a shareholder ‘‘of record’’ and as a ‘‘beneficial owner’’?	l	Shareholders of Record. You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with Computershare, our transfer agent.
	l	Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in ‘‘street name.’’ As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. Please see ‘‘What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted ?’’ for additional information.
	l	Raymond James has requested banks, brokerage firms and other nominees who hold Raymond James shares on behalf of beneficial owners of the shares as of the close of business on the Record Date to forward proxy materials to those beneficial owners. Raymond James has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

How many votes do I have?	Every holder of a share of common stock on the Record Date will be entitled to one vote per share for each Director to be elected at the Annual Meeting and to one vote per share on each other matter presented at the Annual Meeting. On the Record Date there were ~~143,939,469~~ 141,445,272shares outstanding and entitled to vote at the Annual Meeting.


Name	Year	Annual Direct Compensation														Year	Annual Direct Compensation
		Salary		Incentive Compensation											Total		Salary		Incentive Compensation								Total
		Salary		Cash Bonus	Time Vesting Stock Bonus Awards⁽¹⁾			Performance Vesting Stock Bonus Awards⁽¹⁾⁽²⁾			Time Vesting Stock Retention Awards⁽³⁾		Time Vesting Option Awards⁽⁴⁾		Total		Salary		Cash Bonus	Time Vesting Stock Bonus Awards⁽¹⁾⁽²⁾		Performance Vesting Stock Bonus Awards^(1)(2)(3)			Time Vesting Stock Retention Awards⁽²⁾⁽⁴⁾		Total
Paul C. Reilly	2015	$	445,000	$4,325,030	$	1,212,514	⁽⁵⁾	$	1,212,456	⁽⁷⁾	$	573,000	$	—	$7,768,000	2018	$	500,000	$5,500,043	$	2,199,983	$	3,299,974	⁽⁵⁾	$	953,375	$12,453,375
Chairman and Chief																2017	$	486,250	$5,700,056	$	1,900,015	$	1,899,929	⁽⁶⁾	$	1,103,750	$11,090,000
Executive Officer - RJF																2016	$	445,000	$4,575,034	$	1,337,519	$	1,337,447	⁽⁷⁾	$	719,400	$8,414,400
Jeffrey P. Julien																2018	$	295,000	$2,262,508	$	243,746	$	243,746	⁽⁵⁾	$	381,350	$3,426,350
Executive VP, Finance																2017	$	280,000	$2,000,070	$	199,965	$	199,965	⁽⁶⁾	$	441,500	$3,121,500
and Chief Financial Officer - RJF																2016	$	280,000	$1,737,554	$	156,259	$	156,187	⁽⁷⁾	$	359,700	$2,689,700
James E. Bunn Co-President, Global Equities and Investment Banking - RJA																2018	$	281,250	$2,825,052	$	462,474	$	462,474	⁽⁵⁾	$	381,350	$4,412,600
Jeffrey E. Trocin																2018	$	301,250	$2,600,054	$	350,011	$	349,935	⁽⁵⁾	$	228,810	$3,830,060
Co-President, Global Equities																2017	$	305,000	$2,700,053	$	400,017	$	399,930	⁽⁶⁾	$	441,500	$4,246,500
and Investment Banking - RJA																2016	$	305,000	$1,620,000	$	140,017	$	139,944	⁽⁷⁾	$	359,700	$2,564,661
Dennis W. Zank																2018	$	330,000	$2,450,004	$	275,036	$	274,960	⁽⁵⁾	$	—	$3,330,000
Chief Operating Officer - RJF																2017	$	330,000	$2,575,074	$	337,463	$	337,463	⁽⁶⁾	$	441,500	$4,021,500
	2014	$	445,000	$3,450,036	$	774,982	⁽⁵⁾	$	774,982	⁽⁸⁾	$	—	$	195,192	$5,640,192	2016	$	330,000	$2,450,012	$	275,030	$	274,958	⁽⁷⁾	$	359,700	$3,689,700
	2013	$	442,500	$3,200,025	$	1,132,012	⁽⁶⁾	$	649,963	⁽⁹⁾	$	—	$	206,564	$5,631,064
Jeffrey P. Julien	2015	$	278,750	$1,580,056	$	135,001	⁽⁵⁾	$	134,943	⁽⁷⁾	$	286,500	$	—	$2,415,250
	2014	$	270,000	$1,500,002	$	124,999	⁽⁵⁾	$	124,999	⁽⁸⁾	$	—	$	195,192	$2,215,192
	2013	$	253,750	$1,380,024	$	109,988	⁽⁵⁾	$	109,988	⁽⁹⁾	$	—	$	206,564	$2,060,314
John C. Carson, Jr.	2015	$	300,000	$2,150,016	$	225,021	⁽⁵⁾	$	224,963	⁽⁷⁾	$	286,500	$	—	$3,186,500
	2014	$	300,000	$2,037,521	$	206,267	⁽⁵⁾	$	206,212	⁽⁸⁾	$	—	$	195,192	$2,945,192
	2013	$	300,000	$2,225,031	$	237,509	⁽⁵⁾	$	237,460	⁽⁹⁾	$	—	$	—	$3,000,000
Jeffrey E. Trocin	2015	$	305,000	$2,337,506	$	256,247	⁽⁵⁾	$	256,247	⁽⁷⁾	$	286,500	$	—	$3,441,500
	2014	$	303,750	$2,600,039	$	350,008	⁽⁵⁾	$	349,953	⁽⁸⁾	$	—	$	195,192	$3,798,942
	2013	$	298,750	$2,075,043	$	212,503	⁽⁵⁾	$	212,454	⁽⁹⁾	$	—	$	206,564	$3,005,314
Dennis W. Zank	2015	$	330,000	$2,300,044	$	249,978	⁽⁵⁾	$	249,978	⁽⁷⁾	$	286,500	$	—	$3,416,500
	2014	$	327,500	$2,187,543	$	231,256	⁽⁵⁾	$	231,201	⁽⁸⁾	$	—	$	195,192	$3,172,692
	2013	$	315,000	$2,000,000	$	200,000	⁽⁵⁾	$	200,000	⁽⁹⁾	$	—	$	206,564	$2,921,564



Portion of Annual Bonus	Portion in RSUs
$250,000 - $500,000	10%
$500,001 - $1,000,000	15%
$1,000,001 - $2,000,000	20%
$2,000,001 - $3,000,000	25%
Above $3,000,000	50%



¨	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):



¨	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.



	Yours sincerely,

	~~Thomas A. James~~Paul C. Reilly
	Chairman and Chief Executive ~~Chairman~~Officer


1.	To elect ~~eleven (11)~~twelve (12) directors to the Board of Directors, to hold office until the annual meeting of shareholders in ~~2017;~~2020;


3.	To approve the Amended and Restated ~~2012~~2003 Employee Stock ~~Incentive~~Purchase Plan;


4.	To ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending September 30, ~~2016;~~2019; and


5.	To consider and act upon such other business as may properly come before the meeting or any adjournment thereof.



	(1)	Amount Previously Paid:



	(2)	Form, Schedule or Registration Statement No.:



	(3)	Filing Party:


3.	The form of proxy card being distributed in connection with the Annual Meeting. Control/identification numbers are contained in the proxy materials accompanying this notice.



	By Order of the Board of Directors,

	~~Paul L. Matecki,~~Jonathan N. Santelli, Secretary

January ~~14, 2016~~17, 2019



Jeffrey P. Julien, Chief Financial Officer —	~~2015~~2018 Annual Bonus: ~~$1,850,000~~$2,750,000



~~John C. Carson, Jr., President~~James E. Bunn, Co-President, Global Equities and Investment Banking —	~~2015~~2018 Annual Bonus: ~~$2,600,000~~$3,750,000



Jeffrey E. Trocin, ~~President,~~Co-President, Global Equities and Investment Banking ~~RJA~~ —	~~2015~~2018 Annual Bonus: ~~$2,850,000~~$3,300,000



Dennis W. Zank, Chief Operating Officer —	~~2015~~2018 Annual Bonus: ~~$2,800,000~~$3,000,000


~~(4)~~	~~Stock options~~ vest 60% on the third, and 20% on each of the fourth and fifth anniversaries of the grant date.


(5)	RSUs ~~vest in full on the third anniversary of the grant date.~~


~~(6)~~	Includes two RSU awards. 13,309 RSUs granted as stock bonus vest in full on the third anniversary of the grant date. 10,000 RSUs granted as a one-time retention award vest 60% on the third and 20% on each of the fourth and fifth anniversaries of the grant date.



3-Year Average After-Tax ROE	RSU Vesting Percentage
≥17%	150%
14%	125%
11%	100%
8%	75%
5%	50%
<5%	0%



Adjusted 3-Year Average After-Tax ROE	RSU Vesting Percentage
≥19%	150%
16%	125%
13%	100%
10%	75%
7%	50%
<7%	0%


(1)	The amounts disclosed in the Bonus column represent the annual cash bonus, as described in the CD&A, awarded to the Named Executive Officers.


(3)	See the All Other Compensation table below for a breakdown of these amounts.


~~(5)~~	Includes ~~23,309~~34,430 RSUs that are ~~time vesting~~time-vesting and ~~13,308~~21,929 RSUs that are performance ~~vesting. See footnote (13) to the Outstanding Equity Awards at Fiscal Year End for 2015 table hereof regarding the performance~~ vesting ~~formula.~~awards. The maximum value at the grant date of the performance vesting RSUs for Mr. Reilly is ~~$974,944.~~$2,849,893.


(7)	~~Half of these awards~~Includes 9,617 RSUs that are ~~time vesting~~time-vesting and ~~half~~4,616 RSUs that are performance ~~vesting. See footnote (13) to~~vesting awards. The maximum value at the ~~Outstanding Equity Awards at Fiscal Year End for 2015 table hereof regarding~~grant date of the performance vesting ~~formula.~~RSUs for Mr. Trocin is $599,895.


(8)	Includes 8,895 RSUs that are time-vesting and 3,895 RSUs that are performance vesting awards. The ~~following amounts~~maximum value at the grant date of the performance vesting RSUs for Mr. Zank is $506,194.


	Employee Stock Ownership Plan Contribution		Profit Sharing Contribution		401(k) Company Match		Deferred Compensation Plan Contribution^(a)		Deferred Compensation Plan Loss^(a)			Commissions		Perquisites			Total All Other Compensation		Employee Stock Ownership Plan Contribution		Profit Sharing Contribution		401(k) Company Match		Deferred Compensation Plan Contribution^(a)		Deferred Compensation Plan Gain^(a)		Accrued Dividends^(b)		Commissions		Perquisites			Total All Other Compensation
Paul C. Reilly	$	5,720	$	11,942	$	1,000	$	40,800	$	(5,508	)	$	—	$	53,165	(b)	$	107,119	$	5,400	$	15,199	$	1,000	$	45,600	$	20,861	$	75,999	$	—	$	55,847	(c)	$	219,906
Jeffrey P. Julien	$	5,720	$	13,673	$	1,000	$	40,800	$	(3,937	)	$	—	$	—		$	57,256	$	5,400	$	17,290	$	1,000	$	45,600	$	61,122	$	11,278	$	—	$	—		$	141,690
John C. Carson, Jr.	$	5,720	$	12,941	$	1,000	$	40,800	$	(2,379	)	$	—	$	14,370	(c)	$	72,452
James E. Bunn																			$	5,400	$	15,681	$	1,000	$	45,600	$	43,527	$	41,968	$	—	$	—		$	153,176
Jeffrey E. Trocin	$	5,720	$	13,474	$	1,000	$	40,800	$	(15,255	)	$	234	$	—		$	45,973	$	5,400	$	17,048	$	1,000	$	45,600	$	92,909	$	31,577	$	190	$	—		$	193,724
Dennis W. Zank	$	5,720	$	14,006	$	1,000	$	40,800	$	(4,339	)	$	17,844	$	—		$	75,031	$	5,400	$	17,692	$	1,000	$	45,600	$	22,303	$	20,863	$	15,263	$	—		$	128,121


(a)	See Nonqualified Deferred Compensation table for more information.


(b)	Includes accrued dividend equivalents on unvested restricted stock units as of September 30, 2018.


(c)	Includes company-paid travel, hotel and meal related expenses for ~~guest~~spouse in conjunction with company-sponsored off-site business meetings and tickets to sporting events. Company-paid travel expenses include approximately ~~$28,000~~$43,000 in airfare ticket costs.