Raymond James Financial : 2023 Proxy Statement

Who We Are

OUR VISION

Our vision is to be a financial services firm as unique as the people we serve, transforming lives, businesses and communities through the power of personal relationships and professional advice.

OUR MISSION

Our business is people and their financial well-being.

We are committed to helping individuals, corporations and institutions achieve their unique goals, while also developing and supporting successful professionals, and helping our communities prosper.

OUR VALUES

We put clients first.

If we do what's right for our clients, the firm will do well and we'll all benefit.

We act with	We value	We think long
integrity.	independence.	term.
We put others above	We respect autonomy,	We act responsibly,
self, and what's right	celebrate individuality	taking a conservative
above what's easy. We	and welcome diverse	approach that translates
believe doing well and	perspectives, while	into a strong, stable firm
doing good aren't	encouraging	for clients, advisors,
mutually exclusive.	collaboration and	associates and
	innovation.	shareholders.

Letters from Leadership

January 11, 2023

Dear Fellow Shareholder,

I am pleased to invite you to our 2023 Annual Meeting of Shareholders, which will be held virtually, via webcast, on February 23, 2023, at 4:30 p.m. Eastern Standard Time (EST).

Notwithstanding the challenging and volatile market environment, Raymond James achieved record financial results in fiscal 2022, with annual net revenues of $11 billion and net income available to common shareholders of $1.5 billion, driven by record net revenues in the Private Client Group, Asset Management and Bank segments and record pre-tax income in the Private Client Group. These strong results highlight the resilience of our business model and reinforce the value of our diverse and complementary businesses.

We are once again delivering proxy materials to certain shareholders over the Internet. The Notice of Internet Availability of Proxy Materials ("Notice") contains instructions on how to access our Proxy Statement, Annual Report and other soliciting materials, and on how to vote. The Notice also contains instructions on how to request paper copies of these materials if you so desire.

During the meeting, we will consider the proposals described in this Proxy Statement, and I will provide updates on our performance and progress on strategic initiatives. Your vote is very important to us. Whether or not you plan to participate in the virtual-only meeting directly, we ask that your shares be represented and voted.

On behalf of the Board of Directors and the management of Raymond James, I extend our appreciation for your continued support. Yours sincerely,

Paul C. Reilly

Chair and Chief

Executive Officer

2023 PROXY STATEMENT

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January 11, 2023

Dear Fellow Shareholder,

It was another highly successful and eventful year for Raymond James Financial. Your company delivered value to our shareholders through several accomplishments over the fiscal year, including: record annual net revenues of $11 billion; record net revenues in our Private Client Group, Asset Management and Bank segments and record pre-tax income in the Private Client Group; strong earnings growth; and achieving a 17.0% return on common equity and 18.2% adjusted return on common equity. And we accomplished this as we also returned $437 million to shareholders through common stock dividends and share repurchases, successfully completed acquisitions of Charles Stanley Group PLC, TriState Capital Holdings, Inc., and SumRidge Partners, LLC, and all while maintaining a strong capital position with total capital to risk- weighted assets of 20.4%, well above regulatory requirements.

We also ensured that our company maintained the highest standards of integrity, transparency and culture of clients first, while ensuring our associates have an open, welcoming and diverse workplace in which each person has the opportunity to excel. Your board restructured our board committees, separating our Corporate Governance, Nominating and Compensation Committee into two separate committees-the Compensation and Talent Committee and the Corporate Governance and ESG Committee-defining even more robustly our commitment to all of our stakeholders in order to provide oversight and effectiveness at the board level and long term financial sustainability to our shareholders.

Upon completion of my tenure as both a director and as Lead Director of this incredible organization for the past six years, I would like to reflect on the priorities this company has demonstrated to me personally and indeed to all of us as shareholders.

First and foremost, this company lives its values, every day. They permeate the organization in all decisions, large and small. All decisions made by your board are consistent with the values this company has held since its founding and growth under both Tom James and Paul Reilly. Second, this company always reflects a "client-first" mindset and a commitment to its associates and the advisors who serve those clients, with a focus on independence and what is in the clients' best interests.

As a new director during the financial crisis in 2008-2010, I saw firsthand the CEO and board do what was in the clients' best interest for long- term financial sustainability, and that continued to what I witnessed during the COVID-19 period and all years in between. This company has always looked to the long-term regarding the needs of associates, clients, regulators, communities and investors.

So, it is with both joy and sadness that I complete my service on the board. Sadness in leaving the exciting, interesting and dynamic board and company of which I have been so honored to be a part. Joy in that I know what an amazing, committed and talented group of people lead this company-from the financial advisors and front-line associates to the Executive Committee and Board of Directors. I have seen our values consistently demonstrated from the very top, as Paul Reilly continues his exceptional leadership of this great company as CEO and Chair, and as the legend of Tom James continues as a member of the board.

And I know that Jeff Edwards, our new Lead Director, will be a strong voice of independent leadership for your board. With his tremendous experience in and knowledge of the financial services industry, along with his vast skillset and talents, he will partner with Chair Paul Reilly to lead this incredible group of directors in a way that you can depend on to represent you and your expectations.

I look forward to continuing with you as a shareholder in one of the truly great companies! Yours sincerely,

Susan N. Story

Lead Independent Director

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Notice of 2023 Annual Meeting of Shareholders

Date and Time

Thursday, February 23, 2023, 4:30 p.m. (EST)

Place

The meeting will be a virtual-only meeting, conducted exclusively via webcast at www.virtualshareholdermeeting.com/RJF2023.

There will not be a physical location for the meeting, so you will not be able to attend the meeting in person. Shareholders will be able to attend, vote, and submit questions (both before, and during a portion of, the meeting) virtually.

Record Date

December 21, 2022 ("Record Date")

Agenda

The following proposals will be voted upon:

Proposal 1:

To elect the ten (10) director nominees named in the Proxy Statement

Proposal 2:

To hold an advisory vote on our executive compensation

Proposal 3:

To hold an advisory vote on the frequency of advisory votes on executive compensation

Proposal 4:

To approve the Amended and Restated 2012 Stock Incentive Plan

Proposal 5:

To ratify our independent registered public accounting firm for fiscal 2023

Other:

To act on any other business that may properly come before the meeting

Who Can Vote	Who Can Attend	Date of Mailing
Shareholders of record	All shareholders are invited to attend the Annual Meeting.	A Notice or the Proxy Statement, a 2022
on the Record Date	To attend the meeting at www.virtualshareholdermeeting.	Annual Report to Shareholders, and a form
	com/RJF2023, you must enter the control number on your	of proxy are first being sent to
	Notice of Internet Availability of Proxy Materials ("Notice"),	shareholders and participants in our
	proxy card or voting instruction form. The virtual meeting	Employee Stock Ownership Plan on or
	room will open at 4:15 p.m. (EST).	about January 11, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 23, 2023:

The Proxy Statement, the 2022 Annual Report to Shareholders and the form of proxy card are available online at www.raymondjames.com/investor-relations/news-and-events/shareholders-meeting.

Whether or not you are able to attend the virtual Annual Meeting, please complete, sign and return your proxy card by mail, or vote via the Internet or the toll-free telephone number.

By Order of the Board of Directors,

Jonathan N. Santelli,

General Counsel and Secretary

January 11, 2023

2023 PROXY STATEMENT

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