DEF 14A of Jones Lang Lasalle Inc, Apr 11, 2025

DEF 14A of Jones Lang Lasalle Inc

Filed Apr 11, 2025 · FY20240001037976-25-000014

Open on EDGAR

  1. Other important information

    | Compensation Committee report | 56 | | Executive compensation tables | 57 | | Chief Executive Officer pay ratio disclosure | 69 | | Proposal 3 - Approval of the Fourth Amended and Restated 2019 Stock Award and Incentive Plan | 72 | | Security Ownership | 81 | | Audit Matters | 85 | | Proposal 4 – Ratification of appointment of independent registered public accounting firm | 86 | | Information about our independent registered public accounting firm | 86 | | Audit and Risk Committee report | 87 | | Additional Information | 89 | | Questions and answers about our 2025 Annual Meeting and voting | 90 | | Annexes | 95 | | Annex A Reconciliation of GAAP and Non‑GAAP Financial Measures | 96 | | Annex B Pay ratio excluded employees | 100 | | Annex C Fourth Amended and Restated 2019 Stock Award and Incentive Plan | 101 |

  2. Compensation Mix at Target

    Compensation Mix at Target

  3. Compensation Mix at Target

    | | Long Term Incentive Plan | | Annual Incentive Plan | | Base Salary |

  4. Compensation Mix at Target

    | 14 | 2025 Proxy Statement |

  5. Compensation Mix at Target

    | Proposal 1 - Election of Directors | 16 | | How we select Directors | 16 | | Summary of Board nominee experience and skills | 17 | | Our 2025 Director nominees | 18 | | Shareholder recommendations | 25 | | Proxy access | 25 | | Majority voting | 25 | | Corporate governance principles and Board matters | 25 | | Key governance documents and policies | 25 | | Corporate governance and leadership framework | 26 | | Enhanced Board oversight over public policy matters | 27 | | Director independence | 27 | | Board leadership structure and role of the non-executive chairman in the leadership of the Board | 27 | | Board meetings and attendance | 28 | | Board Committees | 28 | | Director orientation and continuing education | 30 | | Annual Board self-assessments | 30 | | The Board’s role in enterprise risk oversight | 31 | | The Board’s role in compliance oversight | 31 | | The Board’s role in human capital oversight | 32 | | The Board’s role in information and data security oversight | 32 | | Shareholder engagement | 33 | | Corporate sustainability | 33 | | Communicating with our Board | 34 | | Review and approval of transactions with interested persons | 35 | | Insider trading policy, including prohibition on pledging or hedging | 35 | | Non-employee Director compensation | 35 | | Our executive officers | 39 |

  6. Compensation Mix at Target

    | 2025 Proxy Statement | 15 |

  7. Compensation Mix at Target

    Our Board is presenting 13 nominees for election as Directors at our 2025 Annual Meeting. Catherine Clay is a first-time nominee as Director at the 2025 Annual Meeting. Each Director elected will serve until the next annual meeting and until a successor is duly elected and qualified. Each nominee has consented to being named in this Proxy Statement and to serving as a Director, if elected. How we select Directors Identifying and evaluating Director nominees The Nominating, Governance and Sustainability Committee employs a variety of methods to identify and evaluate Director nominees. Candidates may come to the attention of the Nominating, Governance and Sustainability Committee through Board members, JLL executives, shareholders, professional search firms or other sources. Ms. Clay was identified by Egon Zehnder, a leading independent director-recruitment firm, retained by the Nominating, Governance and Sustainability Committee to identify and help evaluate Director candidates who have extensive experience and qualifications in key strategic and priority areas. The Nominating, Governance and Sustainability Committee regularly assesses the size of the Board and determines whether any vacancies are expected due to departures. Director qualifications Our Board has adopted a Statement of Qualifications for Members of the Board of Directors to outline the characteristics we seek in Board nominees. We believe JLL Directors should have demonstrated notable or significant achievements in business, education or public service; they should possess the acumen, education and experience to make a significant contribution to the Board; and they should bring a range of skills and contribute valuable perspectives to the Board’s deliberations. The Nominating, Governance and Sustainability Committee and the full Board take into account the nature of and time involved in a director’s service on other boards in evaluating the suitability of individual directors and making its recommendations to the shareholders regarding their election to the Board. Importantly, members of the Board must have the highest ethical standards, a strong sense of professionalism and a dedication to serving the interests of all JLL shareholders. The Statement of Qualifications groups these desirable characteristics in three categories, as shown below.

  8. Compensation Mix at Target

    | Management and leadership experience | + | Skilled and varied background | + | Integrity and professionalism | | A member of the Board must have extensive experience in business, education or public service. This includes anyone who has held: •a senior managerial position in a significant public corporation or a recognized privately-held entity; •a significant faculty or administrative position at a prominent educational institution; •a senior or significant governmental position; or •a senior position in a significant non-profit organization. | | A member of the Board should have a varied range of skills, perspectives and experience. While not exclusive, the following attributes are desirable: •an understanding of financial reporting and internal control principles or financial management experience; •international and multi‑cultural experience and understanding; •experience relating to environmental, social, legislative, regulatory and public policy matters and their impact on corporate governance; and •the aptitude and experience to fully appreciate the legal responsibilities of a director and the governance processes of a public company. | | A member of the Board must have the highest ethical standards, a strong sense of professionalism and be prepared to serve the interests of all shareholders. Among other attributes, a nominee for the Board should exhibit: •independence, objectivity and a commitment to our Corporate Governance Guidelines and Code of Ethics; •intelligence, self‑assuredness, inter‑personal skills, commitment, communication skills, inquisitiveness, objectivity, practical wisdom and mature judgment; •a willingness to commit sufficient time to discharge the duties of a director; and •the ability to develop and maintain a good working relationship with the other Directors and with senior management. |

  9. Compensation Mix at Target

    To supplement the Statement of Qualifications, our Nominating, Governance and Sustainability Committee maintains an internal list of the more specific experiences and skills that we want to have reflected on the Board. While we do not expect each Director to have all the desired experiences and skills, we do seek to have them all represented on the Board as deeply as possible. When we are searching for a new Director, we strive to fill any relative gaps in the overall composition of the Board.

  10. Compensation Mix at Target

    | 16 | 2025 Proxy Statement |

  11. Compensation Mix at Target

    Summary of Board nominee experience and skills In addition to the minimum qualifications that our Board believes are necessary for all Directors, the following chart highlights certain skills and experience that are relevant to our long-term strategy, and therefore relevant when considering candidates for election to our Board. A mark for an attribute indicates that the nominee gained the attribute through a current or prior position other than his or her service on the JLL Board. Our Board did not assign specific weights to any of these attributes or otherwise formally rate the level of a nominee’s attribute relative to the rating for any other potential nominee. The absence of a mark for an attribute does not necessarily mean that the nominee does not possess that attribute; it means only that when the Board considered that nominee in the overall context of the composition of our Board of Directors, that attribute was not a key factor in the determination to nominate that individual. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographies that follow the chart.

  12. Compensation Mix at Target

    | | | | | | | | | | | | | | | | Cybersecurity/Data Governance | | | | | | | | | | | | | | | Finance/Accounting | | | | | | | | | | | | | | | Global Business | | | | | | | | | | | | | | | Human Capital | | | | | | | | | | | | | | | Mergers and Acquisitions | | | | | | | | | | | | | | | Public Company Board(s) | | | | | | | | | | | | | | | Real Estate Industry | | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | | Sustainability | | | | | | | | | | | | | | | Technology/Innovation/AI | | | | | | | | | | | | | |

  13. Compensation Mix at Target

    | 2025 Proxy Statement | 17 |

  14. Compensation Mix at Target

    Our 2025 Director nominees A biography of each Director nominee, current as of March 31, 2025, appears below.

  15. Compensation Mix at Target

    | | Hugo Bagué Age 64 Director since 2011 (14 years of tenure) | Key Experience and Qualifications | | | | | Global Business: Management of global support functions at Rio Tinto plc and oversight for EMEA support functions at Abbott Labs and Nortel Networks Human Capital: Global human capital strategy leader at Rio Tinto plc and Hewlett Packard Mergers and Acquisitions: Responsibility for the integration of acquired businesses at several companies, including Hewlett Packard, Rio Tinto plc and Alcan | Risk Management: Responsibility for identifying, evaluating, and mitigating enterprise risk related to Environment, Health, and Safety, as well as Information Technology at Rio Tinto plc Sustainability: Led sustainability programs for more than a decade at Rio Tinto plc and as Advisory Board Member of Kanadevia Inova (formerly Hitachi Zosen Innova) related to its waste to energy technology | | Committee Assignments •Compensation •Nominating, Governance and Sustainability | | | |

  16. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Mr. Bagué is currently the Executive Director of Milvusmilvus Consulting GmbH, a consultancy company that he owns and runs, and has been on the Advisory Board of Kanadevia Inova (f/k/a Hitachi Zosen Inova), a global cleantech company operating in energy from waste (EfW) and renewable gas, since December 2022. From 2007 until 2017, Mr. Bagué was Organisational Resources Group Executive for Rio Tinto plc, a leading international mining and metals group.

  17. Skills and Attributes

    Skills and Attributes Mr. Bagué brings significant experience with employee relations, communications, safety, information technology and compensation issues, as well as perspectives on public relations, procurement, information systems and corporate sustainability to the JLL Board. His work for other multinational companies provides insights into operating within different cultures, business environments and legal systems, including both Continental Europe and emerging markets, and within the technology and healthcare industries, both of which are important to JLL’s future growth strategy.

  18. Skills and Attributes

    | | Matthew Carter, Jr. Age 64 Director since 2018 (7 years of tenure) | Key Experience and Qualifications | | | | | Finance/Accounting: Extensive executive experience in leadership roles across various companies involving financial oversight and strategic financial decision-making Global Business: Chief Executive Officer of multiple global technology companies with customers and operations across the globe Mergers and Acquisitions: Multi-company CEO adept at leveraging M&A to drive strategic growth, expand market share, and maximize shareholder value through targeted acquisitions and successful integrations | Public Company Boards: Current director of NRG Energy, Inc., an integrated power company, and former director of Apollo Education Group, Inc., a provider of higher education programs, and USG Corporation, a global manufacturer of industrial products Technology/Innovation/AI: current or former Chief Executive Officer of three large, global technology companies, Intrado Life & Safety, Inc., Aryaka Networks, Inc., and Inteliquent, Inc. | | Committee Assignments •Compensation •Nominating, Governance and Sustainability (Chair) Other Public Board Service •Current: NRG Energy, Inc., an integrated power company | | | |

  19. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Mr. Carter is the Chief Executive Officer of Intrado Life & Safety, Inc., a leading provider of emergency response solutions for the public safety community. From 2018 to 2023, Mr. Carter was Chief Executive Officer of Aryaka Networks, Inc., a leading provider of cloud and on-premises network applications. From 2015 to 2017, he served as President and Chief Executive Officer of Inteliquent, Inc., which provides wholesale voice services for carriers and service providers. Previously, Mr. Carter held various positions at Sprint Corporation from 2006 to 2015, including President of Enterprise Solutions, Sprint’s $14 billion global communications technology business unit, and earlier served as a director of Apollo Education Group, Inc., a provider of higher education programs, and USG Corporation, a global manufacturer of industrial products.

  20. Skills and Attributes

    Skills and Attributes Mr. Carter brings significant corporate leadership, brand management and technology experience to the JLL Board, drawing from his executive roles at several large companies. His service on other boards enhances our capabilities in the areas of management oversight, corporate governance and board dynamics.

  21. Skills and Attributes

    | 18 | 2025 Proxy Statement |

  22. Skills and Attributes

    | | Catherine Clay Age 57 First-time Director Nominee | Key Experience and Qualifications | | | | | Cybersecurity/Data Governance: Led efforts to align Cboe’s digital assets, data and analytics product suite, and market data services, managing sensitive information, ensuring regulatory compliance, and protecting valuable digital assets on a global scale Global Business: Extensive experience navigating complex financial ecosystems across countries and regulatory environments as Cboe Global Markets’ Global Head of Derivatives Human Capital Management: Responsible for leading large teams and managing human capital across multiple global locations in various executive roles within Cboe, with a focus on talent acquisition, development, retention, and performance management | Mergers and Acquisitions: Expert in mergers and acquisitions, including the negotiation of deal terms, due diligence, stakeholder communications, and integration work, as the former CEO of LiveVol, which was acquired by Cboe in 2015, and as a Cboe executive evaluating potential other acquisitions for the company Technology/Innovation/AI: At the forefront of financial technology innovation throughout her career, from leading market-making operations to overseeing the development of advanced trading and analytics platforms, and aligning digital assets with strategic objectives | | Committee Assignments (Expected) •Audit and Risk •Compensation •Nominating, Governance and Sustainability | | | |

  23. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Ms. Clay is Executive Vice President, Global Head of Derivatives at Cboe Global Markets, where she oversees the global Derivatives business, encompassing both the U.S. and European markets. Prior to her current role, Ms. Clay served as Executive Vice President of Global Digital and Data Solutions. In this position, she led the company's efforts to align Cboe’s digital assets, data and analytics product suite, and market data services with strategic objectives. Previously, as Senior Vice President, Information Solutions, Ms. Clay led the growth of Cboe’s holistic offering of indices, analytics, and execution services, creating a high value offering for market participants. She joined Cboe as part of the company’s 2015 acquisition of LiveVol, where she was Chief Executive Officer, after starting at the firm in 2010 as Chief Strategy Officer. Ms. Clay began her career as a clerk in Interactive Brokers’ market-making unit, Timber Hill, and progressed to Lead Market Maker and Director of Floor Trading and Operations. In 2006, she left Timber Hill to co-found Thales LLC, a market-making firm on the NYSE Options Floor and on the OneChicago single stock futures exchange. Ms. Clay holds a Bachelor of Science from the University of Colorado and serves on the Greenwood Project board of directors.

  24. Skills and Attributes

    Skills and Attributes Ms. Clay brings extensive experience in derivatives markets, digital assets, data analytics, and financial technology to the JLL Board. Her leadership roles overseeing global derivatives businesses and digital/data solutions at a major exchange provide valuable insights into capital markets, risk management, and technological innovation. Ms. Clay's background in evaluating acquisitions and infrastructure investments enhances the Board's capabilities in strategic development and M&A.

  25. Skills and Attributes

    | | Susan M. Gore Age 62 Director since 2024 (1 year of tenure) | Key Experience and Qualifications | | | | | Cybersecurity/Data Governance: Former Managing Partner of PwC Global Technology and Information Security responsible for the development and implementation of PwC’s global Technology and Information security strategies and risk management practices Finance/Accounting: CPA and Assurance executive with more than three decades of experience advising companies, including large multinationals, in the delivery of audit services Global Business: Responsibility for all global programs and global teams that supported PwC’s $15B Global Assurance Business as PwC’s Global Assurance Chief Operations Officer, as well as for maintaining relationships with the 150+ member firms’ CIOs and CISOs engaged with PwC Global Technology and Security | Risk Management: Extensive experience identifying, assessing and mitigating business financial and operational risks in ensuring compliance with regulatory standards and safeguarding the integrity of financial reporting and operations Technology/Innovation/AI: Direction of Global IT teams at PwC to execute a multi-year digital transformation of back-office operations to global cloud-based systems and a multi-year transformation program to modernize the technology platform that supported the delivery of global audit services | | Committee Assignments •Audit and Risk •Nominating, Governance and Sustainability | | | |

  26. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Ms. Gore held various leadership roles at PricewaterhouseCoopers LLP (PwC) for over 33 years, including most recently as the Managing Partner of PwC’s Global Technology and Information Security organization from 2016 until her retirement in 2022. Ms. Gore served as the Global Assurance Chief Operations Officer from 2011 to 2016 and as the US Assurance Transformation Leader from 2006 to 2011. Prior to these roles, Ms. Gore was an Assurance partner providing professional accounting services to clients ranging from high growth startups to large multinational companies. From 2001 to 2006, Ms. Gore was the Chief Financial Officer of a late-stage venture backed software company and a Portfolio Advisor for a Silicon Valley Venture Capital firm. Ms. Gore holds a Bachelor of Business Administration in accounting from Texas Christian University.

  27. Skills and Attributes

    Skills and Attributes Ms. Gore brings a deep understanding of technology and security services to the JLL Board, as well as experience in executing digital transformation initiatives. Ms. Gore also brings significant expertise in finance, human capital, and operational planning, as well as considerable prior experience advising boards of directors and board committees, providing valuable insights and guidance on audit effectiveness and efficiencies.

  28. Skills and Attributes

    | 2025 Proxy Statement | 19 |

  29. Skills and Attributes

    | | Tina Ju Age 60 Director since 2021 (4 years of tenure) | Key Experience and Qualifications | | | | | Finance/Accounting: Responsibility for supervising the Chief Financial Officer and senior financial accountants for KPCB and TDF Capital VC funds, as well as for various portfolio companies, and for assessing company performance through the preparation and evaluation of financial statements Global Business: Extensive experience with global business investment and operations, with a focus on Asia, particularly China Mergers and Acquisitions: Expertise in investment banking, assisting companies in IPO preparation, equity/debt financing and evaluating M&A opportunities, as well as providing strategic guidance to portfolio companies in formulating M&A strategies and | assessing potential M&A opportunities with leading industry players as an experienced venture capital investor and board member Public Company Boards: Current board director of Yiren Digital Ltd., a leading personal financial services platform in China, since its IPO in 2015 Technology/Innovation/AI: Leadership of investments in over forty Chinese/Asian technology companies as a founding partner of venture capital funds KPCB China and TDF Capital, as well as experience evaluating hundreds of technology startups with innovative business models, new technology solutions or platform-based approaches | | Committee Assignments •Audit and Risk •Nominating, Governance and Sustainability Other Public Board Service •Current: Yiren Digital Ltd., a leading personal financial services platform in China, providing consumers with both credit and wealth management services | | | |

  30. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Ms. Ju is a founding and managing partner of KPCB China and TDF Capital. She has more than 30 years of experience in venture capital, investment banking and operations. Ms. Ju began her venture capital career in 1999 and has led several noteworthy investments, including Alibaba, Baidu and Focus Media. She cofounded VTDF China in 2000 and KPCB China in 2007. Earlier in her career, Ms. Ju spent 10 years in investment banking including at Deutsche Bank as the head of TMT and Transport Asia, Merrill Lynch as head of Asia Technology and Corporate Finance Team, and Goldman Sachs. Ms. Ju currently serves as a director on the board of various private companies. She is a member of the Global Leadership Council for Oxford Saïd Business School. Ms. Ju received a bachelor’s degree in industrial engineering and operations research from UC Berkeley and an MBA from Harvard Business School.

  31. Skills and Attributes

    Skills and Attributes Ms. Ju brings her extensive experience in venture capital, investment banking and operations to the JLL Board. Ms. Ju’s abilities to identify, engage and support some of China’s most accomplished entrepreneurs and successful enterprises are invaluable as we continue our focus on the future growth potential in Asia.

  32. Skills and Attributes

    | | Bridget Macaskill Age 76 Director since 2016 (9 years of tenure) | Key Experience and Qualifications | | | | | Finance/Accounting: Responsibility as Chief Executive Officer of First Eagle Holdings, Inc. and Oppenheimer Funds, Inc. for the financial operations of the enterprises, and membership on or chairmanship of the Audit and Risk committees of multiple public and private companies, including heavily regulated banking and insurance companies Global Business: Extensive experience of executive management of multiple global and international companies for over four decades Human Capital: Direct engagement and oversight for hiring, succession management, and the design and implementation of compensation plans, including annual incentives, options and restricted stock programs, for the organizations she ran Mergers and Acquisitions: Stewardship of multiple M&A transactions, involving both the acquisition and the sale of companies, as Chief Executive Officer of the organizations she oversaw | Public Company Boards: Former board director for eight public companies over 30 years, including Close Brothers plc, a merchant banking firm, and Jupiter Fund Management plc, an asset management company Real Estate Industry: Former board director of Fannie Mae Risk Management: Responsibility as Chief Executive Officer for several large companies for the risk management of the enterprises, as well as for external, highly regulated companies while serving on their Audit and Risk committees Sustainability: Oversight of sustainability screening programs for target portfolio companies of the organizations she managed as Chief Executive Officer, as well as oversight of the development of Sustainable and Impact investing portfolios as a board member of various organizations | | Committee Assignments •Compensation •Nominating, Governance and Sustainability | | | |

  33. Professional, Leadership and Board Experience

    Professional, Leadership and Board Experience Ms. Macaskill currently serves as Chairman of Cambridge Associates LLC, a global investment firm. Until July 2019, she was the Non-Executive Chairman and, prior to that, the President and Chief Executive Officer, of First Eagle Holdings, Inc., a global investment firm, which she joined in 2009. Prior to joining First Eagle, Ms. Macaskill served as Chief Operating Officer, President, Chief Executive Officer and Chairman of Oppenheimer Funds, Inc., where she is recognized for creating the Oppenheimer Funds’ Women & Investing program, dedicated to educating American women about the need to take charge of their personal finances.

  34. Skills and Attributes

    Skills and Attributes Ms. Macaskill brings her experience in investment management, finance, accounting, shareholder relations, leadership, enterprise risk management, compliance and operations within a highly regulated industry to the JLL Board. Ms. Macaskill also brings experience in corporate social responsibility. Additionally, Ms. Macaskill brings perspectives on the British government and economy.

  35. Skills and Attributes

    | 20 | 2025 Proxy Statement |

  36. Skills and Attributes

    | | Deborah H. McAneny Age 66 Director since 2019 (6 years of tenure) | Key Experience and Qualifications | | | | | Finance/Accounting: Extensive finance and accounting expertise to evaluate complex assets, optimize returns, manage risk exposure and ensure accurate financial reporting across varied and specialized sectors at John Hancock Financial Services Mergers and Acquisitions: Responsibility for the strategy and due diligence related to mergers at John Hancock Financial Services, as well as involvement in sales and mergers of public companies as a board director Public Company Boards: Current board director of KKR Real Estate Finance Trust, a real estate finance company, and RREEF Property Trust, Inc., a nontraded REIT, and former board director of three other public companies, | including HFF, Inc., a leading capital markets advisory firm where she served as lead independent director, and First Eagle Alternative Capital BDC, Inc. (f/k/a THL Credit Inc.), a closed-end, non-diversified investment company and an externally managed business development company Real Estate Industry: Leadership for equity investing, mortgage lending, securitization and servicing in the real estate sector at John Hancock Financial Services, as well as real estate operating experience as Chief Operating Officer of Benchmark Senior Living | | Committee Assignments •Compensation (Chair) •Nominating, Governance and Sustainability Other Public Board Service •Current: KKR Real Estate Finance Trust, a real estate finance company, and RREEF Property Trust, Inc., a nontraded REIT | | | |

  37. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Ms. McAneny served in various roles at John Hancock Financial Services for over 20 years, including most recently as Executive Vice President and a member of its Policy Committee responsible for John Hancock’s real estate, timber, agricultural and structured fixed income businesses. Ms. McAneny served on the board of directors of HFF, Inc., a leading capital markets advisor, from 2007 until July 2019 when the company was acquired by JLL. She is the chair of the board of the University of Vermont Foundation and formerly served as trustee and chair of the board of the University of Vermont.

  38. Skills and Attributes

    Skills and Attributes Ms. McAneny brings her extensive board experience, senior management expertise and significant familiarity with our business and industry to the JLL Board, as well as particular knowledge of the Capital Markets business.

  39. Skills and Attributes

    | | Siddharth (Bobby) Mehta Age 66 Director since 2019 (6 years of tenure) | Key Experience and Qualifications | | | | | Cybersecurity/Data Governance: Led a significant uplift of the cyber program during his time at Transunion, as well as serving on multiple board committees with responsibility for overseeing cybersecurity and as chairman of the board of a privately held company in the payments and cybersecurity business Finance/Accounting: Oversaw complex accounting and finance issues in his prior CEO roles and served on the audit committees of multiple public and private companies Global Business: Served an international client base in prior consulting practice as well as global roles in multiple public companies, including leading the expansion of TransUnion’s global footprint in Asia, Africa and the Americas Human Capital Management: As CEO of a global organization, accountable for talent management across international markets, aligning workforce strategies with business objectives to drive innovation, productivity and organizational success on a global scale | Mergers and Acquisitions: Provided executive leadership for numerous M&A transactions, both within the U.S. and globally Public Company Boards: Currently serves on the boards of Allstate and Northern Trust, with prior board roles at TransUnion and Piramal, an Indian multinational conglomerate with a presence across various sectors such as healthcare, life sciences, drug discovery, financial services, alternative investment and real estate Risk Management: Managed complex credit businesses for more than 15 years and participated in the creation of enterprise risk management programs for complex financial institutions Technology/Innovation/AI: Headed the technology transformation of several financial services businesses, including the use of data and analytics to transform business process and build competitive advantage | | Committee Assignments •Audit and Risk •Compensation •Nominating, Governance and Sustainability Other Public Board Service •Current: The Allstate Corporation (since 2014) and Northern Trust Corporation (since 2019) •Prior within the last five years: TransUnion (2013-2021) and Piramal Enterprises Ltd., a global business conglomerate (2013-2020) | | | |

  40. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Mr. Mehta was the former President and Chief Executive Officer of TransUnion, a global provider of credit information and risk management solutions, from 2007 to 2012. From 1998 to 2007, Mr. Mehta held a variety of positions with HSBC Finance Corporation and HSBC North America Holdings, including Chief Executive Officer of HSBC North America Holdings and Chief Executive Officer of HSBC Finance Corporation. Prior to that, he was Senior Vice President at The Boston Consulting Group and led their North American Financial Services Practice. Mr. Mehta also serves on several not-for-profit boards, including the Field Museum and the Chicago Public Education Fund.

  41. Skills and Attributes

    Skills and Attributes Mr. Mehta brings chief executive and senior management expertise in the financial services industry to the JLL Board, including in banking and the credit markets. He enhances our marketing, brand management, technology and strategic experience.

  42. Skills and Attributes

    | 2025 Proxy Statement | 21 |

  43. Skills and Attributes

    | | Moses Ojeisekhoba Age 58 Director since 2022 (3 years of tenure) | Key Experience and Qualifications | | | | | Finance/Accounting: Effectively navigated risk and optimized investment strategies to drive profitability and long-term financial stability in a highly regulated industry Global Business: Led global businesses across three continents, including as Asia Pacific Regional President at Swiss Re Human Capital Management: As a CEO, strategically led, developed and optimized his organization's workforce to drive business success and competitive advantage | Risk Management: Practiced in the reinsurance industry for over three decades at several industry-leading organizations Sustainability: Extensive involvement in sustainability matters at Swiss Re, where such practices were an essential element of its client offerings and a key element of underwriting and investments | | Committee Assignments •Compensation •Nominating, Governance and Sustainability | | | |

  44. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Mr. Ojeisekhoba is the President of Resolution Life, a global life insurance group with a focus on the acquisition and management of portfolios of life insurance policies. In this role, Mr. Ojeisekhoba is responsible for the commercial, market-facing division of Resolution Life. Mr. Ojeisekhoba has more than 20 years of senior leadership experience in the financial services industry. Prior to joining Resolution Life in October 2024, Mr. Ojeisekhoba served as the Chief Executive Officer of Global Clients and Solutions for Swiss Re, and previously was responsible for Swiss Re’s Reinsurance Business Unit, covering both property and casualty as well as life and health. He oversaw Swiss Re’s business across Asia Pacific as Regional President before that and was a member of its Group Executive Committee for over twelve years. Mr. Ojeisekhoba also previously worked for Chubb Insurance Company and Prudential Insurance Company in various capacities. He is a frequent speaker on the topics of leadership, risk knowledge, cyber security, and geopolitical trends. Mr. Ojeisekhoba holds a Bachelor of Science degree in Statistics from the University of Ibadan, Nigeria and a master’s degree in management from London Business School.

  45. Skills and Attributes

    Skills and Attributes Mr. Ojeisekhoba brings chief executive and senior management expertise in the financial services industry to the JLL Board, with a particular focus on client management, risk management and commercializing risk knowledge. His global client experience and perspective enhances our understanding of operational challenges in key markets throughout the world.

  46. Skills and Attributes

    | | Jeetendra (Jeetu) I. Patel Age 53 Director since 2019 (6 years of tenure) | Key Experience and Qualifications | | | | | Cybersecurity/Data Governance: Former executive experience in Security and Collaboration at Cisco, in addition to significant work in data governance and security issues in enterprise technology environments at multiple technology companies Finance/Accounting: Experience effectively managing resources, evaluating ROI on product investments, and making strategic decisions that align with a company's financial objectives and market demands Global Business: Develops, launches, and manages products across international markets, navigating complex regulatory and competitive landscapes while aligning product strategies with company objectives and customer needs worldwide Human Capital Management: Builds and leads a global, cross-functional team that drives innovation and product success in a competitive tech landscape | Mergers and Acquisitions: As Cisco’s Chief Product Officer, strategically identifies, evaluates and integrates acquisition targets that enhance the company's product portfolio, extend market reach and accelerate innovation in the rapidly evolving technology sector Public Company Boards: Serves on the board of Equinix, where he sits on the Talent, Culture and Compensation committee Technology/Innovation/AI: Held leadership roles in enterprise cloud content management, collaboration technologies, and security solutions, with a strong track record of driving product strategy and innovation in competitive technology markets, and as Cisco’s Chief Product Officer, serves as a frequent speaker on AI in the media and across industries, including in connection with Cisco’s AI Summit | | Committee Assignments •Audit and Risk •Nominating, Governance and Sustainability Other Public Board Service •Current: Equinix, a digital infrastructure company (since 2022) | | | |

  47. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Mr. Patel is Cisco’s Executive Vice President and Chief Product Officer. Previously, Mr. Patel was Cisco’s Executive Vice President and General Manager of Security and Collaboration where he led the strategy and development for these businesses and held P&L responsibility for the multibillion-dollar portfolio. Prior to joining Cisco in 2020, Mr. Patel was the Chief Product Officer and Chief Strategy Officer at Box, an enterprise cloud content management platform. He oversaw the company’s product and platform strategy, setting the company’s long-term roadmap and vision for cloud content management in the enterprise. His other past roles include General Manager and Chief Executive of the Syncplicity business unit of EMC (now part of Dell) and Founder and President of Doculabs, a research and advisory firm focused on collaboration and content management. He earned a Bachelor of Science in Information Decision Sciences from the University of Illinois, Chicago.

  48. Skills and Attributes

    Skills and Attributes Mr. Patel brings chief executive and senior management expertise, together with product and engineering management skills, marketing, brand management, strategic and strong technology experience to the JLL Board. Moreover, he brings decades of expertise accelerating fast–growing established and startup business models in highly competitive markets.

  49. Skills and Attributes

    | 22 | 2025 Proxy Statement |

  50. Skills and Attributes

    | | Joseph (Larry) Quinlan Age 62 Director since 2022 (3 years of tenure) | Key Experience and Qualifications | | | | | Cybersecurity/Data Governance: Served as Global CIO for Deloitte with responsibility for its worldwide cybersecurity program Finance/Accounting: Drove significant revenue leading Deloitte services to Fortune 500 global clients in the hospitality and technology sectors and evaluated ROI on technology initiatives Global Business: Oversaw $50 billion global enterprise as a member of Deloitte’s global leadership team Human Capital Management: Led teams across global locations, fostering a culture of innovation and continuous learning while aligning talent strategies with evolving organizational goals | Public Company Boards: Serves on the boards of ServiceNow, where he sits on the audit committee, and Booking Holdings, where he chairs the cybersecurity committee Risk Management: Co-chaired Deloitte’s cyber risk committee Technology/Innovation/AI: Had primary responsibility at Deloitte for technology and innovation operations, including artificial intelligence | | Committee Assignments •Audit and Risk (Chair) •Nominating, Governance and Sustainability Other Public Board Service •Current: ServiceNow (NYSE: NOW), a leading cloud digital workflow company (since 2021) and Booking Holdings (NASDAQ: BKNG), a leading provider of online travel and related services (since 2022) | | | |

  51. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Mr. Quinlan was the Global Chief Information Officer of Deloitte, LLP, a professional services firm, where he was responsible for all facets of Deloitte’s technology strategy and operations and oversaw more than 10,000 IT professionals in 175 countries. Mr. Quinlan spent 33 years at Deloitte (1988 - 2021), where he led Deloitte’s global implementations of ERP & CRM systems, including some of the world’s largest SAP and Salesforce platforms leveraging data analytics, cloud hosting and collaboration technologies from AWS, Microsoft, Google, Oracle and ServiceNow. In addition to his CIO role (2010-2021), Mr. Quinlan drove significant revenue leading Deloitte services to Fortune 500 global clients in the hospitality and technology sectors and advised company boards and CEOs on a wide range of IT, cybersecurity and digital strategic priorities. Mr. Quinlan serves on the non-profit boards of the United Way of Miami and the Adrienne Arsht Performing Arts Center. He also is passionate about improving opportunities in underserved communities. Together with other CIOs, Mr. Quinlan founded The TechPACT, an organization committed to bridging the digital divide.

  52. Skills and Attributes

    Skills and Attributes Mr. Quinlan brings deep expertise across every facet of the digital and technology transformation journey to the JLL Board. Mr. Quinlan’s extensive leadership experience in digital and technology strategy and operations, and cybersecurity, is invaluable as we continue to grow our Software and Technology Solutions business and support our clients’ technological business needs.

  53. Skills and Attributes

    | | Efrain Rivera Age 68 Director since 2021 (4 years of tenure) | Key Experience and Qualifications | | | | | Cybersecurity/Data Governance: Participated as a member of the cybersecurity committee at Paychex Finance/Accounting: Held public company CFO positions at Paychex and Bausch & Lomb and is a certified management accountant Global Business: Managed European operations and strategy for Paychex as well as Latin America and Canada for Bausch & Lomb Human Capital Management: Served as a senior executive at Paychex, a leading human capital management company | Mergers and Acquisitions: Managed the M&A function at both Paychex and Bausch & Lomb and oversaw Paychex’s $1.2 billion acquisition of Oasis Outsourcing Public Company Boards: Member of the board of Franklin Covey Co. and sits on its audit committee Risk Management: Oversaw the risk management function as part of his responsibilities at Paychex Technology/Innovation/AI: Former CEO of software-as-a-service (SaaS) technology company, Paychex, taking a leading role in its successful technology transformation | | Committee Assignments •Audit and Risk •Nominating, Governance and Sustainability Other Public Board Service •Current: Franklin Covey (NYSE: FC), a global performance improvement company (since 2023) | | | |

  54. Professional, Leadership and Service Experience

    Professional, Leadership and Service Experience Mr. Rivera has extensive global experience in finance and operations. He served as the Senior Vice President, Chief Financial Officer and Senior Advisor to the CEO of Paychex, Inc., a leading provider of integrated human capital management solutions. Prior to joining Paychex, Mr. Rivera held senior management positions, including Corporate Vice President and Chief Financial Officer, at global eye health company Bausch & Lomb, and in higher education administration. Mr. Rivera is a Senior Advisor with EQT partners, a leading global investment firm. Mr. Rivera holds a Doctor of Management degree from Case Western Reserve University, an MBA from the University of Rochester and a Juris Doctor degree from New York University. Mr. Rivera is a certified management accountant (CMA).

  55. Skills and Attributes

    Skills and Attributes Mr. Rivera brings significant global experience in finance and operations to the JLL Board, drawing from his executive roles at large multinational companies. His prior finance and management experience enhances our Board’s oversight of strategic development activities, evaluation of M&A opportunities and succession planning.

  56. Skills and Attributes

    | 2025 Proxy Statement | 23 |

  57. Skills and Attributes

    | | Christian Ulbrich Age 58 Director since 2016 (9 years of tenure) | Key Experience and Qualifications | | | | | Finance/Accounting: Started his career in banking, serving as CEO of Bank Companie Nord and leader of Warburg Bank’s real estate group, HIH prior to his tenure at JLL Global Business: As CEO of JLL, leads an organization that operates in over 80 countries around the world Mergers and Acquisitions: Led JLL’s $2 billion acquisition of HFF, Inc., a leading real estate capital markets advisor Public Company Boards: Decade-long service on the Supervisory Board of Vonovia, SE and a member of its Strategy, Finance and Sustainability Committee, among others Real Estate Industry: Extensive real estate experience spanning over two decades, including multiple leadership roles at JLL where he progressed from Managing Director of | Germany to Global CEO, overseeing the Company’s worldwide operations and strategic direction in the commercial real estate services and investment management sectors Risk Management: Directs complex international operations and strategic decisions that require careful assessment and mitigation of various financial, operational, and market risks in the dynamic real estate industry Sustainability: Consistently championed sustainability initiatives within the real estate industry, driving JLL’s commitment to support our clients in reducing their energy costs Technology/Innovation/AI: Led JLL’s technology transformation including creation of the JLL Technologies business line and its technology-focused JLL Spark investment fund | | Committee Assignments •None Other Public Board Service •Prior within the last five years: Vonovia SE (2014-2024) | | | |

  58. How we determine Director compensation

    How we determine Director compensation Our Compensation Committee is responsible for determining and recommending to the Board the overall compensation program for our non-employee Directors. We use a combination of cash and stock to provide compensation to our non-employee Directors that is: •Aligned with the interests of our shareholders, in part by emphasizing equity compensation over cash; •Sufficient to attract and retain the highest caliber individuals who meet the established criteria for Board membership; •Reflective of the demands placed on Board and Committee members by a complex and geographically dispersed, global organization operating in highly competitive and dynamic markets; and •Competitive based on compensation paid to directors at other firms under broadly similar circumstances. With the assistance of its external compensation consultant, the Compensation Committee gathers data on board compensation for the same companies in the peer groups that the Committee uses as comparisons for executive compensation. (For more information on the compensation peer groups, see “How we make compensation decisions,” which begins on page 46.) The Compensation Committee believes it is appropriate to use the same peer groups for both executive and board compensation. When reviewing these studies and data, the Compensation Committee seeks information regarding: •total mix of compensation; •board retainers and meeting fees; •compensation for serving on and for chairing Committees; •equity ownership guidelines; •equity vehicles used and vesting schedules; and •compensation for Non-Executive Chairman. Based upon internal guidelines, and with the objective of bringing compensation generally in line with the median compensation offered at peer companies, the Compensation Committee then seeks to make any adjustment to the overall compensation program deemed necessary to satisfy the above criteria approximately every other year. Consistent with this practice, effective June 1, 2024, the Compensation Committee increased both the cash and stock elements of our non-employee Director compensation by $15,000 annually to better align with the peer group benchmarking performed by the external compensation consultant.

  59. How we determine Director compensation

    | 2025 Proxy Statement | 35 |

  60. How we determine Director compensation

    In consideration of emerging corporate governance best practices, our Board has established a limit on the amount of equity and cash compensation that can be paid to a non-employee Director in a single year. The compensation limits, as described more fully in our Stock Award and Incentive Plans, provide that the total annual compensation for any fiscal year for non-employee Directors will be limited to $750,000, including the value of both the annual cash retainer(s) and the grant date fair value of the annual equity award. The Board believes this is a meaningful limit.

  61. Director compensation amounts for 2024

    Director compensation amounts for 2024 During 2024, the compensation for our non-employee Directors consisted of three components as set forth below:

  62. Director compensation amounts for 2024

    | Annual cash retainer | •Each Director — $115,000 ($100,000 prior to June 1, 2024) •Chairman of the Board — additional $60,000 Paid in quarterly installments | | Annual grant of JLL stock | •Each Director — Annual grant of JLL common stock valued at $200,000 •Chairman of the Board — additional annual grant of common stock valued at $110,000 Paid annually after the annual shareholders meeting | | Annual cash retainer for Committee Chair or Member | •Audit and Risk Committee Chair — $25,000 •Compensation Committee Chair — $25,000 •Nominating, Governance and Sustainability Committee Chair — $15,000 •Audit and Risk Committee member (other than chair) — $10,000 •Compensation Committee member (other than chair) — $10,000 •Nominating, Governance and Sustainability Committee member (other than chair) — $5,000 Paid annually in third quarter |

  63. Director compensation amounts for 2024

    As referenced above, the Chairman of the Board receives an additional annual retainer in consideration of undertaking the responsibilities and time commitments associated with that position. To determine that compensation, the Compensation Committee meets in executive session, without the Chairman being present. In 2024, the Committee made no change to the Chairman’s compensation beyond the increases in cash and stock applicable to all non-employee Directors referenced above. The Committee determined that the Chairman’s compensation is consistent with the relevant peer group, and as it is more equity-oriented, it is aligned with shareholder interests. We do not pay meeting fees, but JLL reimburses all Directors for reasonable travel, lodging and related expenses incurred in attending meetings. We do not provide perquisites to our non-employee Directors. Directors who are also officers or employees of JLL do not receive any additional compensation for serving on the Board. Non-employee Directors may elect to receive any or all of their cash retainers as JLL common stock, with the number of shares determined on a quarterly basis based on the closing price of our common stock on the last trading day of the immediately preceding quarter. Non-employee Directors who are subject to U.S. income tax also may participate in the Deferred Compensation Plan that we have established for certain U.S.-based employees. The Deferred Compensation Plan is a nonqualified deferred compensation program that enables eligible participants to voluntarily defer up to 100% of their cash retainers, common stock grants, and restricted stock unit grants upon vesting.

  64. Director compensation amounts for 2024

    | 36 | 2025 Proxy Statement |

  65. Non-Employee Director compensation for 2024

    Non-Employee Director compensation for 2024 The following table provides information about the compensation paid to our current Non-Employee Directors for their services during 2024. Mr. Ulbrich does not receive compensation for his service on the Board.

  66. Non-Employee Director compensation for 2024

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total (2024) | | Hugo Bagué | $123,750 | $200,000 | — | — | — | — | $323,750 | | Matthew Carter, Jr. | $133,750 | $200,000 | — | — | — | — | $333,750 | | Susan M. Gore | $82,083 | $200,000 | | | | | $282,083 | | Tina Ju | $123,750 | $200,000 | — | — | — | — | $323,750 | | Bridget Macaskill | $123,750 | $200,000 | — | — | — | — | $323,750 | | Deborah H. McAneny | $138,750 | $200,000 | — | — | — | — | $338,750 | | Siddharth (Bobby) Mehta | $193,750 | $310,000 | — | — | — | — | $503,750 | | Moses Ojeisekhoba | $123,750 | $200,000 | — | — | — | — | $323,750 | | Jeetendra (Jeetu) I. Patel | $123,750 | $200,000 | — | — | — | — | $323,750 | | Ann Marie Petach(3) | $50,000 | $— | — | — | — | — | $50,000 | | Joseph (Larry) Quinlan | $138,750 | $200,000 | — | — | — | — | $338,750 | | Efrain Rivera | $123,750 | $200,000 | — | — | — | — | $323,750 |

  67. Non-Employee Director compensation for 2024

    (1)The amounts in this column reflect the aggregate cash fees that each Director earned during 2024, as his or her retainer for Board membership and all Chair and Committee retainers, to the extent applicable. We do not pay fees for attendance at individual meetings. (2)The stock awards in this column reflect the annual $200,000 in common stock we granted to each Director. Mr. Mehta received an additional equity award of JLL common stock for the Chairman of the Board equal to $110,000. The amount of shares issued was rounded to the nearest whole share. The amounts we report in this column reflect the grant date fair values of the stock awards we made to our non-employee Directors during 2024 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. (3)Ms. Petach did not stand for re-election to the Board at the 2024 Annual Meeting. Her compensation in 2024 reflects non-employee Director compensation earned for the period of time during which she served on the Board in 2024.

  68. Non-Employee Director compensation for 2024

    | 2025 Proxy Statement | 37 |

  69. Members of JLL Global Executive Board

    Members of JLL Global Executive Board Laura Adams, 56, has been our Chief Human Resources Officer (CHRO) since July 2022. Previously, Ms. Adams served as the Global HR Lead for JLL’s Markets Advisory, Capital Markets and Work Dynamics segments. Ms. Adams joined JLL in 2005 following senior HR roles with Washington Mutual Bank and Diamond Technology Partners. She has extensive experience in aligning people programs to business strategy and driving large-scale complex change. Richard Bloxam, 53, has been our Chief Executive Officer, Capital Markets Services since 2017, and he has additional oversight for Investment Management Services and Research. Mr. Bloxam was formerly the head of Capital Markets for JLL in EMEA for six years, and before that he served in various positions of increasing responsibility for JLL’s Capital Markets business in EMEA. Karen Brennan, 47, has been our Chief Financial Officer (CFO) since 2020. Previously, Ms. Brennan spent more than 20 years with LaSalle, most recently as Chief Executive Officer of LaSalle’s operations in Europe based in the United Kingdom, and prior to that she held positions of increasing responsibility in real estate investment management in the United States, Singapore and Hong Kong. Neil Murray, 50, has been Chief Executive Officer for our Real Estate Management Services (previously referred to as Work Dynamics) business and Chairman of our Global Real Estate Management Services Board since 2019. He joined JLL as EMEA CEO, Corporate Solutions in 2017. Before joining JLL, Mr. Murray was CEO of Corporate Services and Region Chair for the UK and Ireland for Sodexo, Inc., where he served in various positions of increasing responsibility from 2009. Andy Poppink, 51, has been our Chief Executive Officer, Leasing Advisory (previously referred to as Markets Advisory) since July 2023. Prior to assuming that role, Mr. Poppink was the Chief Executive Officer of our EMEA Markets Advisory business segment beginning in January 2021, after serving as the leader of JLL’s US western region, overseeing the Northern California, Pacific Northwest, Southwest and Rocky Mountain regions. Mihir Shah, 50, has been Chief Executive Officer of JLL Technologies, which includes our Software and Technology Solutions segment, since 2019, and Chief Executive Officer of Spark, our Proptech venture fund, since 2017. Mr. Shah co-founded Mob.ly, which built several category-leading location-based mobile applications, where he was CEO until Mob.ly was sold to Groupon in 2010. Mr. Shah was a senior executive at Groupon, where he stayed until 2014. Previously, he was also a product leader at Yahoo!, as well as an early employee at several startups. Mr. Shah has angel invested and advised many startups including Uber and Boom Supersonic since 2009.

  70. Compensation Mix at Target

    | | Long Term Incentive Plan | | Annual Incentive Plan | | Base Salary |

  71. Summary of executive compensation practices

    | What we do | What we don’t do | | Align pay for performance | No personal perquisites of any significance | | Build in flexibility to address the financial results of an inherently cyclical business | No excise tax gross-ups upon change in control | | Maintain a mix of short- and long-term compensation elements | | | Include double-trigger change in control provisions for LTIP stock awards | | | Design compensation programs to mitigate undue risk | | | Maintain stock ownership guidelines | | | Prohibit hedging or pledging of JLL stock and short-sales | | | Utilize an independent compensation consulting firm | | | Clawback of certain incentives in the event of a subsequent restatement of financial statements | |

  72. Role of independent compensation consultant

    Role of independent compensation consultant The Compensation Committee has the authority to retain, as needed, independent counsel, compensation and benefits consultants, and other outside experts or advisors. In 2024, the Compensation Committee retained Exequity as its independent compensation consultant to provide advice on matters related to the compensation of the NEOs. The Compensation Committee has assessed Exequity’s independence in light of SEC rules and NYSE listing standards and has determined that Exequity is independent. Exequity does not advise management or receive any compensation from JLL other than in connection with its work for the Compensation Committee. Accordingly, the work performed by Exequity does not raise any conflicts of interest. During 2024, the Compensation Committee requested Exequity to: •Review and comment on the agendas and supporting materials in advance of Compensation Committee meetings; •Review and comment on major compensation matters that management proposes, including comparative data and plan design recommendations; •Review the compensation matters disclosed in this Proxy Statement; •Provide advice on best practices for Board governance of executive compensation, current executive compensation trends, and regulatory updates; and •Undertake special projects or provide certain other advice.

  73. Role of independent compensation consultant

    | 46 | 2025 Proxy Statement |

  74. Risk Mitigation Factors

    | Annual Incentive Plan | | Award Cap | | Long-Term Incentive Plan | | | | Multiple Performance Factors | | | | | | Clawback Feature | | | | | N/A | Anti-hedging Policy | | | | | N/A | Share Ownership Guidelines | | |

  75. Risk Mitigation Factors

    Competitive assessment We recognize that our compensation practices must be competitive within the broader markets where we compete. As we strive to maintain our leadership position within the global real estate services, property technology, and investment management industries, it is critical that we attract, retain, and motivate executives who can help us continue to deliver on the commitments we make to our clients and shareholders. Therefore, each year the Compensation Committee compares our compensation program to those of other relevant companies. Given the nature of our businesses, which combine real estate expertise with business services, our comparator group consists of both real estate-oriented firms as well as business services firms. In identifying comparator companies in the real estate and business services space, we look for companies with a comparable size (companies similar in size both in terms of revenue and market capitalization), a large employee count, and a significant international footprint. Management annually reviews the composition of the peer group with the objective of making the competitive compensation comparisons as meaningful as possible. The Compensation Committee then independently considers and approves the final peer group list. In 2024, the peer group consisted of all of the same companies that were included in the 2023 peer group.

  76. Risk Mitigation Factors

    | Company | 2024 and 2023 Peer Group | | AECOM | X | | Aon plc | X | | CACI International Inc. | X | | CBRE Group, Inc. | X | | CGI Group Inc. | X | | Cognizant Technology Solutions Corporation | X | | Cushman & Wakefield plc | X | | DXC Technology Company | X | | EMCOR Group, Inc. | X | | Equifax Inc. | X | | Fidelity National Information Services, Inc. | X | | Fluor Corporation | X | | Invesco Ltd. | X | | Jacobs Engineering Group Inc. | X | | Leidos Holdings, Inc. | X | | ManpowerGroup Inc. | X | | Marsh & McLennan Companies, Inc. | X | | Prologis Inc. | X | | Raymond James Financial Inc. | X | | Robert Half International Inc. | X | | T. Rowe Price Group, Inc. | X | | Willis Towers Watson Public Limited Company | X |

  77. Risk Mitigation Factors

    We believe the peer group and other external benchmark data relating to the JLL CEO, JLL CFO and CEO Real Estate Management Services positions correlate to publicly available data. For those positions, the external reference is the set of peer group companies above, for which data are available through their respective proxy statements. In the case of Mr. Bloxam, in addition to the peer group data above, we also use various other published survey matches. For Messrs. Shah and Lerner, because of the technological focus of the role, in addition to the peer group data above, we use several hierarchical and role comparisons from publicly disclosed information related to other technology companies. Accordingly, we take an internal equity approach, anchored on data for our JLL CEO, JLL CFO and CEO Real Estate Management Services, all of which we do believe correlate well. After the internal equity comparison, we then look at the external market data and hierarchical comparisons to review from an external equity perspective. 2024 Base salary decisions We review base salaries for all of our NEOs on an annual basis, as well as at the time of a promotion or other change in responsibilities. In 2024, we made the below salary adjustments to stay competitive, retain our executives, and motivate them to support our clients and shareholders. This was the only change since they started their current positions. While we plan salaries in U.S. dollars, we pay them in local currencies.

  78. Risk Mitigation Factors

    (1)The year over year change in Mr. Ulbrich’s base salary reflects the difference in applicable exchange rate rather than a change in base salary in local currency. (2)The year over year change in Mr. Bloxam’s base salary reflects the salary adjustment referenced above and the difference in applicable exchange rate. 2024 Annual Incentive Plan Our AIP structure is designed to align our executives’ compensation with JLL’s enterprise performance, reward executives for their individual performance, and reward performance against strategic leadership goals. The Compensation Committee establishes target AIP awards for each NEO based on extensive external and internal equity considerations as noted above. For 2024, awards were first determined based on results against JLL’s annual financial goals at the enterprise level as well as Strategic Factors, with payouts ranging from 0% to 200% of target (as compared to 0% to 150% in 2023). Under the 2024 AIP, achievement of threshold performance would result in a payout of 50% of the target bonus amount, achievement of target performance would result in a payout of 100% of the target bonus amount, and achievement of maximum performance (or greater) would result in a payout of 200% of the target bonus amount, with a straight-line interpolation applied to results between goals to calculate payout percentage earned. Achievement below threshold results in no payment. After the Compensation Committee certifies financial performance against targets and determines Strategic Factors performance, the resulting awards are adjusted by a Leadership Multiplier (described below) ranging between 80% and 120%. Final AIP awards are delivered in cash.

  79. Performance measures

    Performance measures All GEB members are aligned under the same enterprise performance measures and weightings. The shared performance measures tie the compensation of all our NEOs in the short term for the annual cash variable compensation program to our global corporate performance. In 2024, notable changes were made to the AIP program including the following: (i) in order to better reflect our operational performance, Adjusted EBITDA and Adjusted EBITDA Margin exclude the impact of equity investments for Investment Management and Software and Technology Solutions, therefore excluding the impact of largely non-cash investment gains and losses and (ii) Free Cash Flow has been moved to the GEB LTIP plan, as the metric has greater relevance when measured over a longer period, and has been replaced by Strategic Factors, which are intended to be objective goals set annually that reflect the current strategic intent of JLL.

  80. Performance measures

    | 2025 Proxy Statement | 49 |

  81. Performance measures

    | Performance Measures* | Performance Weighting | What is it? | | AIP Adjusted EBITDA | 50% | Earnings before interest, taxes, depreciation and amortization, adjusted to exclude: net non-cash mortgage servicing rights, mortgage banking derivative activity, equity earnings/losses for Investment Management and Software and Technology Solutions, credit losses on convertible note investments, net loss on dispositions and interest on employee loans, net of forgiveness, along with restructuring and acquisition charges. | | AIP Adjusted EBITDA Margin | 25% | AIP Adjusted EBITDA divided by our externally reported Revenue less directly and indirectly reimbursed costs and Net non-cash MSRs. | | Strategic Factors | 25% | Strategic objectives for 2024 included driving operational efficiencies and productivity, cross selling, and technology transformation. |

  82. Performance measures

    * The above measures are non-GAAP financial measures used by the Compensation Committee in determining executive compensation. See Annex A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP. For the AIP Adjusted EBITDA, Adjusted EBITDA Margin and Strategic Factors Measures, the Compensation Committee set the below threshold, target and maximum performance. In reviewing 2024 performance, the Committee considered the below actual performance and for Strategic Factors, determined that all strategic objectives were achieved or exceeded, with particular recognition of improved operational efficiencies.

  83. Performance measures

    | | Threshold 50% payout | Target 100% payout | Maximum 200% payout | Actual Performance | Weight | Payout Percentage | Total Weighted Funding | | AIP Adjusted EBITDA | | | | $1,186.3M 115% of target | 50% | 151% | | | AIP Adjusted EBITDA Margin | | | | 14.72% 111% of target | 25% | 136% | 140.6% | | Strategic Factors | Objectives related to driving operational efficiencies and productivity, cross selling, and technology transformation | | | Above target performance | 25% | 125% | |

  84. Performance measures

    AIP Adjusted EBITDA and AIP Adjusted EBITDA Margin as presented are non-GAAP financial measures used by the Compensation Committee in determining executive compensation. See Annex A, for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

  85. Performance measures

    | 50 | 2025 Proxy Statement |

  86. Determination of 2024 AIP awards

    Determination of 2024 AIP awards The Compensation Committee set the AIP target bonus amounts for our NEOs shown in the table below through the process described previously. Based on the financial performance, Strategic Factors results, and the Leadership Multipliers, the following annual bonuses were earned in 2024:

  87. Determination of 2024 AIP awards

    | Executive | (A) Bonus Target | (B) Financial and Strategic Factor Goals Payout Percentage | (C) Calculated Performance Basis of Award | (D) Leadership Multiplier | Final Cash AIP Award (A)x(B)x(D) | | Christian Ulbrich | $3,000,000 | 140.6% | $4,218,000 | 110% | $4,639,800 | | Richard Bloxam | $1,880,000 | 140.6% | $2,643,280 | 100% | $2,643,280 | | Karen Brennan | $1,600,000 | 140.6% | $2,249,600 | 100% | $2,249,600 | | Neil Murray | $1,800,000 | 140.6% | $2,530,800 | 100% | $2,530,800 | | Mihir Shah | $1,920,000 | 140.6% | $2,699,520 | 100% | $2,699,520 |

  88. Determination of 2024 AIP awards

    Mr. Lerner underwent a termination of employment in October 2024, and as such, was not entitled to receive an AIP bonus for 2024. We provide additional information about the cash payments under the AIP to our NEOs below in the 2024 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.” 2024 GEB Long-Term Incentive Plan JLL has a long-term incentive plan for members of our GEB (GEB LTIP). The GEB LTIP is designed to align executives’ interests with the interests of our shareholders, align executives’ compensation with JLL’s enterprise performance, and reward performance against JLL’s long-term strategic goals. The GEB LTIP provides for annual awards of performance share units (PSUs) that cliff vest at the end of three years, subject to achievement of performance against predefined metrics. In addition, the GEB LTIP provides for annual awards of restricted stock units (RSUs) that cliff vest at the end of three years. In 2024, 60% of the target LTIP was granted in the form of PSUs while 40% was granted in the form of RSUs. The Compensation Committee establishes target GEB LTIP award amounts for each NEO based on extensive external and internal equity considerations. The number of PSUs achieved is calculated based on JLL’s results against three long-term metrics, with payouts ranging from 0% to 200% for each metric (as compared to 0% to 150% with respect to the 2023 awards). PSUs are settled in JLL common stock. RSUs are also settled in JLL common stock upon expiration of the time-based vesting schedule.

  89. Performance metrics

    Performance metrics In 2024, several changes were made to the GEB PSUs. To better reflect our operational performance, like the AIP, Adjusted EPS is now calculated excluding the impact of equity investments for JLL/T and LaSalle. For the 2024-2026 performance cycle, the Compensation Committee established Adjusted EPS goals for 2024 at the beginning of 2024 and will set 2025 and 2026 Adjusted EPS goals at the beginning of each respective year hereafter. Following the completion of each fiscal year, the Compensation Committee will determine the payout percentage that was attained for such year and following the completion of the third fiscal year, the Compensation Committee will determine the average payout for the three-year period which shall represent 75% of the performance weighting. In deciding to measure Adjusted EPS against annual targets within each three-year performance cycle, the Compensation Committee considered the difficulty in establishing appropriate long-term performance measures for the Company given the inherent cyclicality in our industry as well as the pronounced effects of macroeconomic factors such as rapidly changing interest rates on our transactional business. Additionally, as the metric is better measured over a longer period, Free Cash Flow Conversion (with a weighting of 25%) is used as a GEB LTIP metric with three-year goals established at the time of the initial grant. Finally, Relative TSR under the 2024 GEB LTIP program will act as a modifier that can result in a positive or negative 20% adjustment to the Adjusted EPS and Free Cash Flow Conversion results if relative TSR results are an outlier to the peer group (rather than comprising a standalone performance measure, as in prior years). Regardless of the Company’s percentile rank, if the Company’s TSR over the Performance Period is negative, then no positive modification shall be applied. The maximum payout under the GEB PSUs is 200% inclusive of the Relative TSR modifier. The following table describes our long-term performance metrics and explains how they align with shareholders’ interests.

  90. Performance metrics

    | 52 | 2025 Proxy Statement |

  91. Performance metrics

    | Performance Measures | What is It? | When is it assessed? | Why do we use it? | | Adjusted EPS | PSU Adjusted Net Income(1) divided by the weighted average number of shares of common stock outstanding, plus the effect of dilutive potential common shares. | Goals set at the beginning of each year in the period and evaluated at the end of the year. At the completion of the third fiscal year, performance for full three-year period will be determined based on the average results of the three 1-year periods. | Reduces challenges forecasting within cyclicality of our industry. | | Free Cash Flow Conversion Ratio | Free Cash Flow divided by PSU Adjusted Net Income(1), where Free Cash Flow is Cash from Operations less Distributions of Earnings from Investments less Capex. | After three years for cumulative performance. | Effectively measures operational efficiency. | | Relative TSR | JLL’s TSR is ranked versus the companies in the S&P 500. The beginning share price for the performance period is the average closing price of JLL’s common stock for the final 20 trading days of the calendar year that precedes the start of the performance period, and the final share price for performance period is the average closing price of JLL’s common stock for the final 20 trading days of such performance period. | After three years for cumulative performance. | Aligns compensation to delivering shareholder value. |

  92. Performance metrics

    (1)GAAP Net Income adjusted to exclude restructuring and acquisition charges, net non-cash MSR and mortgage banking derivative activity, amortization of acquisition-related intangibles (Excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders), net (gain) loss on dispositions, interest on employee loans net of forgiveness, Investment Management and Software and Technology Solutions equity earnings (losses), Credit losses and convertible note investments, tax impact of adjusted items and other non-recurring or extraordinary events as determined by the Administrator in good faith. For the Adjusted EPS and Free Cash Flow Conversion performance metrics, the Compensation Committee sets a threshold, target, and maximum goal, each with an associated payout. We do not disclose details regarding our Adjusted EPS and Free Cash Flow Conversion goals for competitive reasons until the performance period is complete , but the goals are meant to be challenging but attainable with superior effort. The payouts for achievement of our goals are shown below.

  93. Performance metrics

    | Adjusted EPS and Free Cash Flow Conversion Achievement | Payout (as a % of target)* | | Threshold (70% of target) | 50% | | Target | 100% | | Maximum (130% of target) | 200% |

  94. Performance metrics

    * Straight-line interpolation for results between goals.

  95. Performance metrics

    | Adjusted EPS 2024 Performance | Annual Payout Percentage Based on Achievement Against Adjusted EPS Target* | | Threshold (70% of target) | $8.19 | | Target | $11.70 | | Maximum (130% of target) | $15.21 | | Actual | $14.01 | | Payout | 165.8% |

  96. Performance metrics

    * Only the Adjusted EPS performance goals for the 2024 fiscal year were approved at the time the PSUs were awarded in 2024. Adjusted EPS as presented is a non-GAAP financial measures used by the Compensation Committee in determining executive compensation. See Annex A, for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

  97. Performance metrics

    | 2025 Proxy Statement | 53 |

  98. Performance metrics

    The Relative TSR metric will modify the pay out based on our TSR ranking within the S&P 500 Index, as follows:

  99. Performance metrics

    | TSR Percentile Rank in the S&P 500 | Adjustment for TSR | | Below the 25th | 80% | | Above the 75th (1) | 120% |

  100. Performance metrics

    (1)Regardless of the Company’s percentile rank, if the Company’s TSR over the Performance Period is negative, then no positive modification shall be applied.

  101. Determination of 2024 GEB LTIP grants

    Determination of 2024 GEB LTIP grants The table below represents the grant date fair market value of target PSUs and RSUs awarded in 2024.

  102. Determination of 2024 GEB LTIP grants

    | | Adjusted EPS (75% weighting) (#) | FCF Conv. Ratio (25% weighting) (#) | Total PSUs Granted (#) | Total RSUs Granted (#) | Total Target Grant Value(1) | | Christian Ulbrich | 35,691 | 11,898 | 47,589 | 31,726 | $14,950,000 | | Richard Bloxam | 8,752 | 2,918 | 11,670 | 7,780 | $3,666,000 | | Karen Brennan | 7,449 | 2,483 | 9,932 | 6,621 | $3,120,000 | | Neil Murray | 8,379 | 2,794 | 11,173 | 7,449 | $3,510,000 | | Mihir Shah(2) | 8,938 | 2,980 | 11,918 | 26,570 | $8,744,000 | | Yishai Lerner | 8,938 | 2,980 | 11,918 | 7,945 | $3,744,000 |

  103. Determination of 2024 GEB LTIP grants

    (1)Target grant values were translated into a number of RSUs and PSUs using the average NYSE closing price for the twenty (20) trading days ending 6 days preceding the grant date. (2)In addition to his annual RSU and PSU awards, Mr. Shah received RSU awards in December 2024 to drive retention and ensure stability within the JLLT leadership team following the departure of Co-CEO, JLL Technologies.

  104. Target Values versus Accounting Values

    Target Values versus Accounting Values Because of the accounting rules governing preparation of the Summary Compensation Table on page 57, the grant date value for RSUs and PSUs awarded in 2024 as reported in the Summary Compensation Table are different than the target award values set forth in the table above. With respect to RSUs, the values reflected in the Summary Compensation Table are computed as the product of the number of RSUs awarded multiplied by the closing stock price on the date of grant. As described above with respect to PSUs, at the beginning of each year of the PSUs' three-year performance period, the compensation committee establishes adjusted EPS performance levels for such year. Under the applicable accounting rules, the Summary Compensation Table only reflects the value of grants made during the year for which applicable performance goals have been set. Only the adjusted EPS performance goals for the 2024 fiscal year were approved at the time the PSUs were awarded in 2024. As a result, for the 2024 PSUs, the Summary Compensation Table does not include the value of the PSUs based on the annual adjusted EPS goals for fiscal 2025 or fiscal 2026. Such amounts will be included as equity compensation in the Summary Compensation Table for fiscal 2025 and fiscal 2026, respectively, when the adjusted EPS goals are established. The target grant values set forth in the table above reflect the value of the entire 2024 PSUs, without regard for when the performance goals are established.

  105. GEB LTIP 2022-2024 PSU award results

    GEB LTIP 2022-2024 PSU award results In April 2022, the Compensation Committee established the following metrics, targets and weights for the 2022-2024 PSUs issued under the GEB LTIP. On February 27, 2025, the Compensation Committee determined if the Company met or exceeded one of the specific thresholds as shown below for the three-year performance period ended December 31, 2024, ultimately certifying total percentage payout of 19.2% of target, and the shares deliverable under the 2022-2024 PSUs vested as of March 31, 2025.

  106. GEB LTIP 2022-2024 PSU award results

    | | Metric Criteria | | | | 2022-2024 Actual Achievement | Metric Payout | | | Threshold | Target | Maximum | Weight | | | | U.S. GAAP Diluted EPS | $46.37 per share | $66.24 per share | $86.11 per share | 75% | $29.24 | —% | | Relative TSR | 25th percentile | 50th percentile | 75th percentile | 25% | 38th percentile | 76.8% | | Aggregate Weighted Payout: | | | | | | 19.2% |

  107. GEB LTIP 2022-2024 PSU award results

    | 54 | 2025 Proxy Statement |

  108. GEB LTIP 2022-2024 PSU award results

    The amounts earned by our NEOs are reflected in the table below and were delivered in the first quarter of 2025. In addition, Mr. Shah forfeited 25,467 Milestone PSUs that did not achieve threshold performance.

  109. GEB LTIP 2022-2024 PSU award results

    | | 2022-2024 PSUs Awarded | Performance Payout | Shares Vesting | | Christian Ulbrich | 28,432 | 19.2% | 5,458 | | Richard Bloxam | 7,873 | 19.2% | 1,511 | | Karen Brennan | 6,561 | 19.2% | 1,259 | | Neil Murray | 7,873 | 19.2% | 1,511 | | Mihir Shah | 8,398 | 19.2% | 1,612 |

  110. GEB LTIP 2022-2024 PSU award results

    Severance arrangements for NEOs

  111. Severance Pay Plan

    Severance Pay Plan We currently maintain a Severance Pay Plan for full-time employees in the U.S., including executive officers. To be eligible to receive benefits under the Severance Pay Plan, an employee must be involuntarily terminated from employment under specified circumstances and also must meet certain other conditions. Benefits under the Severance Pay Plan include: •base severance equal to one-half month of base pay in effect at the time of the employment termination, and • enhanced severance if the employee executes a severance agreement and general release. Enhanced severance is (i) a multiple of base pay that varies with the circumstances of termination and is otherwise based on an employee’s position level and length of service, (ii) reimbursement for certain health care insurance costs, and (iii) outplacement for professional employees. The maximum benefit available under the Severance Pay Plan is fifteen months of base pay. For employees terminated after June 30 of any given year and before annual incentives are paid for that year, enhanced severance also includes an eligibility for pro-rated annual incentive payment, calculated based on the employee’s target annual incentive for the year of termination, subject to JLL’s then-existing practice of determining annual incentive payments. Under a provision of the Severance Pay Plan that we specifically established to cover members of our GEB, each of the NEOs would be eligible (regardless of length of service or location) to receive a minimum of twelve months of base salary, plus an amount equal to the individual’s target annual incentive for the year of termination, as enhanced severance if that executive’s employment is involuntarily terminated by JLL without cause. To the extent applicable, a GEB participant who is also eligible to receive severance payments under any other plan, program or arrangement provided to employees in countries other than the U.S. may elect whether to receive payments under such other arrangement rather than the Severance Pay Plan, but may not receive payments under both. In any event, the maximum benefit under the Severance Pay Plan remains at fifteen months (excluding potential for a prorated share under the annual incentive plan based on the individual’s exit date) if a participant has sufficient tenure to exceed the twelve-month minimum. The potential severance benefits we make available to our NEOs are designed to help us retain them as we compete for talented employees in a marketplace for global talent where similar (if not often greater) protections are commonly offered. We intend for severance benefits to ease an employee’s transition due to an unexpected employment termination. We do not provide any tax gross-ups on severance payments under any circumstances. In connection with his separation, Mr. Lerner received benefits under the Company’s Severance Plan with the details discussed further in the section titled “Termination and change in control payments.”

  112. Change in control benefits

    Change in control benefits On March 3, 2021, or upon being named a GEB member, each of our GEB members entered into a form of change in control agreement. The agreement provides for payment of severance and other benefits to members of the GEB if their employment is terminated either without cause or for good reason (as defined in the agreement) during the 24-months following a change in control, subject to the GEB member’s execution and non-revocation of a general release of claims in favor of the Company. The agreement provides for the following payments and benefits to a GEB member: •A lump-sum payment of their annual base pay times the multiplier applicable to such executive (which is 3.0 for Mr. Ulbrich and 1.5 for all other GEB members); •A lump-sum payment equivalent to their annual target bonus for the year of termination times the multiplier applicable to such executive (which is 3.0 for Mr. Ulbrich and 1.5 for all other GEB members); •A lump-sum payment of their pro rata bonus, at target, calculated from the January 1 through their last day of employment with the Company in a Plan Year; and •Accelerated vesting of all outstanding stock-based awards issued under the Company’s applicable stock award incentive plan. We do not provide any tax gross-ups on change in control benefits under any circumstances. We believe these change in control severance benefits will encourage our executives to remain focused on JLL’s business in the event of rumored or actual fundamental corporate changes.

  113. Change in control benefits

    | 2025 Proxy Statement | 55 |

  114. Change in control benefits

    Compensation Committee report

  115. The Compensation Committee

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Christian Ulbrich Chief Executive Officer and President | 2024 | $1,000,000 | $— | $11,318,753 | $— | $4,639,800 | $34,500 | $16,993,053 | | | 2023 | $1,032,158 | $— | $8,688,178 | $— | $2,286,000 | $35,047 | $12,041,383 | | | 2022 | $889,121 | $— | $9,741,059 | $— | $1,375,440 | $50,147 | $12,055,767 | | Richard Bloxam Chief Executive Officer, Capital Markets | 2024 | $616,092 | $— | $2,775,612 | $— | $2,643,280 | $32,609 | $6,067,593 | | Karen Brennan Chief Financial Officer | 2024 | $600,000 | $— | $2,362,177 | $— | $2,507,131 | $16,196 | $5,485,504 | | | 2023 | $500,000 | $— | $2,004,980 | $— | $1,677,581 | $170,995 | $4,353,555 | | | 2022 | $500,000 | $— | $2,247,954 | $— | $1,343,189 | $87,162 | $4,178,305 | | Neil Murray Chief Executive Officer, Real Estate Management Services | 2024 | $600,000 | $— | $2,657,577 | $— | $2,530,800 | $10,091 | $5,798,467 | | | 2023 | $500,000 | $— | $2,406,025 | $— | $1,645,920 | $— | $4,551,945 | | Mihir Shah Chief Executive Officer, JLL Technologies | 2024 | $600,000 | $— | $7,837,951 | $— | $2,699,520 | $14,386 | $11,151,857 | | | 2023 | $500,000 | $— | $2,566,419 | $— | $1,463,040 | $13,708 | $4,543,166 | | | 2022 | $500,000 | $— | $2,877,143 | $— | $880,282 | $12,651 | $4,270,076 | | Yishai Lerner Former Co-CEO, JLL Technologies | 2024 | $455,385 | $— | $7,391,764(5) | $— | $— | $4,044,640 | $11,891,789 | | | 2023 | $500,000 | $— | $2,566,419 | $— | $1,463,040 | $13,708 | $4,543,166 | | | 2022 | $500,000 | $— | $2,877,143 | $— | $880,282 | $12,651 | $4,270,076 |

  116. Pay ratio

    Pay ratio After identifying the median employee, we calculated the median employee’s 2024 compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (including personal benefits that aggregated less than $10,000). We used the same methodology to calculate the compensation of our Chief Executive Officer. Using these calculations, our CEO received $16,993,053 and our median employee received approximately $56,031 in compensation in 2024. The pay ratio is 303:1. We used reasonable estimates, assumptions, and methodologies to identify the median employee and calculate the pay ratio presented. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, the above disclosure may not be comparable to the pay ratio disclosure provided by other companies. Pay versus performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as defined in Item 402(v)) and performance.

  117. Pay ratio

    | | Summary Compensation Table (SCT) Total for CEO(2) (b) | Compensation Actually Paid (CAP) for CEO(2) (c) | Avg. SCT Total for Other NEOs(3) (d) | Avg. CAP to Other NEOs(3) (e) | Value of Initial Fixed $100 Investment Based on(1) | | | | | Year (a) | | | | | TSR (f) | Peer Group TSR(4) (g) | Net Income(5) (h) | AIP Adjusted EBITDA(6) (i) | | 2024 | $16,993,053 | $32,379,792 | $8,079,042 | $9,772,662 | $145.41 | $194.42 | $547 | $1,186 | | 2023 | $12,041,383 | $10,615,571 | $4,498,085 | $3,656,659 | $108.45 | $141.85 | $225 | $913 | | 2022 | $12,055,766 | ($7,762,831) | $4,314,685 | ($4,756,923) | $91.54 | $116.41 | $655 | $1,175 | | 2021 | $12,856,819 | $33,148,609 | $8,187,795 | $16,619,834 | $154.71 | $168.68 | $962 | $1,228 | | 2020 | $8,282,033 | $6,272,873 | $4,981,037 | $3,770,266 | $85.23 | $98.15 | $403 | $714 |

  118. Pay ratio

    (1)Pursuant to the rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. (2)The CEO for each of the fiscal years is Mr. Ulbrich. For 2024, our other NEOs include Ms. Brennan and Messrs. Bloxam, Lerner, Murray and Shah. For 2023, our other NEOs include Ms. Brennan and Messrs. Lerner, Murray and Shah. For 2022 and 2021, our other NEOs include Ms. Brennan and Messrs. O’Brien, Lerner and Shah. For 2020, our other NEOs include Mses. Stephanie Plaines and Patricia Maxson and Messrs. O’Brien, Lerner, Shah, and Jeff Jacobson. (3)The following adjustments relating to equity awards were made to total compensation for each year to determine compensation actually paid:

  119. Pay ratio

    | 2025 Proxy Statement | 69 |

  120. Analysis of the information presented in the pay versus performance table

    Analysis of the information presented in the pay versus performance table

  121. Analysis of the information presented in the pay versus performance table

    | | CEO CAP | | NEO CAP | | JLL TSR | | Peer Group TSR |

  122. Analysis of the information presented in the pay versus performance table

    | | CEO CAP | | NEO CAP | | Net Income | | AIP Adjusted EBITDA |

  123. Analysis of the information presented in the pay versus performance table

    The tables above demonstrate that over the measurement period, CAP for the CEO and NEOs trended directionally with the Company’s cumulative TSR, net income, and the Company Selected Measure (AIP Adjusted EBITDA). These changes are largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has slightly underperformed against the peer group.