Proxy Statement (Form DEF 14A)

SECURITIES AND EXCHANGE COMMISSION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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 ☐ Filed by a Party other than the Registrant

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 ☐ Preliminary Proxy Statement

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

☑ Definitive Proxy Statement

 ☐ Definitive Additional Materials

 ☐ Soliciting Material Under Rule 14a-12

 

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1	For source data underlying these statistics, see Annex A of this Proxy Statement.

We could not be more pleased with the Company's performance and the performance by management and the entire Jefferies team. As always, we want to express our deepest gratitude to the team for their incredible effort that delivered an incredible year.

In closing, we believe, as do Rich and Brian (as always, we strongly encourage our fellow shareholders to read their annual shareholders letter), Jefferies is uniquely positioned to capitalize on the anticipated improved market opportunity. Additionally, as the result of its strategic accomplishments over the past few years, Jefferies is in as strong a position as it has ever been to continue its forward momentum.

YOUR VOTE MATTERS

Thank you very much for your investment and partnership with us. We genuinely hope you will participate in our Annual Meeting of Shareholders. If you are not able to participate, we ask you to vote by proxy in support of our recommendations. The proxy materials contain necessary information about the matters on which we are asking you to vote. We and the Jefferies team is open to addressing any questions you may have. Thank you again for your support.

Sincerely,

The Jefferies Board of Directors

 

 

Notice of Annual Meeting of Shareholders

This Proxy Statement is being furnished to our shareholders in connection with the solicitation of proxies by our Board of Directors for use at our 2025 Annual Meeting of Shareholders.

LOGISTICS

PURPOSE OF MEETING

Consider other matters that properly come before the meeting.

OTHER IMPORTANT INFORMATION

Shareholders should read "Important Information for Our Shareholders" beginning on page 73 for additional information, including ways for you to vote prior to the meeting.

Whether you hold shares directly as a shareholder of record or beneficially in street name, you may vote your shares without attending the Annual Meeting. Voting instructions are outlined in the Notice of Internet Availability of Proxy Materials and on your proxy card.

Generally, the deadline for voting by telephone or using the internet is 11:59 p.m. EDT on Wednesday, March 26, 2025. Please read "Important Information for Our Shareholders" on page 73 for other voting deadlines.

At the virtual Annual Meeting, shareholders will be able to listen to the meeting live and vote. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/JEF2025, you must enter the 16-digit control number available on your proxy card if you are a shareholder of record or included in your voting instruction card and voting instructions you received from your broker, bank or other institution. Although you may vote online during the virtual Annual Meeting, we encourage you to vote prior to the meeting via the Internet, by telephone or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card to ensure that your shares are represented and voted.

A technical support line will be available on the meeting website for any questions on how to participate in the Annual Meeting or if you encounter any difficulties accessing the virtual meeting.

The meeting webcast will begin promptly at 10:00 a.m. EDT, on Thursday, March 27, 2025, and we encourage you to access the meeting prior to the start time.

Shareholders will be able to ask questions through the virtual meeting website during the Annual Meeting. Questions may be submitted during the virtual Annual Meeting through www.virtualshareholdermeeting.com/JEF2025. The Company will answer appropriate questions during the virtual Annual Meeting.

Proxy Summary

Our Director Nominees

Mr. Nakashima joined our Board on August 12, 2024. Ms. Weiler was appointed Co-Chair of the Compensation Committee, effective January 8, 2025.

Board of Directors Skills and Experience

 

Corporate Governance Ongoing Practices

Table of Contents

Corporate Governance Matters

Our directors are elected at each Annual Meeting of Shareholders and hold office for a one-year term. Our Nominating and Corporate Governance Committee considers and chooses nominees for our Board with a primary goal of presenting a diverse slate of candidates who will serve the Board, its Committees, Jefferies and our shareholders, taking into account the attributes of each candidate's professional skillset and credentials, as well as gender, age, ethnicity and personal background. In evaluating nominees, the Nominating and Corporate Governance Committee reviews each candidate's background and assesses each candidate's independence, skills, experience and expertise based upon myriad factors, including the candidate's individual director assessment. Directors should have the highest professional and personal ethics, integrity and character that conform to our standards. Directors should also have experience at the governance and policy-making level in their respective fields. The Nominating and Corporate Governance Committee will consider whether a candidate for director has a proven professional background that displays the ability to make important judgments as Board members. The Committee also determines whether a candidate's skills and experience complement existing Board members' skills and experience.

Consistent with agreements between Jefferies and SMBC, SMBC was entitled to identify one individual to be nominated for election as a new member to Jefferies' Board of Directors upon crossing a 10% economic ownership threshold. SMBC identified Mr. Nakashima and the Nominating and Corporate Governance Committee reviewed Mr. Nakashima's nomination and credentials. After review, the Committee recommended his candidacy to the full Board of Directors for its review and approval, and the Board unanimously gave that approval.

As illustrated by their biographies and highlighted in the chart on the next page, each of our directors was chosen because his or her background provides the Board with the experience and skillset geared toward helping us succeed. Our directors bring to us strong expertise and myriad backgrounds: longstanding executive operating experience, expertise in the financial services sector, accounting expertise, broad experience in such diverse sectors as oil and gas, mining, investment management, real estate, private equity, communications, media, government and international banking, among others and a meaningful commitment to community and public service. That wealth of knowledge and experience is ideally suited to our Company's strategies and goals.

Board of Directors Skills and Experience

We believe these skills and experience, which we describe below, allow our directors to provide sound and prudent guidance and effective oversight of the Company.

 

Biographies of Directors

Board Skills & Experience and Demographic Matrix

Board Diversity

(1)	Four female directors (including one African American), one Asian male director, and one African American male director.

Board Structure

Lead Director Position and Duties

Ms. Adamany was selected by the Board as our Independent Lead Director of the Board beginning on March 28, 2022.

Director Independence

In accordance with our Corporate Governance Guidelines, available on our website, www.Jefferies.com, our Board undertook its annual review of director independence. During this review, our Board considered all transactions and relationships between us and each nominee for director or any member of such person's immediate family. The purpose of this review is to determine whether any relationship or transaction is considered a "material relationship" that would be inconsistent with a determination that a director is independent.

Other than the SMBC nominee, Mr. Nakashima, our Board affirmatively determined that each of our non-employee director nominees is independent with respect to board service and service on each of the committees on which they sit. In making this determination, our Board reviewed the corporate governance rules of the NYSE, the principal exchange on which our shares are traded, and considered commercial, charitable, family and other relationships that directors or members of their immediate family have or have had with us. In addition, for our Audit Committee members, our Board also considered the requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act) and for our Compensation Committee members, the requirements of Rule 303A.05 of the NYSE Listed Company Manual.

Our Board also considered that certain Board members share directorships on unaffiliated third-party boards, and has determined that these relationships are not material relationships and, therefore, do not affect our Board's determination of director independence.

Executive Sessions

Our independent directors meet regularly in executive session outside the presence of management. No formal Board action may be taken at any executive session. Our Independent Lead Director presides over each executive session and has the authority to call such meetings.

Directors and Board Committees

Our Board has standing Audit, Compensation, ESG/DEI, Nominating and Corporate Governance, and Risk and Liquidity Oversight Committees, each of which has adopted a written charter that is available on our website at www.Jefferies.com.

Mr. Nakashima was appointed to our Board on August 12, 2024. Ms. Weiler was appointed Co-Chair of the Compensation Committee, effective January 8, 2025.

Board Practices, Processes and Policies

Corporate Governance Best Practices

We continuously monitor corporate governance best practices, and over the years have made enhancements to strengthen our Board's independence, reinforce robust risk oversight and bolster alignment, communication and transparency with our shareholders.

Additional information about changes to our compensation policies and practices is contained in the "Compensation Discussion and Analysis" section of this Proxy Statement.

Majority Voting and Director Resignation Policy

Our by-laws require that each director in an uncontested election be elected by the affirmative vote of a majority of the votes cast with respect to such director. Our Corporate Governance Guidelines include a director resignation policy, which provides that, in an uncontested election of directors, any incumbent director nominee who does not receive the affirmative vote of a majority of the votes cast is required to promptly tender his or her resignation to our Board of Directors. A director nominee will have failed to receive the affirmative vote of a majority of votes cast if the number of "against" votes in respect of such director nominee's election exceeds the number of votes "for" such director nominee's election (excluding abstentions and broker non-votes). An election is considered "uncontested" if the number of director nominees does not exceed the number of directors to be elected.

Our Board will decide, after considering the recommendation of the Nominating and Corporate Governance Committee, whether to accept or reject a tendered resignation. The nominee in question will be recused from the recommendation or decision-making process. Our Board's explanation of its decision will be publicly disclosed within 90 days from the date of publication of the election results. The Nominating and Corporate Governance Committee and our Board of Directors may consider any factor deemed appropriate during this process.

Policy Prohibiting Insider Trading and Related Procedures

We maintain an insider trading policy governing the purchase, sale, and other dispositions of our shares by directors, officers, and employees. A copy of the insider trading policy is filed as an exhibit to our 2024 Annual Report on Form 10-K.

Related Person Transaction Policy

Our Board has adopted a written policy for the review, approval and ratification of transactions that involve related persons and potential conflicts of interest. Our Related Person Transaction Policy applies to the following Related Persons: each of our directors and executive officers, any security holder who is known to own more than five percent of our shares, any immediate family member of any of the foregoing persons, any entity of which one of our directors or executive officers is a director or officer (other than when serving at our request), and any entity of which one of our directors or executive officers has a substantial financial interest (other than through us). Under our Related Person Transaction Policy, a covered transaction includes a transaction or arrangement involving a Related Person in which we are a participant and which would require disclosure in our filings with the SEC as a transaction with a Related Person.

Under our Related Person Transaction Policy, Related Persons must disclose to the Audit Committee any potential covered transaction and must disclose all material facts with respect to such interest. All covered transactions will be reviewed by the Audit Committee and, in its discretion, approved or ratified. In determining whether to approve or ratify such a transaction, the Audit Committee will consider the relevant facts and circumstances which may include factors such as the relationship of the Related Person with us, the materiality or significance of the transaction to us and the Related Person, the business purpose and reasonableness of the transaction, whether the transaction is comparable to a transaction that could be available to us on an arm's length basis and the impact of the transaction on our business and operations.

Certain Transactions

Prior to the combination of Jefferies and Jefferies Group in 2013, Jefferies Group invested in certain private equity funds (Private Equity Funds) managed by companies controlled by Mr. Friedman and the management companies of the Private Equity Funds (Fund Managers). The Private Equity Funds have not made new investments in over ten years and are close to full liquidation. The Fund Managers serve as the investment advisers of the Private Equity Funds and have varying profit participations and other interests in those funds. Mr. Friedman founded the business of the Fund Managers in 1994, seven years before he became associated with Jefferies Group, and then-Board of Jefferies Group approved these arrangements years prior to consummation of our transaction with Jefferies Group. As of November 30, 2024, Jefferies had investments in the Private Equity Funds of $3.1 million and a remaining undrawn investment commitment of $9.7 million, which is not expected to be drawn. Jefferies also had an investment in the Fund Managers of $27,400 and a remaining undrawn investment commitment of $100,000 as of November 30, 2024. Mr. Friedman, our President, had remaining investments of $1.0 million in the Private Equity Funds and $31,300 in the Fund Managers as of November 30, 2024. We employ two former employees of the Fund Managers who continue to partially work for the Fund Managers under an arrangement Jefferies Group originally entered into with Mr. Friedman and a Fund Manager in 2005 and a related agreement we entered into during 2014. In fiscal year 2024, the Fund Manager reimbursed us approximately $200,000 for the direct and indirect costs attributed to these employees' work performed for the Fund Managers.

We have employed Thomas E. Tarrant, the brother-in-law of our Chief Executive Officer, as Managing Director, Marketing since 1997, three years before Mr. Handler was appointed CEO of the predecessor entity Jefferies Group. For his services during fiscal year 2024, Mr. Tarrant was paid $282,512.

We have also employed Michael Cagno, the brother of our Controller and Principal Accounting Officer, as Senior Vice President, Information Technology since 2011. For his services during fiscal year 2024, Michael Cagno was paid $335,000.

Messrs. Steinberg and Friedman invested in January 2022 $1.1 million and $1.0 million, respectively, in a syndication offered by our wholly owned subsidiary HomeFed Corporation for a multi-family residential development at one of its real estate sites. The transaction was conducted at an arm's-length basis, and Messrs. Steinberg and Friedman invested 6.02% of the total third-party capital invested in this transaction and received the same terms as the other investors. In fiscal 2024, there were distributions from the project of $405,911 to Mr. Steinberg and $369,010 to Mr. Friedman.

In June 2024, Mr. Friedman purchased $5 million in principal amount of the subordinated notes tranche of JCP Direct Lending CLO 2024-1 Ltd., a direct lending focused CLO managed by Jefferies Credit Partners. Jefferies Capital Partners is a wholly owned subsidiary of Jefferies Finance. The total subordinated tranche size was $55.2 million. Mr. Friedman received no favorable treatment for the investment and his terms were no better than other investors in the subordinated notes tranche.

The SMBC-Jefferies Strategic Alliance commenced in 2021, focused on U.S. leveraged finance and Japan cross-border M&A. In 2023, it was expanded in the U.S. to broaden the scope of collaboration in M&A advisory services, increase collaboration across the firms' equities and debt capital markets businesses, and launch a joint coverage model for designated investment grade clients. In 2024, the Strategic Alliance was further extended to cover Europe, the Middle East, Africa (EMEA), and Canada. Initiatives that are part of Jefferies' global Strategic Alliance with SMFG and SMBC include business referral arrangements, credit facilities between the Company and SMBC entered into in November 2023 and May 2024, of which nothing is currently outstanding, and repurchase agreements between certain of the Company's subsidiaries and SMBC.

Fiscal 2024 Director Compensation

Director Stock Ownership

Our Board believes our directors should also be shareholders. Our Corporate Governance Guidelines require each director within five years of joining our Board to accumulate an ownership position in our equity securities equal to five times the value of a director's annual cash retainer (currently a requirement to hold not less than $625,000 worth of our shares). All of our directors who have been on the Board for at least five years have met or exceeded our stock ownership guideline.

FISCAL 2024 DIRECTOR COMPENSATION TABLE