Jefferies Financial Group (JEF) Proxy Filing summary

Executive summary

• 2024 saw significant growth, with net revenues up 50% to $7.03 billion, pre-tax earnings up 184% to $1.01 billion, and diluted EPS up 169% to $2.96.

• Investment Banking net revenues rose 52% to $3.44 billion, and Capital Markets net revenues increased 24% to $2.76 billion.

• Total Shareholder Return (TSR) was 129% for 2024, ranking #1 among peers for one- and three-year periods.

• Dividend payout increased 33.3% to $1.60 per share annually.

• Strategic Alliance with SMBC Group deepened, with SMBC increasing its stake to 14.5% and nominating a board member.

Voting matters and shareholder proposals

• Shareholders will vote on the election of directors, an advisory vote on the 2024 executive compensation program, and ratification of Deloitte & Touche LLP as independent auditors.

• All proposals require a majority of votes cast to pass, and the board recommends voting in favor of all items.

• Shareholders can vote online, by phone, or by mail, and may participate in the virtual annual meeting.

Board of directors and corporate governance

• The board consists of 12 directors, with 50% gender or ethnically diverse and 63% diversity among independent directors.

• Four directors added in the last five years; average director tenure is ~6 years and average age is 68.9.

• Board committees include Audit, Compensation, ESG/DEI, Nominating and Corporate Governance, and Risk and Liquidity Oversight.

• Lead Independent Director role established, with clear responsibilities for board oversight and shareholder engagement.

• Majority voting and director resignation policy in place for uncontested elections.

• Shareholder proxy access allows groups holding 3% of shares for 3 years to nominate directors.