DEF 14A of Invesco Ltd., Mar 28, 2024

DEF 14A of Invesco Ltd.

Filed Mar 28, 2024 · FY20230001193125-24-080494

Open on EDGAR

  1. Frequently requested information

    | Board diversity | 9 | Clawback policy | 72 | | Board oversight | 25 | Pay vs. performance | 84 | | Board skills and matrix | 10 | Stock ownership guidelines for NEOs | 71 | | Stock ownership guidelines for NEDs | 20 | | |

  2. Director nominees highlights

    Director nominees highlights

  3. Director nominees highlights

    | Average director nominee tenure on the Board 5 YEARS Average director nominee age 63 YEARS Number of new directors in the last three years 4 three of which increased Board diversity | Director nominees composition | | | | Director nominees tenure on the Board | Director nominees independence |

  4. Qualifications, skills and experience of director nominees

    Qualifications, skills and experience of director nominees Our Board strives to maintain a well-rounded Board and recognizes the value of industry experience and institutional knowledge as well as new ideas and perspectives. We consider candidates with diverse capabilities across a broad range of experiences, including one or more of those listed below. A box in the chart below indicates the director has meaningful expertise in the subject area on which the Board relies.

  5. Qualifications, skills and experience of director nominees

    | Experience | | | | | | | | | | | | | | | Public company executive: Experience in the oversight of strategy, planning, management, operations, compensation and corporate governance. | | | ● | | ● | ● | | ● | ● | ● | ● | | | Executive strategy and execution: Experience developing and executing a strategic direction for a company or business division of a company. | | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | | Industry experience: In-depth knowledge of the financial services industry or asset management. | ● | ● | ● | ● | ● | ● | | | | | | | | International experience: Experience in global economies and trade and/or international business strategy and operations relevant to the company’s global business. | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | | Accounting and financial reporting: Experience in the oversight of financial reporting and internal controls of financial and operating results. | | | ● | | | | | | ● | | ● | | | Technology: Experience in the development and adoption of new technologies or the management of information security or cybersecurity risks of companies. | | | | | ● | | | ● | | ● | ● | | | Marketing and client focus: Expertise in brand development, marketing and sales, including the development of products and services to enhance the client experience. | | ● | ● | ● | ● | ● | | | ● | ● | | | | Regulatory - government and legal: Substantive experience in managing government, legal and/or regulatory affairs. | ● | ● | ● | ● | | ● | ● | | ● | ● | | | Other public company boards | | – | 2 | 1 | 1 | – | – | 1 | 1 | 2 | 1 | 3 |

  6. Qualifications, skills and experience of director nominees

    Board of Directors

  7. Nominee biographies

    Nominee biographies

  8. Nominee biographies

    | Sarah E. Beshar Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance (Chair) Qualifications: • Industry experience • International experience • Regulatory-government and legal | Sarah E. Beshar Age: 65 Tenure: 7 years | | | Sarah Beshar has served as a non-executive director of our company since 2017 and has been an attorney with Davis Polk & Wardwell LLP for over 30 years. She joined the firm in 1986 and was named a partner in the corporate department in 1994. During more than three decades as a corporate lawyer, Ms. Beshar has advised Fortune 500 companies on an array of legal and governance issues. She also served in a number of management roles at the firm, including as the lead partner of one of the firm’s largest financial services clients from 2008 to 2015. She presently serves as Senior Counsel at the firm. | | | Ms. Beshar is a member of the corporate Board of Lincoln Center, a conservation fellow of the Whitney Museum and a trustee of the Episcopal Charities (New York). In 2018, she was appointed a Director of the Board of the U.S. Asia Center, Australia’s preeminent foreign policy and trade think tank and in 2020, she was appointed a director of the American Australian Association, a privately funded organization dedicated to cooperation between the U.S. and Australia. Ms. Beshar is also a member of the Board of the Atlantic Council. Ms. Beshar graduated from the University of Western Australia with a B.A. in Law and Jurisprudence in 1981 and graduated from Oxford University with a Bachelor of Civil Law degree from Magdalen College in 1984. She was awarded an Honorary Doctorate in Law from the University of Western Australia. | | | Director qualifications | | | • Relevant global industry experience: As a member of her firm’s capital markets practice, as an advisor to some of the largest global companies, and with significant experience in the development of new financial products, Ms. Beshar has broad exposure and experience to the issues in our industry. | | | • Legal and regulatory expertise: Ms. Beshar has over three decades of experience as a corporate lawyer and strategic advisor on the legal issues facing large financial services companies such as Invesco. Ms. Beshar has significant experience in U.S. and global capital markets transactions, as well as securities, compliance, and corporate governance issues. In addition, Ms. Beshar led large teams at Davis Polk advising global financial institutions on complex investment products for both retail and institutional investors. The breadth of Ms. Beshar’s background is particularly helpful to the Board of Directors of Invesco as it assesses the legal and strategic ramifications of key business priorities and initiatives. |

  9. Nominee biographies

    | Thomas M. Finke Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Executive strategy and execution • Industry experience • International experience • Marketing and client focus • Regulatory - government and legal | Thomas M. Finke Age: 60 Tenure: 4 years | | | Mr. Finke has served as a non-executive director of our company since 2020. Mr. Finke served as Chairman and Chief Executive Officer of Barings from 2016 through 2020 when he retired. He joined Barings predecessor Babson Capital Management in 2002 when Babson acquired First Union Institutional Debt Management. Mr. Finke was appointed Chairman and CEO of Babson Capital in 2008, and also served as Executive Vice President and Chief Investment Officer of Massachusetts Mutual Life Insurance Company from 2008 until 2011. Mr. Finke is a director of the National Math and Science Initiative and a Trustee of Davidson College. Mr. Finke served as a director of the Barings Funds Trusts, Barings Global Short Duration Fund and Barings Business Development Corp. He earned an M.B.A. from Duke University’s Fuqua School of Business and a bachelor’s degree from the University of Virginia’s McIntire School of Commerce. | | | Director qualifications | | | • Executive leadership: Mr. Finke ’s service as Chairman and CEO of Barings, an international investment management firm with over $300 billion of assets under management, and his other executive positions throughout his career provide Mr. Finke with an astute understanding of the skills needed for exemplary leadership and management that will benefit our Board. | | | • Industry experience: For more than 30 years, Mr. Finke’s financial career has included roles in both the banking and investment management industries providing him with an extensive knowledge of the investment management industry. | | | • Public company board experience: Mr. Finke is a director of Alliance Entertainment Holding Corporation (audit, compensation and nominating and corporate governance (Chair) committees) and Executive Chair of the Board of Aimia Inc. | | Thomas P. Gibbons Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • Industry experience • International experience • Accounting and financial reporting • Marketing and client focus • Regulatory-government and legal | Thomas P. Gibbons Age: 67 Tenure: 1 year | | | Thomas (“Todd”) P. Gibbons has served as a non-executive director since April 2023. He served as Chief Executive Officer of BNY Mellon (“BNYM”) and as a management director of BNYM from 2019 to 2022. Prior to becoming Chief Executive Officer, he served as Vice Chairman and CEO of Clearing, Markets and Client Management from 2017 to 2019. Mr. Gibbons also served from 2008 through 2017 as BNYM’s Chief Financial Officer. During his career at BNYM, Mr. Gibbons held leadership roles across risk, finance and client management, including serving as Chief Risk Officer for nearly a decade prior to 2008. Mr. Gibbons served as a director of PHH Corporation, a financial services company, from 2011 until 2017. Mr. Gibbons serves on the board of the Institute of International Finance, the board of trustees of Pace University and on the advisory board of Wake Forest University’s Business School. He received an M.B.A. from Pace University and a B.S. in Business Administration from Wake Forest University. Director qualifications • Executive leadership, relevant industry experience: Mr. Gibbons is a financial services executive with extensive experience in banking, finance, risk management, client management and financial regulation. • Public company board experience: Mr. Gibbons has served as a director of Ally Financial, Inc. since August 2023. |

  10. Nominee biographies

    | William F. Glavin, Jr. Non-executive director Committees: • Audit • Compensation (Chair) • Nomination and Corporate Governance Qualifications: • Executive strategy and execution • Industry experience • International experience • Marketing and client focus • Regulatory-government and legal | William F. Glavin, Jr. | Age: 65 | Tenure: 5 years | | | William (“Bill”) F. Glavin, Jr. has served as a non-executive director of our company since 2019 and is nominated pursuant to the MassMutual Shareholder Agreement described on pages 32-34. Mr. Glavin served as Vice Chairman of MM Asset Management Holding LLC from 2015 until his retirement in 2017. Previously, Mr. Glavin served as Chair of OppenheimerFunds Inc., (“OppenheimerFunds”), from 2009 to 2015, as Chief Executive Officer from 2009 to 2014, and as President from 2009 to 2013. Prior to joining OppenheimerFunds, Mr. Glavin held several senior executive positions at MassMutual Financial Group, including Co-Chief Operating Officer from 2007 to 2008 and Executive Vice President, U.S. Insurance Group from 2006 to 2008. He served as President and Chief Executive Officer of Babson Capital Management LLC (“Babson”), now known as Barings, LLC, a wholly owned indirect subsidiary of MassMutual, from 2005 to 2006, and Chief Operating Officer of Babson from 2003 to 2005. Prior to joining MassMutual, Mr. Glavin was President and Chief Operating Officer of Scudder Investments from 2000 to 2003. Mr. Glavin held senior positions at the Dreyfus Corporation, the Boston Company, State Street Bank and Trust Company, and Procter & Gamble. Mr. Glavin earned a B.A. from the College of the Holy Cross. Director qualifications • Executive leadership, relevant industry experience: Mr. Glavin served five years as Chief Executive Officer of OppenheimerFunds and has over 20 years of experience in the asset-management industry. • Global business experience: Mr. Glavin’s experience as an executive of OppenheimerFunds and MassMutual has provided him with a global perspective that benefits our Board and our Management. • Public company board experience: Mr. Glavin serves as a member of the Board of Directors of LPL Financial Holdings Inc. (compensation and nominating and corporate governance committees). | | | | Elizabeth S. Johnson Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • Industry experience • International experience • Technology • Marketing and client focus | Elizabeth S. Johnson | Age: 52 | Tenure: 1 year | | | Elizabeth S. Johnson has served as a non-executive director of our company since February 2023. Ms. Johnson has served as Chief Experience Officer of Citizens Financial Group, Inc. (“Citizens Financial”) since 2020 and as Vice Chair since April 2023. From 2015 to 2020, she served as the Chief Marketing Officer and Head of Virtual Channels of Citizens Financial. Prior to joining Citizens Financial, Ms. Johnson worked at Bain and Company, Inc. for 15 years. She serves on the Mass Fintech Hub Advisory Board and on the Board of The Home for Little Wanderers. Ms. Johnson received a B.A. in Economics and Mathematical Methods in Social Sciences from Northwestern University and an M.B.A. from Stanford University Graduate School of Business. Director qualifications • Industry experience and client focus: Ms. Johnson is a financial services executive with extensive global experience in data and analytics, digital transformation, marketing and client-focused strategy, including growth, engagement and profitability in retail banking, payments and asset and wealth management. | | |

  11. Nominee biographies

    | Andrew R. Schlossberg President and Chief Executive Officer Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • Industry experience • International experience • Marketing and client focus • Regulatory - government and legal | Andrew R. Schlossberg | Age: 50 | Tenure: 1 year(1) | | | Andrew Schlossberg has served as President and Chief Executive Officer of the company and a member of the Board since June 2023. Previously, he was Senior Managing Director and Head of the Americas from 2019 to June 2023 and was Senior Managing Director and Head of EMEA (which includes the U.K., continental Europe and the Middle East) from 2016 to 2019. Mr. Schlossberg joined Invesco in 2001 and has served in multiple leadership roles across the company, including his previous position as Head of U.S. Retail Distribution and global exchange-traded funds. He has also served as U.S. Chief Marketing Officer, Head of Global Corporate Development, and in leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions. Mr. Schlossberg currently serves on the Board of Governors and the Executive Committee of the Investment Company Institute. Prior to joining Invesco, Mr. Schlossberg worked with Citigroup Asset Management and its predecessors from 1996 to 2000. He earned a B.S. in finance and international business from the University of Delaware and an M.B.A. from the Kellogg School of Management at Northwestern University. Director qualifications • Executive leadership, industry experience: Mr. Schlossberg has worked over 25 years in the asset management industry, including serving in leadership roles across numerous aspects of Invesco and in the United States, Europe and the Middle East. 1. Mr. Schlossberg has served on the Board since June 2023 and has been with Invesco for 23 years. | | | | Sir Nigel Sheinwald Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • International experience • Regulatory-government and legal | Sir Nigel Sheinwald | Age: 70 | Tenure: 9 years | | | Sir Nigel Sheinwald has served as a non-executive director of our company since 2015. Sir Nigel was a senior British diplomat who served as British Ambassador to the United States from 2007 to 2012, before retiring from Her Majesty’s Diplomatic Service. Previously, he served as Foreign Policy and Defence Adviser to the Prime Minister from 2003 to 2007 and as British Ambassador and Permanent Representative to the European Union in Brussels from 2000 to 2003. Sir Nigel joined the Diplomatic Service in 1976 and served in Brussels, Washington, Moscow, and in a wide range of policy roles in London. From 2014 to 2015, Sir Nigel served as the Prime Minister’s Special Envoy on intelligence and law enforcement data sharing. Sir Nigel also serves as a senior advisor to the Universal Music Group. He is the Chair of the Royal Institute of International Affairs (Chatham House) and a visiting professor at King’s College, London. In addition, Sir Nigel serves on the Advisory Boards of BritishAmerican Business and the Centre for European Reform. He is an Honorary Bencher of the Middle Temple, one of London’s legal inns of court. Sir Nigel received his M.A. degree from Balliol College, University of Oxford, where he is now an Honorary Fellow. Director qualifications • Global and governmental experience, executive leadership: Sir Nigel brings unique global and governmental perspectives to the Board’s deliberations through his more than 35 years of service in Her Majesty’s Diplomatic Service. His extensive experience leading key international negotiations and policy initiatives, advising senior members of government and working closely with international businesses positions him well to counsel our Board and senior management on a wide range of issues facing Invesco. In particular, Sir Nigel’s experience in the British government is a valuable resource for advising the Board with respect to the challenges and opportunities relating to regulatory affairs and government relations. • Public company board experience: Sir Nigel currently serves as a director of Oxford Instruments plc (sustainability committee (Chair), nomination, remuneration and audit and risk committees) and previously served on the Board of Directors of Royal Dutch Shell plc from 2012 to 2021. | | |

  12. Nominee biographies

    | Paula C. Tolliver Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • International experience • Technology | Paula C. Tolliver | Age: 59 | Tenure: 3 years | | | Paula C. Tolliver has served as a non-executive director of our company since 2021. She is the founder and principal of TechEdge, a consulting firm specializing in advising executive leadership on information technology strategies since 2020. Ms. Tolliver previously served as Corporate Vice President and Chief Information Officer at Intel Corporation, a technology company, from 2016 to 2019. Prior to joining Intel, Ms. Tolliver served as Corporate Vice President of Business Services and Chief Information Officer at The Dow Chemical Company (a wholly owned subsidiary of Dow, Inc.) from 2012 to 2016. Ms. Tolliver also led a services business for Dow Chemical, in addition to holding a variety of other roles in her 20 plus years with the company. Further, she is a director of Syniti, a private company and currently serves on its technology committee. Ms. Tolliver earned a bachelor’s degree in Business Information Systems from Ohio University. Director qualifications • Executive Leadership/Technical: Ms. Tolliver has significant experience and expertise in the areas of information technology and innovation. In particular, she has expertise in driving business growth, digital transformation, advanced analytics, cybersecurity and operational excellence. • Public company board experience: Ms. Tolliver has served as a director of C.H. Robinson Worldwide, Inc. (audit and capital allocation committees) since 2018. | | | | G. Richard Wagoner, Jr. Chair of the Board Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • International experience • Accounting and financial reporting • Marketing and client focus • Regulatory-government and legal | G. Richard Wagoner, Jr. | Age: 71 | Tenure: 11 years | | | G. Richard (“Rick”) Wagoner, Jr. has served as Chair of our company since 2019 and as a non-executive director of our company since 2013. Mr. Wagoner served as Chairman and Chief Executive Officer of General Motors Corporation (“GM”) from 2003 through 2009 and served as President and Chief Executive Officer from 2000 to 2009. Prior positions held at GM during his 32-year career with that company include President and Chief Operating Officer, Executive Vice President and President of North American Operations, Executive Vice President, Chief Financial Officer and Head of Worldwide Purchasing, and President and Managing Director of General Motors do Brasil. Mr. Wagoner is the non-executive chair of the Board of Directors of Excelitas Technologies, a privately-held company. In addition, he advises several financial firms, start-ups and early-stage ventures. Mr. Wagoner is a member of the Duke University’s Health System Board of Directors and chair of the Duke Kunshan University Advisory Board. He is a Trustee Emeritus of Duke University and served on the Virginia Commonwealth University Board of Visitors. In addition, he is an honorary member of the mayor of Shanghai, China’s International Business Leaders Advisory Council and the Catalyst Board of Directors. Mr. Wagoner received his B.A. from Duke University and his M.B.A. from Harvard University. Director qualifications • Executive leadership, global business experience: Mr. Wagoner brings to the Board valuable business, leadership and management insights into strategic direction and international operations gained from his 32-year career with GM. • Accounting and financial reporting expertise: Mr. Wagoner also brings significant experience in public company financial reporting and corporate governance matters gained through his service with other public companies. He has been designated as one of our audit committee’s financial experts, as defined under the rules of the SEC. • Public company board experience: Mr. Wagoner has served on the Board of Graham Holdings Company (audit committee)since 2010 and on the Board of Charge Point Holdings, Inc. (audit committee) since 2017. | | |

  13. Nominee biographies

    | Christopher C. Womack Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • Technology • Marketing and client focus • Regulatory-government and legal | Christopher C. Womack | Age: 66 | Tenure: 3 years | | | Christopher C. Womack has served as a non-executive director of our company since 2021 and is the Chairman, President and CEO of Southern Company. Prior to being named to his current role in 2023, he served as the Chairman, President and CEO of Georgia Power Company, a subsidiary of Southern Company, from 2021 to 2023 and served as Executive Vice President and President of External Affairs for Southern Company where he led overall external positioning and branding efforts prior to 2021. Mr. Womack joined Southern Company in 1988 and has held several leadership positions within Southern Company and its subsidiaries. He has served as Executive Vice President of External Affairs at Georgia Power Company and Senior Vice President and Senior Production Officer of Southern Company Generation, where he was responsible for coal, gas, and hydro generation for Georgia Power Company and Savannah Electric. He also served as Senior Vice President of Human Resources and Chief People Officer at Southern Company, as well as Senior Vice President of Public Relations and Corporate Services at Alabama Power Company. Prior to joining Southern Company, Mr. Womack worked for the U.S. House of Representatives for then- Congressman Leon E. Panetta. He holds a bachelor’s degree from Western Michigan University and a master’s degree from The American University. Director qualifications • Executive leadership: In addition to his extensive leadership experience at The Southern Company, he is past Chair of the Board of the East Lake Foundation and is on the national Board of The First Tee. Mr. Womack also serves on the Georgia Ports Authority Board. • Public company board experience: Mr. Womack is also a director of Southern Company. | | | | Phoebe A. Wood Non-executive director Committees: • Audit (Chair) • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • International experience • Accounting and financial reporting • Technology | Phoebe A. Wood | Age: 70 | Tenure: 14 years | | | Phoebe Wood has served as a non-executive director of our company since 2010. She is currently a principal at CompaniesWood where she advises and invests in start-up companies and early-stage ventures. She served as Vice Chairman, Chief Financial Officer and in other capacities at Brown-Forman Corporation from 2001 until her retirement in 2008. Prior to Brown-Forman, Ms. Wood was Vice President, Chief Financial Officer and a director of Propel Corporation (a subsidiary of Motorola) from 2000 to 2001. Previously, Ms. Wood served in various capacities during her tenure at Atlantic Richfield Company (ARCO) from 1976 to 2000. Ms. Wood currently serves as Chair of the Board of Trustees for the American Printing House for the Blind and is a Trustee of The Gheens Foundation. She is a Trustee Emerita of Smith College and served on the Board of Trustees of the University of Louisville and Pitzer College. Ms. Wood received her A.B. degree from Smith College and her M.B.A. from the University of California Los Angeles. Director qualifications • Executive leadership, global business experience: Ms. Wood has extensive experience as both a director and a member of senior financial management of public companies in a variety of industries. • Accounting and financial reporting expertise: Ms. Wood has significant accounting, financial and business expertise, which is valuable to our directors’ mix of skills, and she has been designated as one of our audit committee’s financial experts, as defined under the rules of the SEC. • Public company board experience: Ms. Wood serves on the following Boards: Leggett & Platt, Incorporated (audit (Chair) and nominating, governance and sustainability committees), Pioneer Natural Resources Company (audit, nominating and corporate governance (Chair) and sustainability and climate oversight committees) and PPL Corporation (people and compensation, executive and governance, nominating and sustainability (Chair) committees). | | |

  14. Director compensation

    Director compensation The compensation committee annually reviews and determines the compensation paid to non-executive directors. No executive officer of the company is involved in recommending or determining levels of non-executive director compensation. Mr. Schlossberg does not receive compensation for his service as a director. The committee considers, among other things, the following policies and principles in determining non-executive director compensation:

  15. Director compensation

    | • | that compensation should fairly pay the non-executive directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees; |

  16. Director compensation

    | • | that a component of the compensation should be designed to align the non-executive directors’ interests with the long-term interests of the company’s shareholders; and |

  17. Director compensation

    | • | that non-executive directors’ independence may be compromised or impaired if director compensation exceeds customary levels. |

  18. Director compensation

    As a part of its annual review, the committee engaged Johnson Associates, Inc. (“Johnson Associates”), the committee’s independent compensation consultant, to report on comparable non-executive director compensation practices and levels. Their report included a review of director compensation at the same peer companies the committee considers for executive compensation practices. See page 70 for a list of our 2023 peers. For 2023, the compensation committee approved the below-described levels of non-executive director compensation. Each component other than the equity award is paid in quarterly installments in arrears:

  19. Director compensation

    | Basic cash fee | Non-executive directors received an annual basic fee paid in cash in the amount of $120,000 | | Chair fee | The Chair of the Board received an additional annual cash fee of $230,000 | | Audit Committee Chair fee | The Chair of the audit committee received an additional annual cash fee of $50,000 | | Compensation Committee and Nomination and Corporate Governance Committee Chair fee | The Chair of the compensation committee and the Chair of the nomination and corporate governance committee each received an additional annual cash fee of $20,000 | | Basic shares fee | Non-executive directors also received an annual award of shares in the aggregate amount of $195,000. Equity awards are paid for service in advance and subject to a one-year vesting requirement |

  20. Director compensation

    For 2024, the compensation committee determined that no changes would be made to levels of non-executive director compensation for the 2024 service period. We also reimburse each of our non-executive directors for their travel expenses incurred in connection with attendance at Board of Directors and committee meetings. Directors do not receive any meeting or attendance fees. Invesco does not have a deferred compensation plan for its directors.

  21. Director compensation table

    Director compensation table The following table sets forth the compensation paid to our non-executive directors during 2023.

  22. Director compensation table

    | Name | Fees earned or paid in cash ($)(1) | Share awards ($)(2) | Total ($) | | Sarah E. Beshar | 140,000 | 194,992 | 334,992 | | Thomas M. Finke | 120,000 | 194,992 | 314,992 | | Thomas P. Gibbons(3) | 52,500 | 213,046 | 265,546 | | William F. Glavin, Jr. | 130,870 | 194,992 | 325,862 | | Elizabeth S. Johnson(3) | 75,000 | 245,535 | 320,535 | | Sir Nigel Sheinwald | 120,000 | 194,992 | 314,992 | | Paula C. Tolliver | 120,000 | 194,992 | 314,992 | | G. Richard Wagoner, Jr. | 350,000 | 194,992 | 544,992 | | Christopher C. Womack | 120,000 | 194,992 | 314,992 | | Phoebe A. Wood | 170,000 | 194,992 | 364,992 | | Former Directors | | | | | C. Robert Henrikson(4) | 97,391 | — | 97,391 | | Denis Kessler(5) | 83,182 | 194,992 | 278,174 |

  23. Director compensation table

    | 1. | Includes the annual basic cash fee and, as applicable, Chair of the Board fee and committee Chair fees. |

  24. Director compensation table

    | 2. | Represents the grant date fair value of the equity awards calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (““ASC 718””) by multiplying the number of shares granted by the closing price of the company’s common shares on the date of grant. Dividends and dividend equivalents on unvested equity awards are paid at the same time and rate as on our common shares. |

  25. Director compensation table

    | For all amounts shown, reflects the annual grant of an equity award in the amount of 12,820 shares of common stock. In addition, (i) with respect to Mr. Gibbons includes a prorated equity award in the amount of 1,187 shares for service provided prior to the annual grant in May, and (ii) with respect to Ms. Johnson includes a prorated equity award in the amount of 3,155 shares for service provided prior to the annual grant in May. |

  26. Director compensation table

    | As of December 31, 2023, for each of the non-executive directors other than Mr. Kessler, all equity awards granted during 2023 were outstanding. With respect to Mr. Kessler who died in June 2023, his full equity award granted during 2023 was accelerated as of his date of death under the terms of his award agreement. |

  27. Director compensation table

    | 3. | Mr. Gibbons joined the Board in April 2023. Ms. Johnson joined the Board in February 2023. |

  28. Director compensation table

    | 4. | Mr. Henrikson retired from the Board effective May 25, 2023. |

  29. Director compensation table

    | 5. | Mr. Kessler died in June 2023. Treatment of his equity is described above in footnote 2. |

  30. Director compensation table

    Stock ownership policy for non-executive directors — Our non-executive directors are subject to the Non-Executive Director Stock Ownership Policy. Commencing 2022, the policy requires each non-executive director to (i) achieve and thereafter maintain an ownership level that is equal to four times the value of the basic cash fee and (ii) meet the policy requirement within five years of the later of the effective date of the policy or first appointment as a non-executive director. Until such ownership level is achieved, each non-executive director is required to (i) continue to hold 100% of the shares received as compensation prior to the effective date, and (ii) retain at least fifty percent (50%) of shares granted as compensation after the effective date. The following table shows the status of each of our then-serving non-executive directors meeting the requirements of the policy as of December 31, 2023 based on the closing price of our common shares on the NYSE on that date, which was $17.84.

  31. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  32. BOARD OF DIRECTORS

    | Oversight responsibility | Risks and risk process | | The full Board has oversight responsibility for the company’s enterprise risk management program and processes. This includes oversight over the management of material risks with respect to the company’s business, including business strategy, financial performance, investments, operations, technology (including cybersecurity), regulatory compliance, governance, human capital management, and environmental and social matters | Though Board committees address specific risks and risk processes within their purview, the Board maintains overall responsibility for oversight of all material risks as full Board engagement supports appropriate consideration of risk in strategy setting and a more holistic understanding of risk across the enterprise |

  33. BOARD OF DIRECTORS

    | | | | | AUDIT COMMITTEE Oversees the integrity of the company’s financial statements and other financial disclosures, the effectiveness of the company’s internal controls, the internal audit function, the independent auditors, and compliance with legal and regulatory requirements and approves related party transactions | COMPENSATION COMMITTEE Reviews and discusses management’s assessment of the company’s compensation policies and programs to ensure they do not encourage excessive risk-taking | NOMINATION AND CORPORATE GOVERNANCE COMMITTEE Reviews and discusses the company’s corporate governance practices to ensure they do not present excessive risks to the company and manages Board and committee succession and related risks |

  34. BOARD OF DIRECTORS

    Oversight of cybersecurity risk: Our Board of Directors oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company’s risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. The members of the committee include the Chief Administrative Officer, Chief Risk and Audit Officer, General Counsel, Chief Financial Officer, Chief Human Resources Officer, Global Head of Compliance, and Global Operational Risk Owners which includes the Global Chief Security Officer (GCSO). The Committee reports to the Enterprise Risk Management Committee which provides updates to the Board to facilitate their oversight. One company subsidiary operates on a distinct network as described in more detail below in Cybersecurity. For that subsidiary, an Enterprise Risk Management Steering Committee provides executive-level oversight and monitoring of its programs that manage information security and cyber related risk. The members of this Enterprise Risk Management Steering Committee include the subsidiary’s Chief Executive Officer, Chief Operating Officer, Head of Risk, Head of Legal, Head of Privacy and the subsidiary’s CISO, as well as Invesco’s GCSO and CISO.

  35. MassMutual Shareholder Agreement

    MassMutual Shareholder Agreement In connection with Invesco’s acquisition of OppenheimerFunds, an investment management subsidiary of MassMutual and Invesco entered into a shareholder agreement, dated May 24, 2019 (the “MassMutual Shareholder Agreement”), which governs the ongoing relationship between MassMutual and Invesco. See below for a summary of key provisions of the MassMutual Shareholder Agreement. It does not purport to be complete and is qualified in its entirety by the full text of the MassMutual Shareholder Agreement, a copy of which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 24, 2019. Share ownership: Subject to certain exceptions, MassMutual and its controlled affiliates are prohibited from acquiring any additional Invesco capital stock such that if after giving effect to such acquisition, MassMutual together with its controlled affiliates would beneficially own more than 22.5% of the total voting power of Invesco capital stock (which we refer to as the “ownership cap”). MassMutual is subject to the ownership cap until the date (which we refer to as the “governance termination date”) on which MassMutual and its controlled affiliates cease to beneficially own at least (i) 10% of the issued and outstanding Invesco common shares or (ii) 5% of the issued and outstanding Invesco common shares and $2.0 billion in aggregate liquidation preference of Invesco Series A preferred shares. Prohibited actions: Until the governance termination date, MassMutual and its controlled affiliates are generally prohibited from soliciting, knowingly encouraging, acting in concert or assisting third parties, negotiating or making any public announcement with respect to:

  36. MassMutual Shareholder Agreement

    | • | any acquisition the purpose or result of which would be that MassMutual and its controlled affiliates beneficially own (i) Invesco capital stock in excess of the ownership cap or (ii) any equity securities of any subsidiary of Invesco; |

  37. MassMutual Shareholder Agreement

    | • | any form of business combination or similar or other extraordinary transaction involving Invesco or any subsidiary of Invesco; |

  38. MassMutual Shareholder Agreement

    | • | any form of restructuring, recapitalization or similar transaction with respect to Invesco or any subsidiary of Invesco; |

  39. MassMutual Shareholder Agreement

    | • | agreeing with any third party with respect to the voting of any shares of Invesco capital stock or the capital stock of any subsidiary of Invesco, or otherwise entering into any voting trust or voting agreement with any third party; |

  40. MassMutual Shareholder Agreement

    | • | selling any share of Invesco capital stock in a tender or exchange offer that either (i) is unanimously opposed by the Invesco Board or (ii) arises out of a breach by MassMutual of its obligations under the MassMutual Shareholder Agreement to not engage in certain prohibited actions; and |

  41. MassMutual Shareholder Agreement

    | • | any proposal to seek representation on the Invesco Board or any proposal to control or influence management, the Invesco Board, Invesco or its subsidiaries (except as expressly permitted by the MassMutual Shareholder Agreement and the certificate of designation for the Series A preferred shares); and calling any special meeting of shareholders of Invesco or engaging in any written consent of shareholders regarding any of the foregoing. |

  42. MassMutual Shareholder Agreement

    Additional purchase of voting securities: Until the governance termination date, except in certain cases, if at any time Invesco issues voting securities (or securities convertible into voting securities), MassMutual will have the right to purchase directly from Invesco additional securities of the same class or series being issued up to an amount that would result in MassMutual and its controlled affiliates beneficially owning the lesser of (i) the ownership cap and (ii) the same ownership percentage as they owned immediately prior to such stock issuance. Share repurchases: If Invesco engages in any share repurchase program or self tender that (i) will, or would reasonably be expected to, cause Invesco capital stock beneficially owned by MassMutual and its controlled affiliates to exceed 24.5% or (ii) would otherwise reasonably be likely to result in a deemed “assignment” of any investment advisory agreement of Invesco or its affiliates under the Investment Advisers Act or Investment Company Act, then Invesco may require, subject to certain exceptions, MassMutual and its controlled affiliates to promptly sell or self-tender such number of shares of Invesco capital stock to Invesco as would be necessary to prevent the occurrence of either of the foregoing events. Transfer restrictions: In the case of Invesco Series A preferred shares, until the earliest to occur of May 24, 2024, certain credit rating downgrades of Invesco Series A preferred shares or the consummation of a change of control transaction of Invesco (which date we refer to as the “transfer restriction termination date”), MassMutual and its controlled affiliates are generally prohibited from transferring or agreeing to transfer, directly or indirectly, any such preferred stock beneficially owned by them to anyone other than to a controlled affiliate of MassMutual which agrees in writing with Invesco to be bound by the MassMutual Shareholder Agreement or to Invesco directly. In the case of Invesco common shares, until the governance termination date, MassMutual is permitted to transfer its Invesco common shares in certain specified categories of transactions. Right of first offer: If MassMutual and/or any of its controlled affiliates intend to transfer any Series A preferred shares to a non-affiliate, MassMutual must provide written notice to Invesco. Upon receipt of such notice, Invesco will have the right to purchase all, but not less than all, of the shares proposed to be transferred, at the price and terms described in the notice. Registration rights: MassMutual has certain customary shelf, demand and “piggyback” registration rights with respect to the Invesco common shares and the Invesco Series A preferred shares. Board designation: The MassMutual Shareholder Agreement requires Invesco to elect an individual designated by MassMutual to the Invesco Board (whom we refer to as the “MassMutual designee”). The current MassMutual designee serving on the Invesco Board is William F. Glavin Jr. Until the governance termination date, Invesco is required to use reasonable best efforts to cause the election of the MassMutual designee at each meeting of Invesco shareholders. Except in connection with succession planning, until the governance termination date, the size of the Invesco Board of Directors cannot exceed 12 members without the prior approval of the MassMutual designee. The MassMutual designee is entitled to be a member of each standing committee of the Invesco Board or, if not permitted by applicable law, to be an observer on such committee. Approval rights of MassMutual: Until the governance termination date, Invesco may not generally enter into or effect the following transactions without the prior written approval of MassMutual:

  43. MassMutual Shareholder Agreement

    | • | change its capital structure in a manner that would be reasonably likely to result in certain corporate credit rating downgrades; |

  44. MassMutual Shareholder Agreement

    | • | amend its Memorandum of Association or Bye-Laws such that the rights of MassMutual would be adversely affected compared to those of the holders of Invesco capital stock generally; |

  45. MassMutual Shareholder Agreement

    | • | adopt a shareholder rights plan; |

  46. MassMutual Shareholder Agreement

    | • | make (or permit any of its material subsidiaries to make) any voluntary bankruptcy or similar filing or declaration; |

  47. MassMutual Shareholder Agreement

    | • | subject to certain exceptions, engage in any acquisition, exchange or purchase of equity interests or other similar transaction that involves the issuance of more than 10% of the total voting power of Invesco capital stock; |

  48. MassMutual Shareholder Agreement

    | • | make any changes in accounting principles that are disproportionately adverse to MassMutual and its affiliates compared to other holders of Invesco capital stock, except to the extent required by changes in GAAP or applicable law; |

  49. MassMutual Shareholder Agreement

    | • | materially alter Invesco’s principal line of business; or |

  50. MassMutual Shareholder Agreement

    | • | adopt any director qualifications to be imposed upon the MassMutual designee, other than those required by the Bye-Laws as of October 17, 2018 or those generally applicable to all directors. |

  51. MassMutual Shareholder Agreement

    Voting agreements: Until the governance termination date, MassMutual and its controlled affiliates are generally required to vote (i) in favor of each matter required to effectuate any provision of the MassMutual Shareholder Agreement and against any matter the approval of which would be inconsistent with any provision of the MassMutual Shareholder Agreement, and (ii) to the extent consistent with the preceding clause (i), in accordance with the recommendation of the Invesco Board on all matters approved by the Invesco Board relating to (a) the elections of directors, (b) matters that have been approved or recommended by the compensation committee of the Invesco Board, (c) any change of control transaction of Invesco that the Invesco Board has unanimously recommended in favor of or against, and (d) any transaction that arises out of a breach by MassMutual of its obligations under the MassMutual Shareholder Agreement to not engage in certain prohibited actions. Additionally, if MassMutual and its controlled affiliates beneficially own at least 20% of the issued and outstanding Invesco common shares as of the record date for a vote on any matter, they must, subject to some exceptions, vote on such matter as recommended by the Invesco Board to the extent that such matter does not conflict with any provision of the MassMutual Shareholder Agreement. Termination of the MassMutual Shareholder Agreement: The MassMutual Shareholder Agreement will terminate upon the later to occur of the governance termination date and the transfer restriction termination date, although certain provisions of the MassMutual Shareholder Agreement may survive for a certain period of time beyond the termination of the MassMutual Shareholder Agreement. Related person transaction policy

  52. MassMutual Shareholder Agreement

    | Management is required to present for the approval or ratification of the audit committee all material information regarding an actual or potential related person transaction | The Board of Directors has adopted written Policies and Procedures with Respect to Related Person Transactions to address the review, approval, disapproval or ratification of related person transactions. “Related persons” include the company’s executive officers, directors, director nominees, holders of more than five percent (5%) of the company’s voting securities, immediate family members of the foregoing persons and any entity in which any of the foregoing persons is employed, is a partner or is in a similar position, or in which such person has a 5% or greater ownership interest. A “related person transaction” means a transaction or series of transactions in which the company participates, the amount involved exceeds $120,000 and a related person has a direct or indirect interest (with certain exceptions permitted by SEC rules). | | | Management is required to present for the approval or ratification of the audit committee all material information regarding an actual or potential related person transaction. The policy requires that, after reviewing such information, the disinterested members of the audit committee will approve or disapprove the transaction. Approval will be given only if the audit committee determines that such transaction is in, or is not inconsistent with, the best interests of the company and its shareholders. The policy further requires that in the event management becomes aware of a related person transaction that has not been previously approved or ratified, it must be submitted to the audit committee promptly. |

  53. MassMutual Shareholder Agreement

    Security ownership of principal shareholders The following table sets forth the common shares beneficially owned as of February 16, 2024 by each shareholder known to us to beneficially own more than five percent of the company’s outstanding common shares. The percentage of ownership indicated in the following table is based on 449,159,161 common shares outstanding as of February 16, 2024.

  54. MassMutual Shareholder Agreement

    | Name and address of beneficial owner | Amount and nature of beneficial ownership(1) | Percent of class (%) | | Massachusetts Mutual Life Insurance Company 1295 State Street, Springfield, MA 01111 | 81,387,016(2) | 18.1% | | The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355 | 51,454,867(3) | 11.5% | | BlackRock, Inc. 50 Hudson Yards, New York, NY 10001 | 46,298,413(4) | 10.3% | | Trian Fund Management, L.P. 280 Park Avenue, 41st Floor, New York, NY 10017 | 33,940,096(5) | 7.6% |

  55. MassMutual Shareholder Agreement

    | 1. | Except as described otherwise in the footnotes to this table, each beneficial owner in the table has sole voting and investment power with regard to the shares beneficially owned by such owner. |

  56. MassMutual Shareholder Agreement

    | 2. | On June 15, 2022, Massachusetts Mutual Life Insurance Company, on behalf of itself and certain of its affiliates (collectively “MassMutual”), filed a Schedule 13D/A with the SEC indicating that MassMutual had sole voting power with respect to 81,369,908 common shares of Invesco and sole dispositive power with respect to 81,387,016 common shares of Invesco. |

  57. MassMutual Shareholder Agreement

    | 3. | On February 13, 2024, The Vanguard Group, on behalf of itself and certain of its affiliates (collectively, “Vanguard”) filed a Schedule 13G/A with the SEC indicating that Vanguard had shared voting power with respect to 435,919 common shares, sole dispositive power with respect to 49,974,087 common shares and shared dispositive power with respect to 1,480,780 common shares, of Invesco. |

  58. MassMutual Shareholder Agreement

    | 4. | On January 24, 2024, BlackRock, Inc., on behalf of itself and certain of its affiliates (collectively, “BlackRock”) filed a Schedule 13G/A with the SEC indicating that BlackRock had sole voting power with respect to 43,135,234 common shares of Invesco and sole dispositive power with respect to 46,298,413 common shares of Invesco. |

  59. MassMutual Shareholder Agreement

    | 5. | This information is based on a Schedule 13D/A filed on June 2, 2023 (the “Schedule 13D/A”) by Trian Fund Management, L.P. (“Trian”) and certain of its affiliates. Trian may be deemed to have shared voting power and shared dispositive power with regard to all of the foregoing shares. |

  60. MassMutual Shareholder Agreement

    Security ownership of management The following table lists the common shares beneficially owned as of February 16, 2024 by (i) each director and director nominee; (ii) each executive officer named in the Summary Compensation Table below and (iii) all director nominees and executive officers as a group. The percentage of ownership indicated below is based on 449,159,161 of the company’s common shares outstanding on February 16, 2024. Beneficial ownership reported in the below table has been determined according to SEC regulations and includes common shares that may be acquired within 60 days after February 16, 2024, but excludes deferred shares which are disclosed in a separate column. Unless otherwise indicated, all directors and executive officers have sole voting and investment power with respect to the shares shown. No shares are pledged as security. As of February 16, 2024, no individual director or named executive officer owned beneficially 1% or more of our common shares other than Mr. Flanagan, who owns approximately 1.1% of our outstanding common shares. Our current directors and executive officers as a group owned approximately 1.0% of our outstanding common shares.

  61. MassMutual Shareholder Agreement

    | Name | Common shares beneficially owned | Deferred share awards | Total | | Sarah E. Beshar | 82,352 | — | 82,352 | | Thomas M. Finke | 31,443 | — | 31,443 | | Thomas P. Gibbons | 14,407 | — | 14,407 | | William F. Glavin, Jr. | 48,289 | — | 48,289 | | Elizabeth S. Johnson | 15,975 | — | 15,975 | | Andrew R. Schlossberg | 802,056 | 270,619 | 1,072,675 | | Sir Nigel Sheinwald | 69,173 | — | 69,173 | | Paula C. Tolliver | 33,272 | — | 33,272 | | G. Robert Wagoner, Jr.(1) | 90,075 | — | 90,075 | | Christopher C. Womack | 27,122 | — | 27,122 | | Phoebe A. Wood | 77,316 | — | 77,316 | | Stephanie C. Butcher | 151,671 | 101,988 | 253,659 | | L. Allison Dukes | 377,374 | 188,584 | 565,958 | | Andrew T.S. Lo | 488,730 | 538,903 | 1,027,633 | | Douglas J. Sharp | 71,531 | 374,205 | 445,736 | | Tony L. Wong | 157,371 | — | 157,371 | | All Director Nominees and Executive Officers as a Group (18 persons) | 2,689,267 | 1,474,299 | 4,163,566 | | Retired executive officers | | | | | Martin L. Flanagan(2) | 4,297,271 | 751,401 | 5,048,672 | | Gregory G. McGreevey | — | 308,298 | 308,298 |

  62. MassMutual Shareholder Agreement

    | 1. | For Mr. Wagoner, includes 15,000 shares held in trust via a defined benefit account. Mr. Wagoner has sole voting and investment power with respect to these shares. |

  63. MassMutual Shareholder Agreement

    | 2. | For Mr. Flanagan, includes an aggregate of 4,014,378 shares held in trust and 400 shares held by Mr. Flanagan’s spouse. Mr. Flanagan has shared voting and investment power with respect to these shares. |

  64. MassMutual Shareholder Agreement

    Our executive officers In addition to Andrew R. Schlossberg, whose information is set forth under Board of Directors - Nominee biographies, the following is a list of individuals serving as executive officers of the company as of the date of this Proxy Statement. All company executive officers are elected annually by the Board and serve at the discretion of the Board or our Chief Executive Officer.

  65. MassMutual Shareholder Agreement

    | Stephanie C. Butcher Senior Managing Director and Co-Head of Investments | Stephanie C. Butcher | Age: 52 Tenure: 21 years | | | Stephanie Butcher has served as Senior Managing Director and Co-Head of Investments since February 2023. Previously, she served as Chief Investment Officer in Invesco’s EMEA business overseeing the Henley Investment Centre, encompassing equities, fixed income and multi-asset capabilities from 2020 to February 2023. Ms. Butcher began her investment career at Lazard Asset Management before joining Aberdeen Asset Management in 1997. She joined Invesco in Henley in 2003 where she specialized in European equity income investing and was responsible for a number of European equity portfolios. Ms. Butcher holds an M.A. (Cantab) and a B.A. in history from Cambridge University. | | | L. Allison Dukes Senior Managing Director and Chief Financial Officer | L. Allison Dukes | Age: 49 Tenure: 4 years | | | Allison Dukes has served as Senior Managing Director and Chief Financial Officer of our company since 2020. In this role, she leads all global corporate finance functions, including strategic and financial planning, investor relations, corporate development, accounting, corporate tax, treasury and procurement as well as global public policy. Prior to joining Invesco, Ms. Dukes served as Chief Financial Officer of SunTrust Banks (now Truist Financial Corporation) from 2018 to 2019. Prior to becoming Chief Financial Officer, Ms. Dukes served in a series of leadership roles throughout her 20 years of service with SunTrust, including Head of Commercial & Business Banking, which included delivery of SunTrust’s investment banking and capital markets capabilities, President and Chief Executive Officer of the Atlanta Division of SunTrust, Co-Head of Private Wealth Management, and Head of Syndicated Finance Originations. Ms. Dukes also currently serves as a director of Haverty Furniture Companies, Inc. (nominating, compensation and governance committee (Chair)). Ms. Dukes also served as the past Board Chair for Junior Achievement of Georgia and currently serves on the Board of Trustees of Children’s Healthcare of Atlanta and Emory University. She earned a B.S. degree in mathematics from Vanderbilt University and a Master of Business Administration from the Goizueta Business School at Emory University. | | | Jeffrey H. Kupor Senior Managing Director and General Counsel | Jeffrey H. Kupor | Age: 55 Tenure: 22 years | | | Jeffrey Kupor has served as Senior Managing Director and General Counsel since January 2023. Mr. Kupor joined Invesco in 2002 and has held a number of legal roles, including most recently as Head of Legal, Americas from 2018 to 2022, which role he was responsible for legal support for Invesco’s Americas business. Prior to joining the firm, he practiced law at Fulbright & Jaworski LLP (now known as Norton Rose Fulbright), specializing in complex commercial and securities litigation. He also served as the general counsel of a publicly traded communication services company. Mr. Kupor currently serves on the Board of ICI Mutual Insurance Company, the U.S. investment management industry captive insurer, and the Boards of Trustees of the closed-end fund, open-end fund and interval fund investment companies in the Invesco funds complex. He earned a B.S. degree in economics from the Wharton School at the University of Pennsylvania and a J.D. from the Boalt Hall School of Law (now known as Berkeley Law) at the University of California at Berkeley. | |

  66. MassMutual Shareholder Agreement

    | Andrew T.S. Lo Senior Managing Director and Head of Asia Pacific | Andrew T.S. Lo | Age: 62 Tenure: 30 years | | | Andrew T. S. Lo has served as Senior Managing Director and Head of Asia Pacific since 2001 and is responsible for Invesco businesses in the Asia Pacific region, which includes Greater China, Japan, Australia and India. He joined our company as Managing Director for Invesco Asia in 1994. Mr. Lo began his career as a credit analyst at Chase Manhattan Bank in 1984. He became Vice President of the investment management group at Citicorp in 1988 and was managing director of Capital House Asia from 1990 to 1994. Mr. Lo was Chair of the Hong Kong Investment Funds Association from 1996 to 1997 and a member of the Council to the Stock Exchange of Hong Kong and the Advisory Committee to the Securities and Futures Commission in Hong Kong from 1997 to 2001. He earned a B.S. and an M.B.A. from Babson College in Wellesley, Massachusetts. | | | Douglas J. Sharp Senior Managing Director and Head of the Americas and EMEA | Douglas J. Sharp | Age: 49 Tenure: 16 years | | | Douglas Sharp has served as Senior Managing Director and Head of the Americas and EMEA since June 2023. Previously, he served as Senior Managing Director and head of EMEA from 2019 to June 2023. Mr. Sharp has 16 years’ experience in the asset management industry. He joined Invesco in 2008 and has served in multiple leadership roles across the company, including his previous role as the Head of EMEA Retail. He joined Invesco from the strategy consulting firm McKinsey & Company, where he served clients in the financial services, energy and logistics sectors. Mr. Sharp earned an M.B.A. from the Tuck School of Business at Dartmouth College, a master’s degree in accounting from Georgia State University and a B.A. in economics from McGill University. | | | Alan L. Smith Senior Managing Director and Chief Human Resources Officer | Alan L. Smith | Age: 56 Tenure: <1 year | | | Alan Smith has served as Senior Managing Director and Chief Human Resources Officer since March 2024. Prior to joining Invesco, Mr. Smith served as the Chief Human Resources Officer for Corebridge Financial, a subsidiary of AIG, from 2020 to February 2024. In that role, he was responsible for planning, developing, and implementing people strategy and programs, including diversity, equity and inclusion, compensation, and incentive plans, recruiting and retention, performance management, professional development, and employee relations. Prior to joining AIG in 2020, Alan held HR leadership positions with Whittle Management, Inc., a global start-up company focused on transforming K-12 education, and TE Connectivity, a global electronics company. Earlier in his career, he worked with Pfizer, Inc., Aon Corporation, Bank of America, and John Hancock Life Insurance Company. He serves on the board of Cornerstone Family Programs and is a member of the Morris School District Board of Education. Mr. Smith earned an Executive M.B.A. from Columbia University and a B.A. in government from Wesleyan University. | | | Tony L. Wong Senior Managing Director and Co-Head of Investments | Tony L. Wong | Age: 50 Tenure: 28 years | | | Tony Wong has served as Senior Managing Director and Co-Head of Investments since February 2023. Previously, he served as the Head of Fixed Income Investments from 2019 to February 2023 where he was responsible for the investment process, performance strategic direction and enterprise oversight of Invesco Fixed Income’s global organization. Mr. Wong joined Invesco in 1996 and has served in various increasingly senior investment roles within the fixed income organization. At a corporate level, he provides oversight and risk management support for various counterparty credit risk related activities. He is a member of our Enterprise Risk Management Committee, Liquidity Risk Management Committee and Co-head of the Global Investor Forum. Mr. Wong earned a B.A. degree in history and a B.B.A. from Southern Methodist University and an M.B.A. from the University of St. Thomas. Outside of Invesco, Mr. Wong is a Board Trustee of Children’s Healthcare of Atlanta. | |

  67. Compensation discussion and analysis

    | CEO compensation highlights | • Mr. Schlossberg’s salary increased from $500,000 to $750,000, effective June 30, 2023, in connection with his appointment as President and CEO • Mr. Schlossberg’s incentive target for 2023 was adjusted to $10.38 million, which reflects a proration of his previous target and his new target upon serving as President and CEO • Mr. Schlossberg’s total annual incentive compensation for 2023 was $9.34 million • In addition, Mr. Schlossberg and the newly constituted executive leadership team each received one-time transition equity awards during 2023 2023 Transition equity awards The compensation committee engaged in a review of the company’s continuity of leadership for the next several years and considered its importance to the company’s growth plan. The committee determined that granting one-time transition equity awards to the newly constituted executive leadership team was in the best interests of the company and its shareholders as the company transitioned from 18 years of leadership by Mr. Flanagan. These one-time transition equity awards acknowledged the executive leadership team’s crucial role in the continued success of the company and sought to ensure continuity in our executive leadership. These awards, which are not intended to be recurring, are not part of the 2023 annual compensation outlined below. See 2023 Transition equity awards - a closer look on page 69 for more details regarding these awards. |

  68. Compensation discussion and analysis

    | We believe that our executive compensation program clearly links pay to company and executive performance | Our executive compensation program | | | | Key features of our executive compensation program include: | | | | | Transparent company scorecard. Our company scorecard discloses the target set for each measure as well as the end of year result for each measure. We continue to include category assessments and overall weighted assessment. | | | | Performance-based equity awards. The vesting matrix for our performance-based equity awards utilizes relative TSR and three- year average AOM. Vesting ranges from 0% to 150%; provided, however, if the company’s three-year absolute TSR is negative, vesting will be capped at 100%. The committee believes that the linked vesting performance thresholds provide significant rigor to our incentive program, as payouts are not a range of outcomes but represent specific performance levels. See Performance-based equity awards below for additional details. | | | | 4-step process to determine executive pay. We continue to use our 4-step process that aligns pay with performance. Our 4-step process relies on assessing company performance based on our company scorecard and individual executive performance. See page 64 for more information about our 4-step process. | | | | CEO pay calculation graphic. We continue to illustrate how CEO pay was determined. We believe the illustration clearly communicates how the committee determined CEO pay. It includes a step-by-step description that follows the quantitative assessment of company performance using the company scorecard and a qualitative assessment of CEO achievements. | | | | CEO compensation cap. CEO cash bonus is capped at the lesser of $10million or 30%of the CEO’s incentive pay. | | | | Performance-based equity awards. 60%of equity awards are generally performance-based.(1) | | | | Our peer groups. In 2021, we implemented a new compensation peer group as well as a new peer group for our performance-based equity awards. These peer groups emphasize pure asset management firms with significant business overlap and similar scale. See page 70 for a discussion about our peer groups. | | 1. When mandated by local regulatory requirements, 50% of equity awards for executive officers are performance-based and 50% are time-based. | | |

  69. Invesco shareholder value framework

    | | Our focus on delivering the outcomes our clients seek enables us to grow our business by attracting and retaining new AUM, resulting in positive long-term organic growth. Our strong global operating platform allows us to operate effectively and efficiently and is an important driver of our operating leverage that benefits clients and shareholders. The creation of operating leverage allows us to meet current client demands, invest for future growth and create value for our shareholders. We strive to maintain our financial strength through disciplined capital management and return capital to shareholders on a consistent and predictable basis. Our focus on driving greater efficiency and effectiveness, combined with our work to build a global business with a comprehensive range of capabilities, puts Invesco in a strong position to meet client needs, run a disciplined business, continue to invest in and grow our business over the long term, and deliver long-term value to our clients, shareholders and other stakeholders. |

  70. Highlights of 2020-2023 outreach feedback and actions

    | | Topics and themes raised | Invesco’s response | | | Company scorecard • We would like to see fewer measures and greater transparency into set targets and their achievement | • Over the years, we enhanced our company scorecard to Include target, end of year result and percent achieved for each measure. In 2021, we reduced the number of scorecard measures and updated the category weightings to increase the impact of financial factors • We continue to include category assessments and overall weighted assessment | | | Performance-based equity awards • We believe that more than 50% of equity awards should be performance-based | • Equity awards generally continue to be 60% performance-based(2) • We included a negative TSR vesting cap • We annually review and update, as needed, the vesting matrix for performance-based equity awards to align with the firm’s operating plan and industry trends |

  71. Highlights of 2020-2023 outreach feedback and actions

    | 2. | When mandated by local regulatory requirements, 50% of equity awards for executive officers are performance-based and 50% are time-based. |

  72. Evolution of our executive compensation program

    | | 2018 • 50% of all equity awards were performance-based with clawback provisions • Capped CEO cash bonus at $10 million | | | 2019 • Established incentive targets for executive officers; payouts may range from 0% to 130% • Introduced company scorecard and detailed 4-step compensation process • Added a second performance measure(TSR) and increased performance rigor | | | 2020 • Capped CEO cash bonus at lesser of $10 million or 30% of CEO’s incentive pay • 60% of equity awards were performance-based with clawback provisions(1) • Updated compensation and performance award peer groups • Updated vesting matrix for performance-based equity awards to better align with company’s operating plan | | | 2021 • Enhanced company scorecard to show for each measure target, outcome and % achieved. In addition, Increased weighting on financial measures • Added an illustration of CEO pay calculation • Updated vesting matrix for performance-based equity to further increase vesting rigor | | | 2022 • Updated vesting model for performance-based equity to better align with our operating plan and industry trends | | | 2023 • Capped cash bonus for NEOs (other than CEO) at 50% of total pay |

  73. Evolution of our executive compensation program

    | How we align performance and pay Executive pay outcomes are aligned to both our company performance and individual achievements. At the beginning of the year, the committee approves the CEO objectives, the company scorecard and its weightings that measure the following key drivers of shareholder value creation: | | | | | ∎ our financial performance | 66.7% | | | ∎ sustaining a high performing organization, since our people are the source of everything we do | 33.3% | | Following completion of the year, the committee assesses company performance based on the company scorecard and individual achievements to determine each NEO’s annual and long-term incentives. | | | | How the committee uses its structured judgment in making annual incentive compensation decisions The committee uses financial performance and organizational health in the company scorecard to evaluate firm performance. Our business is dynamic and requires us to respond rapidly to changes in market conditions and other factors outside of our control that impact our financial performance. The committee believes that applying structured judgment and thoughtful consideration of an executive’s qualitative performance is a critical feature of our executive compensation program. The committee believes that a rigid, formulaic program based strictly on quantitative metrics could have unintended consequences such as encouraging undue focus on achieving specific short-term results, at the expense of long-term success. In addition, solely formulaic compensation would not permit adjustments based on factors beyond the control of our executive officers as well as relative performance in relation to shifting market conditions and less quantifiable factors such as recognition of strategic developments and individual achievements. Therefore, thoughtful consideration of these additional factors allows the committee to fully consider the overall performance of our executive officers over time and has been a key ingredient in ensuring our long-term financial results. | | |

  74. Evolution of our executive compensation program

    | For all NEOs, at least 60% of their total incentive award is delivered through deferred equity. All incentives are paid from a company-wide incentive pool |

  75. Evolution of our executive compensation program

    | The committee’s well-defined process for making annual Pay decisions The pay determination process reinforces our shareholder value framework. The committee’s 4-step process determines each NEO’s total incentive outcome, which includes all variable pay (annual cash award + time-based equity award + performance-based equity award). Based on a quantitative and qualitative performance assessment, total incentive awards can range from 0% to 130% of each NEO’s incentive target. Once the total incentive award is determined, the pay mix between cash and equity is more heavily weighted to equity awards. See page 55 for the overall pay mix for the NEOs. | | | See page 64 for a detailed description regarding these steps | | | | | | The table below shows NEO incentive targets for 2023. | | | 2023 NEO incentive targets | | | | 2023 Incentive target | | Name | (in millions)(1) | | Andrew R. Schlossberg(2) | $10.38 | | Stephanie C. Butcher | $4.25 | | L. Allison Dukes | $4.50 | | Andrew T.S. Lo | $5.25 | | Douglas J. Sharp | $5.25 | | Tony L. Wong | $4.25 | | 1. Incentive compensation includes cash bonus + time-based equity + performance-based equity. | | | 2. Mr. Schlossberg’s incentive target reflects a proration of his previous target and his new target upon serving as President and CEO effective June 30, 2023. | |

  76. Invesco 2023 performance(1)

    | Net long-term flows ($B) | Net revenues(1)($M) | Adjusted operating margin(1) | | | | | | Adjusted operating income(1)($M) | Adjusted diluted EPS(1)($) | | | | | |

  77. Company scorecard results for 2023 – aligning annual pay with results

    Company scorecard results for 2023 – aligning annual pay with results The committee continues to support a company scorecard with two main categories of measurement – Financial Performance (66.7% weight of overall outcome, with each financial metric weighted equally) and Organizational Health (33.3% weight of overall outcome). The committee has established a range (minimum to maximum) of outcomes for each metric resulting in the potential outcome of the scorecard being between 0% to 130%. For compensation purposes, the committee may adjust financial performance measures for unusual, infrequently occurring and nonrecurring items. The committee approved an adjustment to the 2023 financial performance results to exclude compensation costs related to executive retirements and organizational changes. Accordingly, Scorecard adjusted operating income, Scorecard adjusted operating margin and Scorecard adjusted diluted EPS values as shown in the company scorecard differ from those reflected in the Invesco 2023 performance section above. For a reconciliation and explanation of these non-GAAP measures, please see Appendix A. Executive pay for 2023 is aligned with firm and market outcomes. For Financial Performance, the outcome was 95%. Outcomes for the individual Financial Performance measures ranged from 63% to 113%, with each financial metric weighted equally. For Organizational Health, the outcome was 93%. This produced an overall company outcome of 94%.

  78. Company scorecard results for 2023 – aligning annual pay with results

    | | Financial Performance | | | | | | | Measure(1) | 2023 Target | 2023 Performance | 2023 Outcome | | | | Net long-term flows ($B) | $37.7 | $10.2 | 63% | | | | Net revenues ($MM) | $4,279 | $4,311 | 103% | | | | Scorecard adjusted operating income ($MM)(2) | $1,310 | $1,312 | 100% | | | | Scorecard adjusted operating margin(2) | 30.6% | 30.4% | 97% | | | | Scorecard adjusted diluted earnings per share (diluted EPS)(2) | $1.39 | $1.68 | 113% | | | | Financial outcome score (each financial metric is weighted equally) | | | 95% | | | | | | | | | | | Organizational Health | | | | | | | Measures | | | Year-end results | | | | Deliver sustainable investment quality | | | | | | | • Increase share of actively managed assets in the top quartile of peer group over three-year performance period | | | | | | | • 65% of actively managed assets in top half of peer group over 3- and 5-year periods | | | | | | | Talent development | | | | | | | • Continue to strengthen and sustain a culture of diversity and inclusion | | | | | | | • Attract, retain and develop high performing talent, ensuring effective succession planning throughout the organization | | | | | | | • Attract, retain and develop junior talent | | | | 1. Represents or includes non-GAAP financial measures. See the information in Appendix A regarding non-GAAP financial measures. 2. For purposes of calculating these metrics, the committee made adjustments to these financial measures to exclude compensation costs related to executive retirements and organizational changes as described in Appendix A. | | | Execute enterprise-wide strategies and objectives | | | | | | | • Ensure global investment offerings are aligned with the breadth of client demand | | | | | | | • Manage company performance in a highly volatile market for long-term success | | | | | | | • Executive key growth capabilities | | | | | | | • Ensure successful implementation of enterprise-wide projects | | | | | | | Organizational health score | | | 93% | |

  79. 2023 NEO total compensation

    | Name | Base salary ($)(1) | Cash bonus ($) | Time-based equity ($)(2) | Performance- based equity ($)(2) | Total compensation ($) | | Andrew R. Schlossberg | 750,000 | 2,801,250 | 2,614,500 | 3,921,750 | 10,087,500 | | Stephanie C. Butcher | 500,000 | 1,564,000 | 1,173,000 | 1,173,000 | 4,410,000 | | L. Allison Dukes | 500,000 | 1,800,000 | 1,080,000 | 1,620,000 | 5,000,000 | | Andrew T.S. Lo | 500,000 | 1,827,000 | 1,096,200 | 1,644,300 | 5,067,500 | | Douglas J. Sharp | 500,000 | 1,827,000 | 1,370,250 | 1,370,250 | 5,067,500 | | Tony L. Wong | 500,000 | 1,564,000 | 938,400 | 1,407,600 | 4,410,000 |

  80. 2023 NEO total compensation

    | 2. | For each executive other than Ms. Butcher and Mr. Sharp, 60% of the combined value of the equity awards to vest subject to performance criteria, with the remaining 40% to be subject to time-based vesting. With respect to Ms. Butcher and Mr. Sharp, 50% of the combined value of the equity awards to vest subject to performance criteria, with the remaining 50% to be granted as a UCITS deferred equity award subject to time-based vesting due to local regulatory requirements. |

  81. Performance-based incentives

    Performance-based incentives 60% of annual equity awards for executive officers generally is performance-based.(1) Vesting of performance-based awards continues to be tied to AOM and relative TSR, each over a three-year period. See Performance-based equity awards on pages 67-68 for additional details.

  82. We link pay and performance

    | Andrew R. Schlossberg President and CEO | 2023 Compensation (in 000s) | | Responsibilities Mr. Schlossberg is President and CEO. He develops, guides and oversees execution of Invesco’s long-term strategic priorities to deliver value for clients and shareholders over the long-term. Mr. Schlossberg is responsible for senior leadership development and succession planning, defining and reinforcing Invesco’s purpose and engaging with key clients, industry leaders, regulators and policy makers. | | | Base salary(2) | $750 | | | | Annual incentive award - Cash | $2,801 | | | | Annual time-based equity | $2,615 | | | | Annual performance-based equity | $3,922 | | | | Total annual incentive compensation | $9,338 | | | | 2023 annual incentive target | $10,375 | | | | Total annual incentive compensation as a % of 2023 incentive target | 90% | | | | Total annual compensation | $10,088 | | | | One-time transition equity award | $6,000 | |

  83. We link pay and performance

    | | 2023 Key achievements • Under Mr. Schlossberg’s leadership, the firm maintained the scale, performance and competitive strength in several high-demand capability areas in 2023, including ETFs and indexed solutions, fixed income, private markets and Asia Pacific, positioning the firm well to continue capturing flows as investor preferences shift. By aligning our global investment offerings with client demand, the firm achieved ending assets under management of nearly $1.6 trillion in 2023 (up 12.5% over the prior year) and recorded $10.2 billion in net long-term inflows. • Net revenues in 2023 totaled $4.3 billion, adjusted operating income totaled $1.2 billion and adjusted diluted earnings per share ended the year at $1.51.(3)The firm also achieved $44 million of the expected $50 million of annualized run-rate expense savings we anticipate for 2024 by further enhancing the firm’s effectiveness and efficiency. | | | • Invesco took several steps to enhance its long-term strategy and align the organization against it. Specifically, Mr. Schlossberg established a new executive leadership team which made meaningful progress in simplifying our operating model and improving out comes for clients, shareholders and employees. Including unifying multiple fixed income and multi-asset investment capabilities into single platforms; further connecting our ETF, model and separately managed accounts capabilities; and globalizing our product and marketing functions. We also continued to make progress on our implementation of the Alpha platform, which will help drive greater efficiency and effectiveness across our investments organization. | | | • Invesco took steps to further strengthen its balance sheet in 2023. At year-end, our cash balance was $1.5 billion, and our credit facility was unused. We have lowered our Net debt(4)significantly and expect to achieve our goal of zero Net debt excluding our preferred stock by the second half of 2024. | | | • The firm maintained robust investment performance in a dynamic market environment, which helped drive strong results for the business and shareholders. At the end of 2023, 64% of Invesco’s actively managed assets were in the top half of peer group or beating benchmark over 3 years and 71% of actively managed assets were in the top half of peer group or beating benchmark over 5 years. During the same period, 42% of actively managed assets were in the top quartile over 3 years, up from 31% at the end of 2021.(5) |

  84. Other NEO pay and performance

    | Stephanie C. Butcher Senior Managing Director and Co-Head of Investments | 2023 Compensation (in 000s) | | Responsibilities Ms. Butcher serves as Senior Managing Director and Co-Head of Investments. Ms. Butcher is responsible for leveraging our global investment platform, overseeing investment performance and quality across our six global investment teams as well as ensuring connectivity between the Investments organizations. She has specific responsibility for equities, multi-asset strategies, investments engagements and services, capital markets and investment risk. | | | Base salary(1) | $500 | | | | Annual incentive award - Cash | $1,564 | | | | Annual time-based equity | $1,173 | | | | Annual performance-based equity | $1,173 | | | | Total annual incentive compensation | $3,910 | | | | 2023 annual incentive target | $4,250 | | | | Total annual incentive compensation as a % of 2023 incentive target | 92% | | | | Total annual compensation | $4,410 | | | | One-time transition equity award | $2,000 | |

  85. Other NEO pay and performance

    | L. Allison Dukes Senior Managing Director and Chief Financial Officer | 2023 Compensation (in 000s) | | Responsibilities Ms. Dukes serves as Senior Managing Director and Chief Financial Officer. Ms. Dukes is responsible for planning, implementing, managing and controlling all corporate financial- related activities of the firm, including strategic and financial planning, investor relations, corporate development, accounting, corporate tax, treasury and procurement as well as global public policy and corporate responsibility. | | | Base salary | $500 | | | | Annual incentive award - Cash | $1,800 | | | | Annual time-based equity | $1,080 | | | | Annual performance-based equity | $1,620 | | | | Total annual incentive compensation | $4,500 | | | | 2023 annual incentive target | $4,500 | | | | Total annual incentive compensation as a % of 2023 incentive target | 100% | | | | Total annual compensation | $5,000 | | | | One-time transition equity award | $2,000 | |

  86. Other NEO pay and performance

    | Andrew T. S. Lo Senior Managing Director and Head of Asia Pacific | 2023 Compensation (in 000s) | | Responsibilities Mr. Lo serves as Senior Managing Director and Head of Asia Pacific. Mr. Lo is responsible for the firm’s operation in the Asia Pacific region where he addresses the large and growing needs of our investors in the region. He works with clients to understand their issues and objectives and finding investment solutions for them. | | | Base salary | $500 | | | | Annual incentive award - Cash | $1,827 | | | | Annual time-based equity | $1,096 | | | | Annual performance-based equity | $1,644 | | | | Total annual incentive compensation | $4,567 | | | | 2023 annual incentive target | $5,250 | | | | Total annual incentive compensation as a % of 2023 incentive target | 87% | | | | Total annual compensation | $5,067 | | | | One-time transition equity award | $2,000 | |

  87. Other NEO pay and performance

    | Douglas J. Sharp Senior Managing Director and Head the Americas and EMEA | 2023 Compensation (in 000s) | | Responsibilities Mr. Sharp serves as Senior Managing Director and Head of the Americas and EMEA. Mr. Sharp is responsible for distributions, marketing, global ETFs capabilities in the Americas and EMEA regions and the firm’s digital wealth businesses. | | | Base salary | $500 | | | | Annual incentive award - Cash | $1,827 | | | | Annual time-based equity | $1,370 | | | | Annual performance-based equity | $1,370 | | | | Total annual incentive compensation | $4,567 | | | | 2023 annual incentive target | $5,250 | | | | Total annual incentive compensation as a % of 2023 incentive target | 87% | | | | Total annual compensation | $5,067 | | | | One-time transition equity award | $2,000 | |

  88. Other NEO pay and performance

    | Tony L. Wong Senior Managing Director and Co-Head of Investments | 2023 Compensation (in 000s) | | Responsibilities Mr. Wong serves as Senior Managing Director and Co-Head of Investments. Mr. Wong is responsible for leveraging our global investment platform, overseeing investment performance and quality across our six global investment teams as well as ensuring connectivity between the Investments organizations. | | | Base salary(1) | $500 | | | | Annual incentive award - Cash | $1,564 | | | | Annual time-based equity | $938 | | | | Annual performance-based equity | $1,408 | | | | Total annual incentive compensation | $3,910 | | | | 2023 annual incentive target | $4,250 | | | | Total annual incentive compensation as a % of 2023 incentive target | 92% | | | | Total annual compensation | $4,410 | | | | One-time transition equity award | $2,000 | |

  89. Other NEO pay and performance

    | | 2023 Key achievements | | | • Successfully completed integration of teams representing approximately $800 million in net revenues. Integration included all dimensions of the business including the implementation of anew fixed income leadership team; an enhanced investment process; and realignment of the macro research, credit research, and portfolio management teams. | | | • Sustained investment performance in Invesco fixed income with competitive peer and benchmark relative performance over1-, 3-, 5- and 10-year periods despite challenges of the macro-economic backdrop relative to the platform’s investment biases. As of December 31, 2023, the percentage of Invesco fixed income AUM in the top half were 85% 1-year, 83% 3-year, 91% 5-year, and 98% 10-year.(2) | | | • Continued strong performance in municipals, Invesco fixed income Europe, macro strategies, and stable value | | | • With respect to Private Markets capabilities, generally, investment performance continues to be solid across real estate and private credit. Regarding private real estate, open-end strategies and separately managed accounts are broadly delivering against their stated objectives or benchmarks. In addition, five of seven current closed-end real estate offerings rank in the top two quartiles versus peers based on vintage dependencies. With respect to private credit, performance is in line with expectations led by the distressed debt/special situations capability where investment results are outperforming peers. | | | • In 2023, significant progress in developing a comprehensive strategy for accelerating growth of our Private Markets business. |

  90. Other NEO pay and performance

    | Step 1 Incentive awards range from 0% to 130% of target | Step 1– approving company scorecard and setting individual annual incentive targets and goals In early 2023, the committee approved the company scorecard and established annual incentive targets (consisting of cash bonus + equity awards) for our CEO and our other executive officers. Actual incentive awards range from 0% to 130% of the target amount based on company and individual performance. The Board also approved the company’s operating plan which is part of the annual goals for the company and the CEO. In consultation with Johnson Associates, the committee’s independent compensation consultant, the incentive targets are based on the executive’s role. See page 51 for the 2023 incentive targets. | | Step 2 Ensuring that our incentive pool and incentive awards are commercially viable | Step 2– setting our company-wide incentive pool In early 2024, based on 2023 financial results and the company’s performance toward achieving its strategic objectives, the committee set the company-wide incentive pool for 2023 at 48% of PCBOI as adjusted.(1) Absolute incentive pools were down year-over-year from 2022. However, as a percentage, the 2023 PCBOI pool was higher than our 5-year average PCBOI given the lower revenue profile but is within our range (described below). All incentive awards, including NEO awards, are paid out of this pool. The committee uses a range of 34%-48% of PCBOI as adjusted in setting the company-wide incentive pool. The range includes the cash bonus, deferred and equity pools, as well as the amounts paid under sales commission plans (in which our NEOs do not participate). The range was determined based on historical data and practices of asset management and other similar financial services firms as analyzed by Johnson Associates and data obtained from the McLagan and Casey Quirk Performance Intelligence Study. Linking the aggregate incentive compensation pool to a defined range of our PCBOI as adjusted ensures incentive compensation is commercially viable. | | | | | | 1. The committee may adjust financial performance measures for unusual, infrequently occurring and nonrecurring items. For purposes of setting the company-wide incentive pool, the committee made adjustments to this financial measure to exclude compensation costs related to executive retirements and organizational changes. |

  91. Other NEO pay and performance

    | Step 3 The company scorecard is a quantitative assessment of company performance | Step 3 – using the company scorecard to assess company performance During the fourth quarter of 2023 and early in 2024, the committee conducted its final quantitative assessment of company performance for 2023 using the company scorecard. The scorecard is based on results achieved and related weightings in the following categories: Financial Performance 66.7% and Organizational Health 33.3%. The outcomes for our 2023 company scorecard have an overall company score of 94%. See page 53 for more information about our company scorecard results. The committee believes that each of the company performance measures supports the key indicators of company success. | | Step 4 The committee applies its qualitative assessment of executive achievements | Step 4 – qualitative assessment of individual performance and determining individual compensation Aligning pay with performance During the fourth quarter of 2023 and early in 2024, following the committee’s approval of the company-wide annual incentive pool, the committee assessed each executive’s performance within the context of: • company performance as detailed on the company scorecard; • each executive’s performance against the executive’s goals; and • each executive’s incentive target range. After the quantitative assessment of company performance, the committee applied its qualitative assessment of each executive officer in setting final annual compensation in order to ensure that outcomes are aligned with company and individual performance and with shareholder interests. Once the committee determined each executive’s total compensation, the committee determined the appropriate mix between cash and equity awards. For all NEOs, at least 60% of their total incentive is delivered in deferred equity of which 60% is a performance-based equity award.(1) |

  92. Other NEO pay and performance

    | 1. | When mandated by local regulatory requirements, 50% of equity awards for executive officers are performance- based and 50% are time-based. |

  93. Compensation components

    | | Component | Purpose | Description | | | Base salary Cash | Provides fixed pay for the performance of day-to-day job duties Sole source of fixed cash compensation | Based on knowledge, skills, experience and scope of responsibility Small portion of total annual compensation Generally, remains static unless there is a promotion or adjustment needed due to industry trends | | | Annual incentive award Cash bonus | Recognizes current year achievement of goals and objectives Aligns with company, business unit and individual performance | Reflects assessment of company and individual performance When mandated by local regulatory requirements, we grant awards denominated in our product fund offerings in lieu of cash bonus. Such awards are settled in cash following a mandatory six-month deferral period | | | Performance-based equity award | Aligns executive with client and shareholder interests Encourages retention by vesting based on time and performance measures | Reflects assessment of company and individual performance 60% of equity awards for executive officers is performance-based.(1)Vesting contingent on adjusted operating margin and relative TSR Our performance-based equity awards have a three-year performance period and three-year cliff-vesting | | | Time-based equity award | Recognizes potential for future contributions to the company’s long-term strategic objectives Aligns executive with client and shareholder interests and encourages retention by vesting over time | Reflects assessment of company and individual performance 40% of equity awards for executive officers is time-based(1) Our time-based equity awards vest over four years in equal annual increments | | | Retirement, health and welfare benefits | Provides market-competitive retirement and health and welfare benefits | Benefits are designed with broader employee population in mind and are not specifically structured for executive officers |

  94. Compensation philosophy

    | • | aligning the interests of our senior-level employees and NEOs with clients and shareholders through long-term equity awards and accumulation of meaningful share ownership; |

  95. Performance-based equity awards

    Performance-based equity awards 60% of equity awards generally is performance-based.(1) Vesting is tied to the following two performance measures — AOM and relative TSR over a three-year period. The committee believes tying vesting to both AOM and relative TSR over a multi-year period aligns with shareholder interests and the following goals with respect to performance-based awards:

  96. Relative TSR

    Relative TSR

  97. Relative TSR

    | • | tracks value created for shareholders as a quantitative measure |

  98. Relative TSR

    | • | aligns with shareholder interests |

  99. AOM

    | • | is improved through effective management over the long-term |

  100. Performance award vesting matrix

    Performance award vesting matrix The number of shares that vest will equal the target award amount multiplied by the vesting percentage associated with the average AOM and relative TSR ranking on the chart below. Vesting may range from 0% to 150%. We believe that the linked vesting performance thresholds provides significant rigor to our incentive program, as payouts are not a range of outcomes but represent specific performance levels. 1. When mandated by local regulatory requirements, 50% of equity awards for executive officers are performance-based and 50% are time-based. In early 2024, the committee, in consultation with Johnson Associates, approved the vesting matrix for performance-based equity awards granted in February 2024 in connection with 2023 pay. As shown below, the vesting matrix continues to use three-year average AOM and relative TSR as measures for the performance-based equity awards. The committee continues to review performance-based equity awards (including performance measures, vesting measures and methodologies) based on industry trends, peer practices and feedback from shareholders and major proxy advisory firms. The committee believes that the vesting matrix aligns with our operating plan and ensures an appropriate level of vesting rigor. The below vesting matrix is for performance-based equity awards granted in February 2024 in connection with 2023 pay.

  101. Performance share vesting: 2024 to 2026 performance period

    Performance share vesting: 2024 to 2026 performance period

  102. Performance share vesting: 2024 to 2026 performance period

    | three-year | Relative TSR | | | | | | average AOM | Lowest | 40% tile | 55% tile | 75% tile | Highest | | ≥ 34% | 100% | 116% | 133% | 142% | 150% | | 33% | 83% | 103% | 122% | 133% | 142% | | 31% | 67% | 90% | 111% | 123% | 133% | | 29% | 50% | 75% | 100% | 113% | 125% | | 27% | 33% | 58% | 83% | 100% | 117% | | 25% | 17% | 42% | 68% | 88% | 108% | | ≤24% | 0% | 25% | 50% | 75% | 100% |

  103. Performance share vesting: 2024 to 2026 performance period

    Vesting percentages between the data points to be determined by straight line interpolation. If Invesco’s relative TSR is the lowest percentile and three-year average AOM is 24% or less, then our CEO and each of our other executives will not be entitled to a distribution of any shares or accrued dividends. In addition, if the company’s three-year absolute TSR is negative, vesting will be capped at 100%. The committee believes that the company’s performance-base equity awards provide potential for both upside and downside based on actual results and demonstrate our pay-for-performance philosophy. Below is a summary of the features of our performance-based equity awards:

  104. Performance share vesting: 2024 to 2026 performance period

    | Performance-based equity award features | | | Performance metrics | AOM and relative TSR | | Performance period | Three years | | Performance vesting range | 0% - 150%; ratable straight-line interpolation used for average AOM and relative TSR results | | Dividends | Deferred and paid only to the extent the award vests | | Settlement | Common shares | | Clawback | Subject to Clawback Policy |

  105. Performance share vesting: 2024 to 2026 performance period

    See page 70 for a list of peers that we use for our performance-based equity awards.

  106. Payout of performance-based equity awards that vested in 2024

    Payout of performance-based equity awards that vested in 2024 Vesting for the performance-based equity awards granted in February 2021 and vested in February 2024 was based on the average AOM and relative TSR over a three-year period. The committee considered adjustments to the three-year average AOM of 34.8% for the impacts of unusual, infrequently occurring and nonrecurring items and approved adjustments to exclude 2023 compensation costs related to executive retirements and organizational changes, resulting in a Scorecard adjusted three-year average AOM of 35.6%. (For a reconciliation and explanation of these non-GAAP measures, please see Appendix A.) Our relative TSR ranking was at the 44th percentile for the three-year period. As a result, the awards vested at 66% in February 2024. The remaining 34% of the awards were forfeited.

  107. 2023 Transition equity awards – a closer look

    2023 Transition equity awards – a closer look In 2023, the compensation committee engaged in a review of the company’s continuity of leadership for the next several years and considered its importance to the company’s growth plan. The committee determined that granting one-time transition equity awards to the executive leadership team was in the best interests of the company and its shareholders as the company transitions from 18 years of leadership by Mr. Flanagan. These one-time transition equity awards acknowledged the executive leadership team’s crucial role in the continued success of the company and sought to ensure continuity in our executive leadership. The committee structured the one-time transition equity awards as time-based rather than performance-based to allow our executive officers to focus on long-term outcomes rather than short-term focus on performance metrics. The committee believes that the company’s annual performance-based equity awards align our executive officers with shareholder interests and drive overall performance.

  108. Factors considered in designing the one-time transition equity awards

    Factors considered in designing the one-time transition equity awards The committee determined to provide the transition awards as a supplement to our 2023 annual compensation program. The committee, in consultation with its compensation consultant, discussed the transition awards across multiple meetings and considered seeking to retain leadership over the time horizon for the next stage of the company’s growth plan. The transition awards were not part of 2023 annual compensation outlined on page 54 and will not be awarded on a recurring basis.

  109. Key terms of one-time transition equity awards

    Key terms of one-time transition equity awards

  110. Key terms of one-time transition equity awards

    | • | Restricted equity awards with three-year cliff vesting. Due to local regulatory requirements, equity awards granted to Ms. Butcher and Mr. Sharp will vest ratably over a 4-year period. |

  111. Key terms of one-time transition equity awards

    | • | Dividends accrue while subject to restriction and are paid only to the extent the award vests. |

  112. Key terms of one-time transition equity awards

    For more information on the transition awards, see Summary compensation table, Grants table and Outstanding awards table.

  113. Role of the independent compensation consultant

    Role of the independent compensation consultant The committee has engaged Johnson Associates, an independent consulting firm, to advise it on non-executive director and executive compensation matters. Johnson Associates assists the committee throughout the year by:

  114. Role of the independent compensation consultant

    | • | providing analysis and evaluation of our overall executive compensation program, including compensation paid to our non-executive directors and executive officers; |

  115. Role of the independent compensation consultant

    | • | attending certain meetings of the committee and periodically meeting with the committee without members of management present; |

  116. Role of the independent compensation consultant

    | • | providing the committee with market data and analysis that compares executive compensation paid by the company with that paid by other firms in the financial services industry, which we consider generally comparable to us; and |

  117. Role of the independent compensation consultant

    | • | providing commentary regarding market conditions, market impressions and compensation trends. |

  118. Role of the independent compensation consultant

    Under the terms of its engagement with the committee, Johnson Associates does not provide any other services to the company unless the committee has approved such services. No such other services were provided in 2023. The committee has considered various factors as required by NYSE rules as to whether the work of Johnson Associates with respect to director and executive compensation-related matters raised any conflict of interest. The committee has determined no conflict of interest was raised by the engagement of Johnson Associates.

  119. Market data

    Market data The committee, with assistance from Johnson Associates, reviews the composition of our peer group to ensure that the group continues to serve as an appropriate market reference for executive compensation purposes. In considering the composition of our peer group, the committee considers a broad set of comparators firms from several perspectives. The committee evaluates business model and scope, historical pay ranges, and competitors with whom we compete for talent. Recent industry consolidation and a corresponding decline in the number of relevant peer firms, have created challenges in identifying a meaningful peer group. During the committee’s peer group assessment in 2021, emphasis was given to a narrower, exclusively investment management focused peer group. The peer group emphasizes pure asset management firms supplemented by firms with significant business overlap and similar scale. The company’s peer group does not solely determine executive pay outcomes but is a reasonable reference point and one of multiple perspectives considered when determining executive (including NEO) pay. Below is the compensation peer group that has been used since 2021 as well as the peer group for performance-based awards granted since February 2022. The peer group for performance-based equity awards is comprised of firms with publicly reported financial results.

  120. Peer group

    Peer group

  121. Peer group

    | • AllianceBernstein(1) | • Goldman Sachs (Asset Management) | • Northern Trust(1) | | • Bank of NY Mellon(1) | • Janus Henderson(1) | • State Street(1) | | • BlackRock(1) | • Lazard(1) | • T. Rowe Price(1) | | • Franklin Resources(1) | • Morgan Stanley (Investment Management) | |

  122. Peer group

    | 1 | Vesting for performance-based equity awards is calculated based on average AOM and the TSR of the company and its designated peer group. The above firms comprise the designated peer group for purposes of determining relative TSR for performance-based equity awards. |

  123. Peer group

    | | Compensation policies and practices |

  124. Summary of executive compensation practices

    | | ✓ Align pay with performance | | | ✓ Link incentive compensation to the firm’s performance | | | ✓ Emphasize deferred compensation with long vesting periods in order to align executive officers with client and shareholder interests | | | ✓ Robust performance measures | | | ✓ Require 60% of equity awards for executive officers to be performance-based(1) | | | ✓ Maintain a Clawback Policy for executive officers for incentive-based compensation | | | ✓ Provide for forfeiture of equity awards upon termination for cause | | | ✓ Annual say-on-pay voting | | | ✓ Conduct a robust outreach program to provide shareholders and major proxy advisory firms with opportunities for feedback and insights on our executive compensation program | | | ✓ Maintain significant stock ownership guidelines for our executive officers and non-executive directors | | | ✓ Maintain a cap on cash bonuses for our executive officers and total compensation cap for our CEO | | | ✓ Utilize “double triggers” for vesting of equity awards in the event of a change in control | | | ✓ Retain an independent compensation consultant to assess our executive compensation program | | | ✓ Assess and mitigate compensation risk |

  125. Summary of executive compensation practices

    | | × No dividends or dividend equivalents on unvested performance-based awards | | | × No tax gross ups | | | × No short selling, hedging or pledging of company stock by insiders | | | × No share recycling | | | × No reloads on stock options or SARs | | | × No supplemental retirement benefits or retirement arrangements | | | × No supplemental severance benefit arrangements outside of standard benefits | | | × No repricing of stock options without shareholder approval | | | × No excessive perquisites |

  126. Clawback Policy

    Clawback Policy All incentive-based compensation (including cash bonus, time-based equity award, and performance-based equity award) that is awarded based wholly, or in part, upon attaining a financial measure received by our executive officers is subject to the company’s Policy for Recoupment of Incentive Compensation (the “Clawback Policy”). The Clawback Policy provides for the forfeiture or “clawback” of incentive-based compensation to the extent practicable in the event that:

  127. Agreements

    | • | received pro-rated cash incentive compensation of $6,980,000 for the period of January 1, 2023 through June 30, 2023 (which was paid in February 2024 in accordance with the company’s annual incentive compensation payment cycle); and |

  128. Agreements

    | • | under the company’s forfeiture appeal policy, received vesting of all of his unvested time-based equity awards as of January 2, 2024 and will receive vesting of all of his unvested performance-based equity awards at target as of July 15, 2024. (See Forfeiture appeal policy below.) |

  129. Agreements

    | • | received a cash bonus of $1,575,000 as incentive compensation in respect of the portion of 2023 he was actively employed (paid upon retirement); and |

  130. Agreements

    | • | under the company’s forfeiture appeal policy, received vesting of all of his unvested time-based equity awards as of January 2, 2024 and will receive vesting of all of his unvested performance-based equity awards as of April 15, 2024. |

  131. Annual incentive award guidelines

    Annual incentive award guidelines Grants of annual incentive awards to our employees (including equity awards to our executive officers) are typically approved by the committee on the date of a scheduled meeting of the committee held in February of each year following the public release of financial results for the prior fiscal year. The grant date of annual equity awards is February 28.

  132. Off-cycle incentive award guidelines

    Off-cycle incentive award guidelines Pursuant to authority delegated by the committee and subject to any limitations that the committee may establish, the plan administrative committee may make off-cycle incentive award grants to persons other than executive officers or non-executive directors in connection with new hires, promotions, special recognition, or other special circumstances. The plan administrative committee is comprised of the CEO, CFO, Chief Human Resources Officer, and General Counsel. Off-cycle incentive awards generally are granted as of the 15th day of the month.

  133. Severance plans

    Severance plans The company maintains severance plans that apply to all employees, including our executive officers. These plans vary depending on the region covered by the plan and determine pay based on years of service in the U.K. and Hong Kong and years of service, base salary and age in the U.S.

  134. Potential payments upon termination or change in control

    Potential payments upon termination or change in control All participants in our global equity incentive plans who hold equity awards, including our NEOs, are eligible, under certain circumstances, for accelerated vesting in the event of a change in control of the company that is followed by involuntary termination of employment other than for “cause” or unsatisfactory performance or by voluntary termination for “good reason” or if such award is not assumed, converted or replaced in connection with the transaction.

  135. Compensation risk assessment

    | • | Consideration of multiple performance metrics in establishing the company-wide annual incentive pool each year, so no one metric creates an undue reward that might encourage excessive risk taking. |

  136. Compensation risk assessment

    | • | The vast majority of investment professional bonus plans have multi-year measurement periods and are weighted to longer-term performance, caps on earnings and discretionary components. |

  137. Compensation risk assessment

    | • | Sales and commission plans generally contain multiple performance measures and discretionary elements. |

  138. Compensation risk assessment

    | • | Executive officers receive a substantial portion of compensation in the form of equity awards that vest over multi-year periods. |

  139. Compensation risk assessment

    | - | Time-based equity awards vest ratably over a four-year period. |

  140. Compensation risk assessment

    | - | Performance-based equity awards for executive officers are subject to a three-year performance period and three-year cliff vesting. |

  141. Compensation risk assessment

    | • | The achievement of financial performance for the performance-based equity awards is certified by the compensation committee. |

  142. Summary compensation table for 2023

    Summary compensation table for 2023 The following table sets forth information about compensation earned by our named executive officers during 2021, 2022 and 2023 in accordance with SEC rules. The information presented below may be different from compensation information presented in this Proxy Statement under the caption Executive compensation — Compensation discussion and analysis, as such section describes compensation decisions made in respect of the indicated year, regardless of when such compensation was actually paid or granted. For an explanation of the principal differences between the presentation in the Compensation discussion and analysis and the table below, please see page 55.

  143. Summary compensation table for 2023

    | Name and principal position | Year | Salary ($)(1) | Share awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Andrew R. Schlossberg(5) | 2023 | 625,000 | 8,323,081 | 2,801,250 | 115,600 | 11,864,931 | | President and Chief | 2022 | 500,000 | 3,449,992 | 1,495,541 | 38,744 | 5,484,277 | | Executive Officer | 2021 | 450,000 | 2,456,963 | 2,100,000 | 67,322 | 5,074,285 | | L. Allison Dukes | 2023 | 500,000 | 3,811,265 | 1,800,000 | 22,824 | 6,134,089 | | Senior Managing Director, | 2022 | 500,000 | 2,649,987 | 1,084,337 | 25,714 | 4,260,038 | | Chief Financial Officer | 2021 | 500,000 | 1,799,990 | 1,500,000 | 24,630 | 3,824,620 | | Stephanie C. Butcher(6) | 2023 | 459,268 | 2,720,849 | 1,564,000 | 12,935 | 4,757,052 | | Senior Managing Director, | | | | | | | | Co-Head of Investments | | | | | | | | Andrew T.S. Lo | 2023 | 500,000 | 4,393,319 | 1,827,000 | 71,540 | 6,791,859 | | Senior Managing Director, | 2022 | 500,000 | 3,499,991 | 1,518,750 | 68,543 | 5,587,284 | | Head of Asia Pacific | 2021 | 461,513 | 2,941,908 | 2,100,000 | 68,683 | 5,572,104 | | Douglas J. Sharp(6) | 2023 | 500,000 | 3,603,720 | 1,827,000 | 50,193 | 5,980,913 | | Senior Managing Director, | | | | | | | | Head of the Americas and EMEA | | | | | | | | Tony L. Wong(6) | 2023 | 481,250 | 2,299,446 | 1,564,000 | 23,478 | 4,368,174 | | Senior Managing Director, | | | | | | | | Co-Head of Investments | | | | | | | | Retired executive officers | | | | | | | | Martin L. Flanagan(7) | 2023 | 790,000 | 9,430,685 | 6,980,000 | 154,134 | 17,354,819 | | Chairman Emeritus and | 2022 | 790,000 | 11,199,979 | 3,063,000 | 120,166 | 15,173,146 | | Retired President and | 2021 | 790,000 | 7,216,998 | 4,800,000 | 90,754 | 12,897,752 | | Chief Executive Officer | | | | | | | | Gregory G. McGreevey(7) | 2023 | 375,000 | 3,942,100 | 1,575,000 | 26,838 | 5,918,938 | | Retired Senior Managing | 2022 | 500,000 | 4,249,975 | 2,015,603 | 32,946 | 6,798,524 | | Director, Investments | 2021 | 450,000 | 3,149,966 | 2,800,000 | 44,807 | 6,444,773 |

  144. Summary compensation table for 2023

    | 1. | For each of the named executive officers, includes salary that was eligible for deferral, at the election of the named executive officer, under our 401(k) plan or similar retirement savings plan in the named executive officer’s country. For Ms. Butcher and Mr. Sharp, base salary was converted from U.S. dollars to Sterling using a fixed exchange rate of 1:0.8. For Mr. Lo, (i) for 2021, base salary was converted from Hong Kong dollars to U.S. dollars using an average annual exchange rate and (ii) for 2022 and 2023, base salary was converted from U.S. dollars to Hong Kong dollars using a fixed exchange rate of 1:7.8. |

  145. Summary compensation table for 2023

    | 2. | For share awards granted in 2023, includes: |

  146. Summary compensation table for 2023

    | • | Annual time-based equity awards. Each of the named executive officers received an annual time-based equity award that vests in four equal annual installments on each anniversary of the date of grant. For each of the NEOs other than Messrs. Flanagan and McGreevey, the grant date fair value is based on the closing stock price on the date of grant. With respect to Messrs. Flanagan and McGreevey, see footnote 7. |

  147. Summary compensation table for 2023

    | • | Annual performance-based equity awards. Messrs. Schlossberg, Lo, Sharp and Wong and Ms. Dukes each received an annual performance-based equity award that is subject to a three-year performance period (2023-2025) and vests on February 28, 2026. The grant date fair value of performance-based awards granted in 2023 reflect 90.9% probability of achieving the target. If the target level (100%) of performance had been assumed, the grant date fair value of the performance-based awards would have been (i) $1,474,169 for Mr. Schlossberg, (ii) $1,149,383 for Ms. Dukes, (iii) $1,518,742 for Mr. Lo, and (iv) $839,998 for Mr. Sharp. If the maximum level of performance had been assumed, the grant date fair value of the performance-based awards would have been: (i) $2,211,253 for Mr. Schlossberg; (ii) $1,724,075 for Ms. Dukes; (iii) $2,278,114 for Mr. Lo; and (iv) $1,259,988 for Mr. Sharp. |

  148. Summary compensation table for 2023

    | • | Transition time-based equity awards. As previously described, transition awards were granted to the executive leadership team to ensure leadership continuity, enhance retention over the next three years and reinforce the execution of strategic growth following the retirement of our former CEO. With respect to Messrs. Schlossberg, Lo, Wong and Ms. Dukes, their transition time-based equity awards vest on the third anniversary of the date of grant. With respect to Ms. Butcher and Mr. Sharp who are each subject to local regulatory remuneration requirements, their time-based transition equity awards vest 25% each year on the anniversary of the date of grant. For each of the NEOs who received a transition time-based equity award, the grant date fair value is based on the closing stock price on the date of grant. Messrs. Flanagan and McGreevey did not receive a transition time-based award. |

  149. Summary compensation table for 2023

    The amounts disclosed do not reflect the value realized by the named executive officers. For additional information, please see Grants of plan-based share awards for 2023 below for information about the number of shares underlying each of the equity awards.

  150. Summary compensation table for 2023

    | 3. | For NEOs other than Mr. McGreevey, reflects cash bonus award earned for the year and paid in February of the following year. With respect to the cash bonus for Mr. McGreevey in 2023, reflects cash bonus earned for the year and paid following his retirement in 2023. |

  151. Summary compensation table for 2023

    | 4. | The table below reflects the items that are included in the All Other Compensation column for 2023. |

  152. Summary compensation table for 2023

    | 5. | Mr. Schlossberg became President and Chief Executive Officer effective June 30, 2023. |

  153. Summary compensation table for 2023

    | 6. | Ms. Butcher, Mr. Sharp and Mr. Wong were not named executive officers until 2023. As a result, compensation data for 2021 and 2022 are not required to be reported. |

  154. Summary compensation table for 2023

    | 7. | Mr. Flanagan retired from the company on December 31, 2023. Under the terms of our forfeiture appeal policy and his retirement agreement with the company, his equity awards previously granted were modified so that they were no longer subject to risk of forfeiture as of February 7, 2023, although they remained subject to restrictions on transfer for a period of time. The incremental compensation resulting from this modification is reflected below and included in the “Stock Awards” column for 2023. See Agreements – Martin L. Flanagan Agreement for more information. |

  155. Summary compensation table for 2023

    Mr. McGreevey retired from the company on October 1, 2023. Under the terms of our forfeiture appeal policy and his retirement agreement with the company, his equity awards previously granted were modified so that they were no longer subject to risk of forfeiture as of February 7, 2023, although they remained subject to restrictions on transfer for a period of time. The incremental compensation resulting from this modification is reflected below and included in the “Stock Awards” column for 2023. See Agreements – Gregory G. McGreevey Agreement for more information. The following table sets forth information about the impact of these modifications.

  156. Summary compensation table for 2023

    | Name | Number of shares previously granted subject to modification | Incremental compensation due to modification | | Martin L. Flanagan | 799,187 | $2,283,718 | | Gregory G. McGreevey | 322,865 | $882,717 |

  157. 1. 2023 Award types

    1. 2023 Award types All equity awards were granted under our 2016 Global Equity Incentive Plan. Equity awards are subject to transfer restrictions and generally are subject to forfeiture prior to vesting upon a recipient’s termination of employment. During the 24-month period following a change in control, all equity awards immediately vest upon the recipient’s termination of employment (i) by the company without cause or unsatisfactory performance, or (ii) by the recipient for good reason. Time-based annual equity awards. Time-based year-end equity awards vest 25% each year on the anniversary of the date of grant. All dividends and dividend equivalents are paid at the same rate as on our common shares. With respect to Ms. Butcher and Mr. Sharp who are each subject local regulatory remuneration requirements, dividends accrue and are paid at the time of distribution. With respect to the NEOs other than Ms. Butcher and Mr. Sharp, dividends are paid on a current basis. Performance-based annual equity awards. Year-end performance-based equity awards are subject to a three-year performance period (2023-2025) and are scheduled to vest on February 28, 2026. Dividends are deferred and are paid at the same rate as on our common shares if and to the extent the award vests. Time-based transition equity awards. With respect to Ms. Butcher and Mr. Sharp who are each subject local regulatory remuneration requirements, their time-based transition equity awards vest 25% each year on the anniversary of the date of grant. With respect to the NEOs other than Ms. Butcher and Mr. Sharp, their time-based transition equity awards vest on the third anniversary of the date of grant. Dividends on the time-based equity awards are deferred and paid at the time of distribution

  158. 1. 2023 Award types

    | 2. | Estimated future payouts under equity incentive plan awards. The share amounts shown under these columns represent potential threshold, target and maximum share payout amounts for achievement of performance levels for awards granted. With respect to the NEOs other than Messrs. Flanagan and McGreevey, the actual number of shares that vest is determined by AOM and relative TSR multipliers, ranging from 0% to 150% of target levels. |

  159. 1. 2023 Award types

    | 3. | Grant date fair value. For time-based annual equity awards and time-based transition equity awards, the grant date fair value is based on the closing stock price on the date of grant. The grant date fair value of performance-based awards granted in 2023 reflect 90.9% probability of achieving the target. With respect to Messrs. Flanagan and McGreevey, see footnote 4 below. |

  160. 1. 2023 Award types

    | 4. | Mr. Flanagan retired from the company on December 31, 2023. Under the terms of our forfeiture appeal policy and his retirement agreement with the company, his equity awards were no longer subject to risk of forfeiture as of February 7, 2023, although they remained subject to restrictions on transfer for a period of time. See Agreements – Martin L. Flanagan Agreement for more information. |

  161. 1. 2023 Award types

    Mr. McGreevey retired from the company on October 1, 2023. Under the terms of our forfeiture appeal policy and his retirement agreement with the company, his equity awards were no longer subject to risk of forfeiture as of February 7, 2023, although they remained subject to restrictions on transfer for a period of time. See Agreements-Gregory G. McGreevey Agreement for more information.

  162. Potential payments upon termination or change in control for 2023

    Potential payments upon termination or change in control for 2023 The following table summarizes the estimated payments to be made to each NEO under each agreement, plan or arrangement in effect as of December 31, 2023, which provides for payments at, following or in connection with a termination of employment or change in control. The information in the table reflects an assumed termination of employment on December 31, 2023. Values shown with respect to equity awards are based on the per share closing price of our common shares on December 29, 2023 (which was $17.84) or, with respect to notional fund awards, are based on the closing price of the underlying fund(s) on December 29, 2023. Messrs. Flanagan and McGreevey each retired from the company in 2023. See Agreements - Martin L. Flanagan Retirement Agreement and Gregory G. McGreevey Retirement Agreement for more information.

  163. Potential payments upon termination or change in control for 2023

    | Name(1) | Involuntary termination other than for cause or unsatisfactory performance ($)(2) | Involuntary termination following a change in control ($)(3) | Death or disability ($) | Voluntary resignation / termination for cause or unsatisfactory performance ($) | | Andrew R. Schlossberg | | | | | | Equity awards(4) | 13,326,498 | 13,326,498 | 13,326,498 | — | | Notional fund awards | — | — | — | — | | L. Allison Dukes | | | | | | Equity awards(4) | 8,167,706 | 8,167,706 | 8,167,706 | — | | Notional fund awards | — | — | — | — | | Stephanie C. Butcher | | | | | | Equity awards(4) | 3,460,086 | 3,460,086 | 3,460,086 | — | | Notional fund awards | 1,899,129 | 1,899,129 | 1,899,129 | — | | Andrew T.S. Lo | | | | | | Equity awards(4) | 9,614,030 | 9,614,030 | 9,614,030 | — | | Notional fund awards | — | — | — | — | | Douglas J. Sharp | | | | | | Equity awards(4) | 6,675,817 | 6,675,817 | 6,675,817 | — | | Notional fund awards | — | — | — | — | | Tony L. Wong | | | | | | Equity awards(4) | 2,520,400 | 2,520,400 | 2,520,400 | — | | Notional fund awards | 3,785,240 | 3,785,240 | 3,785,240 | — |

  164. Potential payments upon termination or change in control for 2023

    | 1. | Each of the NEOs other than Messrs. Flanagan and McGreevey is a party to an agreement that provides for a termination notice period of either six or twelve months. Following a notice of termination, the employee would continue to receive salary and benefits compensation, and the vesting periods with respect to any outstanding incentive awards would continue to run, in the normal course until the date of termination. In accordance with SEC rules, the information presented in this table assumes a termination date of December 31, 2023, and that the applicable notice had been given prior to such date. |

  165. Potential payments upon termination or change in control for 2023

    | 2. | Assumes termination by the company other than for cause or unsatisfactory performance. Amounts are payable as of termination and are subject to the NEO’s (i) release of claims against the company and (ii)) continued compliance with covenants restricting the named executive officer’s solicitation of clients or employees for a period of six months following termination and an evergreen provision regarding nondisclosure of confidential information following termination. When mandated by local regulatory requirements, incentive award agreement provides for continued vesting. |

  166. Potential payments upon termination or change in control for 2023

    We do not provide excise tax “gross ups.”

  167. Potential payments upon termination or change in control for 2023

    | 3. | Payment is as of termination and made in the event that (i)) the incentive award was not assumed, converted or replaced in connection with a change in control, or (ii) during the 24-month period following a change in control, upon a termination of employment (a) by the company other than for cause or unsatisfactory performance, or (b) by the recipient for good reason. When mandated by local regulatory requirements, incentive award agreement provides for continued vesting. |

  168. Potential payments upon termination or change in control for 2023

    We do not provide excise tax “gross ups.”

  169. Potential payments upon termination or change in control for 2023

    | 4. | With respect to outstanding performance-based equity awards, value reflects target level of performance. When mandated by local regulatory requirements, the number of shares received following the end of the performance period is based on the company’s actual performance over the duration of the performance period. |

  170. Potential payments upon termination or change in control for 2023

    CEO pay ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K of the Exchange Act, we are providing the following information about the relationship of the annual total compensation of Mr. Andrew R. Schlossberg, our Chief Executive Officer (our “CEO”), and our employees (other than our CEO): For 2023, our last completed year:

  171. Potential payments upon termination or change in control for 2023

    | • | the annual total compensation of our median employee (other than our CEO), was $111,480, and |

  172. Potential payments upon termination or change in control for 2023

    | • | the annual total compensation of our CEO for purposes of calculating the CEO pay ratio was $11,989,931. |

  173. Potential payments upon termination or change in control for 2023

    As a result for 2023, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee (other than our CEO) was 108 to 1.

  174. Pay versus performance

    Pay versus performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and of Regulation S-K of the Exchange Act, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the company. For further information concerning the company’s variable pay-for-performance philosophy and how the company aligns executive compensation with the company’s performance, refer to Executive Compensation – Compensation Discussion and Analysis.

  175. Pay versus performance

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year (a) | Summary compensation table total for first PEO ($) 1 (b1) | Summary compensation table total for second PEO ($) 1 (b2) | Compensation actually paid to first PEO ($) 2 (c1) | Compensation actually paid to second PEO ($) 2 (c2) | Average summary compensation table total for non-PEO NEOs ($) 3 (d) | Average compensation actually paid to non-PEO NEOs ($) 4 (e) | Total shareholder return ($) 5 (f) | Peer group total shareholder return ($) 6 9 (g) | Net income/ (loss) ($M) 7 (h) | Company selected measure-adjusted operating margin(%) 8 (i) | | 2023 | 17,354,819 | 11,864,931 | 18,005,113 | 11,533,698 | 5,658,504 | 5,387,543 | 118 | 135 | (168.2) | 30.4 | | 2022 | 15,173,146 | N/A | 6,359,694 | N/A | 5,532,531 | 2,549,789 | 114 | 119 | 925.5 | 34.8 | | 2021 | 12,897,752 | N/A | 21,171,173 | N/A | 5,228,946 | 8,067,761 | 140 | 155 | 1,969.4 | 41.5 | | 2020 | 11,747,102 | N/A | 11,869,332 | N/A | 4,380,258 | 4,901,847 | 103 | 117 | 807.5 | 37.0 |

  176. Pay versus performance

    | 1. (b1) | represents the amounts of total compensation reported for Mr. Flanagan, who retired as President and Chief Executive Officer effective June 30, 2023, for each corresponding year in the “Total” column of the Summary Compensation Table. Fiscal year 2023 includes compensation related to Mr. Flanagan’s retirement agreement. See Summary Compensation Table for additional information. |

  177. Pay versus performance

    | (b2) represents the amounts of total compensation reported for Mr. Schlossberg, who succeeded Mr. Flanagan as President and Chief Executive Officer effective June 30, 2023, for the corresponding year in the “Total” column of the Summary Compensation Table. See Summary Compensation Table for additional information. |

  178. Pay versus performance

    | 2. (c1) | represents the amount of “compensation actually paid” to Mr. Flanagan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Flanagan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Flanagan’s total compensation to determine the “compensation actually paid”: |

  179. Pay versus performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reduced by the Reported Value of Equity Awards ($) (aa) | Increased by Equity Award Adjustments ($) (bb) | Compensation Actually Paid to PEO ($) | | 2023 | 17,354,819 | 9,430,685 | 10,080,979 | 18,005,113 |

  180. Pay versus performance

    | (aa) The grant date fair value of equity awards represents the total of the amounts reported in the “Share Awards” column in the Summary Compensation Table for the applicable year. |

  181. Pay versus performance

    | (bb) The equity award adjustments for the applicable year include the addition (or subtraction, as applicable) of: |

  182. Pay versus performance

    | Year | Year End Fair Value of Equity Awards Granted During the Year and Unvested ($) (i) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) (ii) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) (iii) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) (iv) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) (v) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation (vi) | Total Equity Award Adjustments ($) | | 2023 | 7,365,503 | 2,444,386 | 0 | (91,849) | 0 | 362,939 | 10,080,979 |

  183. Pay versus performance

    | (i) the year-end fair value of equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; |

  184. Pay versus performance

    | (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of awards granted in prior years that are outstanding and unvested; |

  185. Pay versus performance

    | (iii) | for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; |

  186. Pay versus performance

    | (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; |

  187. Pay versus performance

    | (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and |

  188. Pay versus performance

    | (vi) the amount of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such awards or included in any other component of total compensation for the applicable year. |

  189. Pay versus performance

    | (c2) represents the amount of “compensation actually paid” to Mr. Schlossberg, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Schlossberg during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Schlossberg’s total compensation for to determine the “compensation actually paid”: |

  190. Pay versus performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reduced by the Reported Value of Equity Awards ($) (aa) | Increased by Equity Award Adjustments ($) (cc) | Compensation Actually Paid to PEO ($) | | 2023 | 11,864,931 | 8,323,081 | 7,991,848 | 11,533,698 |

  191. Pay versus performance

    | (cc) The equity award adjustments include the addition (or subtraction, as applicable) of: |

  192. Pay versus performance

    | Year | Year End Fair Value of Equity Awards Granted During the Year and Unvested ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments ($) | | 2023 | 8,480,128 | (246,315) | 0 | (96,682) | (349,435) | 204,152 | 7,991,848 |

  193. Pay versus performance

    | 3. (d) | represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Flanagan for 2020- 2023 and Mr. Schlossberg for 2023) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Flanagan) are: |

  194. Pay versus performance

    | Name and title | 2023 | 2022 | 2021 | 2020 | | Stephanie Butcher, SMD and Co-Head of Investments | ● | | | | | L. Allison Dukes, Senior Managing Director and Chief Financial Officer | ● | ● | ● | ● | | Andrew T.S. Lo, Senior Managing Director and Head of Asia Pacific | ● | ● | ● | ● | | Gregory G. McGreevey 1 , Senior Managing Director, Investments | ● | ● | ● | ● | | Doug Sharp, SMD and Head of Americas and EMEA | ● | | | |

  195. Pay versus performance

    | Name and title | 2023 | 2022 | 2021 | 2020 | | Andrew R. Schlossberg 2 , Senior Managing Director, Head of the Americas | | ● | ● | ● | | Loren M. Starr 3 , Retired Vice Chair, Former Senior Managing Director and Chief Financial Officer | | | | ● | | Tony Wong , SMD and Co-Head of Investments | ● | | | |

  196. Pay versus performance

    | 1. | Mr. McGreevey retired as Senior Managing Director - Investments from the company on February 8, 2023. |

  197. Pay versus performance

    | 2. | Mr. Schlossberg succeeded Mr. Flanagan as President and CEO and as a member of the Board of Directors effective June 30, 2023. |

  198. Pay versus performance

    | 3. | Mr. Starr transitioned from his role as Senior Managing Director and Chief Financial Officer to an executive advisory role of Vice Chair effective August 1, 2020. He served as Vice Chair until his retirement from the company on March 1, 2021. |

  199. Pay versus performance

    | 4. (e) | represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Flanagan and Mr. Schlossberg), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Flanagan and Mr. Schlossberg) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Flanagan and Mr. Schlossberg) to determine the compensation actually paid, using the same methodology described above in Note 2: |

  200. Pay versus performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs (dd) | Reduced by the Average Reported Value of Equity Awards | Increased by the Average Equity Award Adjustments (ee) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | 5,658,504 | 3,461,783 | 3,190,822 | 5,387,543 |

  201. Pay versus performance

    | (dd) Includes compensation related to Mr. McGreevey’s Retirement Agreement. |

  202. Pay versus performance

    | (ee) The equity award adjustments include the addition (or subtraction, as applicable) of: |

  203. Pay versus performance

    | Year | Average Year End Fair Value of Equity Awards Granted During the Year and Unvested ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments ($) | | 2023 | 3,266,998 | 3,858 | 0 | (44,796) | (143,331) | 108,093 | 3,190,822 |

  204. Pay versus performance

    | 5. (f) | is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  205. Pay versus performance

    | 6. (g) | represents the weighted compensation peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. |

  206. Pay versus performance

    | 7. (h) | represents the amount of Net income/(loss) reflected in the Company’s audited financial statements for the applicable year. |

  207. Pay versus performance

    | 8. (i) | represents the Adjusted operating margin for 2020 -2022, which is equal to Adjusted operating revenues divided by Net revenues and Scorecard adjusted operating margin in 2023, which is equal to Scorecard adjusted operating income divided by Net revenues. These are non-GAAP financial measures. Refer to Appendix A – Schedule of non-GAAP information for further information regarding the calculation of this performance measure. The company uses numerous key performance indicators, both financial and non-financial, for the purpose of evaluating performance. For purposes of the Pay versus Performance table, the company determined the performance measure that is the most relevant is Scorecard adjusted operating margin. |

  208. Analysis of the information presented in the Pay versus Performance Table

    Analysis of the information presented in the Pay versus Performance Table As noted above, our executive compensation program is designed to align executive compensation with the long-term interests of our shareholders and includes several key financial performance measures, both financial and non-financial, that the committee believes are indicators of the overall health of the firm. In addition to these indicators, the individual performance of each executive is also taken into account. See