Departure of Directors or Certain

On December 6, 2020, the compensation committee (the “Compensation Committee”) of the board of directors of Jefferies Financial Group Inc. (the “Company”) granted each of its Chief Executive Officer and President (the “Executives”) equity awards with a grant date fair value estimated at $12.5 million tied to future appreciation in the value of the Company’s common shares, in the form of (i) nonqualified stock options (“NSOs”) granted under the Company’s 2003 Incentive Compensation Plan as amended and restated as of July 25, 2013, and (ii) stock appreciation rights (“SARs”), which will be settled on a cash basis or, at the sole discretion of the Compensation Committee, may be converted irrevocably to a stock-settled award (the combined award will be referred to herein as the “Grant”) .

The Compensation Committee granted the NSOs and SARs as a transitional grant as it formulates a revised annual plan to replace the Company’s historical multi-year compensation plans.

Under the terms of each Grant, (i) the strike price is set at the closing share price on Friday, December 5, 2020 ($23.75); (ii) after the NSOs and SARs vest, each of the Executives may exercise his Grant rights within ten years of the grant date; (iii) the NSOs and SARs vest over a three-year period, on a pro rata basis annually, with accelerated vesting under specified circumstances; (iv) each NSO gives the Executive the option to purchase 1,253,133 shares at an exercise price of $23.75 per share, and each SAR gives the Executive rights relating to 1,253,133 underlying shares, with a base price of $23.75 per share.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





/s/ Michael J. Sharp



Michael J. Sharp



Executive Vice President and


General Counsel

Date: December 8, 2020

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