DEF 14A of Invesco Ltd.
Filed Apr 2, 2026 · FY20250001193125-26-140019
Frequently requested information
| Board oversight | 26 | Cyber Security | 28 | | Board skills and matrix | 10 | Pay vs. performance | 78 | | Stock ownership guidelines for NEDs | 20 | Stock ownership guidelines for NEOs | 67 |
Contents
| Proxy Statement summary | 1 | | Proposal No. 1 – Election of directors | 8 | | Board of Directors | 11 | | Nominee biographies | 11 | | Director independence | 17 | | Board meetings and annual general meeting of shareholders | 17 | | Service on other public company boards | 17 | | Committee membership and meetings | 17 | | The Audit Committee | 18 | | The Compensation Committee | 18 | | The Nomination and Corporate Governance Committee | 19 | | Director compensation | 19 | | Corporate governance | 22 | | Corporate governance guidelines | 23 | | Code of conduct and directors’ code of conduct | 23 | | Board leadership structure | 23 | | Director recruitment | 23 | | Director orientation and continuing education and development | 24 | | Board evaluation process | 25 | | Shareholder engagement | 25 | | Communications with the Chair and other non-executive directors | 26 | | Board’s role in risk oversight | 26 | | Our risk management framework | 28 | | Invesco’s corporate stewardship | 29 | | Human capital management | 30 | | Compensation committee interlocks and insider participation | 31 | | Certain relationships and related transactions | 31 | | Related person transaction policy | 34 | | Security ownership of principal shareholders | 35 | | Security ownership of management | 36 | | Our executive officers | 37 |
Director nominees highlights
Director nominees highlights
Director nominees highlights
| Average director nominee tenure on the Board 7 YEARS Average director nominee age 65 YEARS Number of new independent directors in the last four years 4 | Director nominees composition | | | | Director nominees tenure on the Board | Director nominees independence |
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 dot in the chart below indicates the director has meaningful expertise in the subject area on which the Board relies.
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 | | – | 1 | 1 | 1 | 1 | – | 1 | 1 | 2 | 1 | 2 |
Qualifications, skills and experience of director nominees
Board of Directors
Nominee biographies
Nominee biographies
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: 67 Tenure: 9 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. | | | In 2018, Ms. Beshar 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, and is currently Chair of the Audit Committee. Ms. Beshar is also a former 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. |
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: 62 Tenure: 6 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 Atrium Foundation and Change Please USA and a Trustee of Davidson College. He also serves on the Board of Visitors of the Fuqua School of Business, Duke University and is a member of the Investment Committee of the Roman Catholic Diocese. 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 served as a director of Alliance Entertainment Holding Corporation from 2023 to 2025 and as Executive Chair of the Board of Aimia Inc. from 2024 to 2025. He currently serves as a director of Venu Holdings Corporation. | | 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: 69 Tenure: 3 years | | | Thomas (“Todd”) P. Gibbons has served as a non-executive director since 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 as BNYM’s Chief Financial Officer from 2008 through 2017. 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 served as a financial services executive and has 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 2023. |
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: 67 | Tenure: 7 years | | | William 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 human resources 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: 54 | Tenure: 3 years | | | Elizabeth S. Johnson has served as a non-executive director of our company since 2023. Ms. Johnson retired as Chief Experience Officer and Vice Chair of Citizens Financial Group, Inc. (“Citizens Financial”) in 2025. She had held the role of Chief Experience Officer since 2020 and the role of Vice Chair since 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. 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 served as a financial services executive and has 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. • Public company board experience: Ms. Johnson currently serves as a member of the Board of Directors of BILL Holdings, Inc. (compensation committee). | | |
Nominee biographies
| Andrew R. Schlossberg President and Chief Executive Officer Qualifications: • Public company executive • Executive strategy and execution • Industry experience • International experience • Marketing and client focus • Regulatory - government and legal | Andrew R. Schlossberg | Age: 52 | Tenure: 3 years(1) | | | Andrew Schlossberg has served as President and Chief Executive Officer of the company and a member of the Board since 2023. Prior to being named CEO, Mr. Schlossberg was Senior Managing Director and Head of the Americas from 2019 to 2023, where he oversaw the region as well as the global exchange-traded funds business and other enterprise-wide functions. He previously served as Senior Managing Director and Head of Europe, Middle East and Africa from 2015 to 2019, where he was responsible for all aspects of the business in the region. Mr. Schlossberg joined Invesco in 2001. Mr. Schlossberg began his career as an equity research analyst with Citigroup Asset Management and its predecessors. Mr. Schlossberg currently serves as the Chair of the Board of Governors and the Executive Committee of the Investment Company Institute. He is also a member of the Business Roundtable and the US-China Business Council. Civically, Mr. Schlossberg is the Chair of the Board and a member of the Executive Committee of the Atlanta Committee for Progress; a member of the Executive Board and Board of the Metro Atlanta Chamber of Commerce; and serves on the Board of the Woodruff Arts Center. Mr. Schlossberg 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 2023 and has been with Invesco for 25 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: 72 | Tenure: 11 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. He is a visiting professor at King’s College, London and serves on the Advisory Boards of BritishAmerican Business and the Centre for European Reform. Sir Nigel is an Honorary Bencher of the Middle Temple, one of London’s legal inns of court. He 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. | | |
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: 62 | Tenure: 5 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, a position she has held 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. 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 committee) 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: 73 | Tenure: 13 years | | | G. Richard (“Rick”) Wagoner, Jr. has served as Chair of our company since 2019 and asa 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. 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 Business Leaders’ Advisory Council for the Mayor of Shanghai 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 ChargePoint Holdings, Inc. (nomination and corporate governance committee) since 2017. | | |
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: 68 | Tenure: 5 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 as Vice Chair of 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: 72 | Tenure: 16 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. Ms. Wood also has served as Chief Executive Officer of KirtleyWood LLC, a board advisory firm, since 2025. 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 Chair of the Board of Directors 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 is a member of the North American Advisory Council of Chatham House, a British think tank, and Treasurer of the Chatham House Foundation. She 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), and PPL Corporation (people and compensation, safety, executive and governance, nominating and sustainability (Chair) committees). She also previously served on the Board of Pioneer Natural Resources from 2013 to 2024. | | |
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:
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; |
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 |
Director compensation
| • | that non-executive directors’ independence may be compromised or impaired if director compensation exceeds customary levels. |
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 65 for a list of our 2025 compensation benchmarking peers. For 2026, the compensation committee approved an increase to the basic share fee to further reinforce long-term alignment with shareholders and to ensure that our director compensation program remains competitive in attracting and retaining highly qualified non-executive directors amid evolving board expectations. In connection with this increase, the compensation committee also approved a reduction to the Board Chair fee to better balance overall compensation levels. Additionally, to appropriately reflect the expanding responsibilities and time commitments associated with key board leadership roles, the committee approved targeted increases to the Nominating and Governance Committee Chair fee and the Compensation Committee Chair fee. Each component other than the equity award is paid in quarterly installments in arrears.
Director compensation
| | 2025 | 2026 | | Basic cash fee | Non-executive directors received an annual basic fee paid in cash in the amount of $120,000 | No change | | Chair fee | The Chair of the Board received an additional annual cash fee of $230,000 | Reduced the annual cash fee to $205,000 | | Audit Committee Chair fee | The Chair of the audit committee received an additional annual cash fee of $50,000 | No change |
Director compensation
| | 2025 | 2026 | | 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 | Increased the Chair of the compensation committee and the Chair of the nomination and corporate governance committee annual cash fee to $25,000 | | 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 | Increased the non-executive director annual award of shares in the aggregate amount to $220,000. Equity awards are paid for service in advance and subject to a one-year vesting requirement. |
Director compensation
We also reimburse each of our non-executive directors for their travel expenses incurred in connection with attendance at Board of Directors and committee meetings. Directors do not receive any meeting or attendance fees. Invesco does not have a deferred compensation plan for its directors.
Director compensation table
Director compensation table The following table sets forth the compensation paid to our non-executive directors during 2025.
Director compensation table
| Name | Fees earned or paid in cash ($)(1) | Share awards ($)(2) | Total ($) | | Sarah E. Beshar | 140,000 | 194,993 | 334,993 | | Thomas M. Finke | 120,000 | 194,993 | 314,993 | | Thomas P. Gibbons | 120,000 | 194,993 | 314,993 | | William F. Glavin, Jr. | 140,000 | 194,993 | 334,993 | | Elizabeth S. Johnson | 120,000 | 194,993 | 314,993 | | Sir Nigel Sheinwald | 120,000 | 194,993 | 314,993 | | Paula C. Tolliver | 120,000 | 194,993 | 314,993 | | G. Richard Wagoner, Jr. | 350,000 | 194,993 | 544,993 | | Christopher C. Womack | 120,000 | 194,993 | 314,993 | | Phoebe A. Wood | 170,000 | 194,993 | 364,993 |
Director compensation table
| 1. | Includes the annual basic cash fee and, as applicable, Chair of the Board fee and committee Chair fees. |
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. For all amounts shown, reflects the annual grant of an equity award in the amount of 12,728 shares of common stock. As of December 31, 2025, for each of the non-executive directors, all equity awards granted during 2025 were outstanding. |
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 in 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 non-executive directors meeting the requirements of the policy as of December 31, 2025 based on the closing price of our common shares on the NYSE on that date, which was $26.27. Beginning in 2026, the required ownership level was increased to five times the value of the basic cash fee, and each non-executive director will be expected to meet this enhanced requirement within the same policy timeframes. Increasing the ownership requirement to this level reinforces the Board’s commitment to sustained shareholder value creation, reflects the growing responsibilities and oversight demands placed on public company directors, and supports strong corporate governance practices.
BOARD OF DIRECTORS
BOARD OF DIRECTORS
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 of the management of material risks with respect to the company’s business, including business strategy, financial performance, investments, operations, technology (including cybersecurity and AI), regulatory compliance, governance and human capital management | 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 |
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 |
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:
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; |
MassMutual Shareholder Agreement
| • | any form of business combination or similar or other extraordinary transaction involving Invesco or any subsidiary of Invesco; |
MassMutual Shareholder Agreement
| • | any form of restructuring, recapitalization or similar transaction with respect to Invesco or any subsidiary of Invesco; |
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; |
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 |
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. |
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. 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:
MassMutual Shareholder Agreement
| • | change its capital structure in a manner that would be reasonably likely to result in certain corporate credit rating downgrades; |
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; |
MassMutual Shareholder Agreement
| • | adopt a shareholder rights plan; |
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| • | make (or permit any of its material subsidiaries to make) any voluntary bankruptcy or similar filing or declaration; |
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; |
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; |
MassMutual Shareholder Agreement
| • | materially alter Invesco’s principal line of business; or |
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. |
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
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. |
MassMutual Shareholder Agreement
Security ownership of principal shareholders The following table sets forth the common shares beneficially owned as of February 17, 2026 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 443,320,827 common shares outstanding as of February 17, 2026.
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 | 81,405,947(2) | 18.4% | | The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355 | 51,454,867(3) | 11.6% | | BlackRock, Inc. 50 Hudson Yards, New York, NY 10001 | 36,357,279(4) | 8.2% |
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. |
MassMutual Shareholder Agreement
| 2. | Based on information known to us and a Schedule 13D/A filed with the SEC on June 15, 2022, by Massachusetts Mutual Life Insurance Company, on behalf of itself and certain of its affiliates (collectively “MassMutual”). MassMutual has sole voting power with respect to 81,354,032 common shares of Invesco and sole dispositive power with respect to 81,405,947 common shares of Invesco. |
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. |
MassMutual Shareholder Agreement
| 4. | On April 23, 2025, 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 35,102,265 common shares of Invesco and sole dispositive power with respect to 36,357,279 common shares of Invesco. |
MassMutual Shareholder Agreement
Security ownership of management The following table lists the common shares beneficially owned as of February 17, 2026 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 443,320,827 of the company’s common shares outstanding on February 17, 2026. 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 17, 2026, 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 17, 2026, no individual director or named executive officer owned beneficially 1% or more of our common shares. Our current directors and executive officers as a group owned approximately 1.4% of our outstanding common shares.
MassMutual Shareholder Agreement
| Name | Common shares beneficially owned | Deferred share awards | Total | | Sarah E. Beshar | 107,054 | — | 107,054 | | Thomas M. Finke | 56,126 | — | 56,126 | | Thomas P. Gibbons | 39,090 | — | 39,090 | | William F. Glavin, Jr. | 72,972 | — | 72,972 | | Elizabeth S. Johnson | 40,658 | — | 40,658 | | Andrew R. Schlossberg | 814,083 | 1,017,363 | 1,831,446 | | Sir Nigel Sheinwald | 93,856 | — | 93,856 | | Paula C. Tolliver | 58,161 | — | 58,161 | | G. Richard Wagoner, Jr. (1) | 114,758 | — | 114,758 | | Christopher C. Womack | 51,805 | — | 51,805 | | Phoebe A. Wood | 101,999 | — | 101,999 | | Stephanie C. Butcher | 29,855 | 351,375 | 381,230 | | L. Allison Dukes | 296,766 | 444,510 | 741,276 | | Andrew T.S. Lo | 447,184 | 590,346 | 1,037,530 | | Douglas J. Sharp | 15,662 | 510,430 | 526,092 | | Tony L. Wong | 113,287 | 304,218 | 417,505 | | All Directors and Executive Officers as a Group (19 persons) | 2,630,455 | 3,596,283 | 6,226,738 |
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. |
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.
MassMutual Shareholder Agreement
| Stephanie C. Butcher Senior Managing Director and Co-Head of Investments | Stephanie C. Butcher | Age: 54 Tenure: 23 years | | | Stephanie Butcher has served as Senior Managing Director and Co-Head of Investments since 2023. Alongside Tony Wong, in this role she 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 organization and Commercial and Enablement functions. 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 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: 51 Tenure: 6 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, procurement, corporate services and 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, President and Chief Executive Officer of the Atlanta Division of SunTrust, Co-Head of Private Wealth Management, and Head of Syndicated Finance Originations for SunTrust Robinson Humphrey. Ms. Dukes also currently serves as a director of Haverty Furniture Companies, Inc. (nominating, compensation and governance committee (chair)). Ms. Dukes currently serves on the Board of Trustees of Children’s Healthcare of Atlanta (finance committee (chair)) and Emory University, as well as the Board of Junior Achievement of Georgia where she previously served as chair. 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. | | | Shannon Johnston Senior Managing Director Chief Information and Operations Officer | Shannon Johnston | Age: 54 Tenure: 2 years | | | Shannon Johnston has served as Senior Managing Director and Chief Information and Operations Officer since 2024. In this role, her responsibilities include overseeing Technology, Investment and Distribution Services, Global Security, Enterprise Data and Analytics Office and North America Transfer Agency. Prior to joining Invesco, Ms. Johnston served as Senior Executive Vice President and Chief Information Officer of Global Payments Inc. Her responsibilities included technology and digital business strategies, worldwide technology infrastructure and operations management, software engineering delivery, information security, program and portfolio management, analytics and artificial intelligence, and global platform integration. Ms. Johnston served in various senior leadership positions during her tenure at Global Payments Inc. from 2016 to 2024. Ms. Johnston has served as the technology chair on the supervisory board of Deutsche-Boerse, a position she has resigned effective May 13, 2026. She is also an executive ambassador for TechBridge, a non-profit harnessing the power of data, tech, collaboration and community to change the world. Ms. Johnston holds a bachelor’s degree from Georgia Southern University. | |
MassMutual Shareholder Agreement
| Jeffrey H. Kupor Senior Managing Director and General Counsel | Jeffrey H. Kupor | Age: 57 Tenure: 24 years | | | Jeffrey Kupor has served as Senior Managing Director and General Counsel since 2023. Mr. Kupor joined Invesco in 2002 and has held a number of legal roles, including most recently Head of Legal, Americas from 2018 to 2022, in 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, the Boards of Trustees of the closed-end fund, open-end fund and interval fund investment companies in the Invesco funds complex and the Board of Directors of 21st Century Leaders, Inc., a non-profit organization. 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. | | | Andrew T.S. Lo Senior Managing Director and Head of Asia Pacific | Andrew T.S. Lo | Age: 64 Tenure: 32 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: 51 Tenure: 18 years | | | Douglas Sharp has served as Senior Managing Director and Head of the Americas and EMEA since 2023. Previously, he served as Senior Managing Director and head of EMEA from 2019 to 2023. Mr. Sharp joined Invesco in 2008 and has served in multiple leadership roles across the company, including his previous role as the Head of EMEA Retail. Prior to that, he ran Invesco’s cross-border retail business and served as head of strategy and business planning and as chief administrative officer for Invesco’s U.S. institutional business. Before joining Invesco he was with the strategy consulting firm McKinsey & Company, where he served clients in the financial services, energy and logistics sectors. Mr. Sharp is active within the U.K. financial services industry and is a member of the Investment Association Advisory Board, TheCityUK Advisory Council, the Investment Company Institute global steering committee and The Diversity Project. He 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. | |
MassMutual Shareholder Agreement
| Alan L. Smith Senior Managing Director and Chief Human Resources Officer | Alan L. Smith | Age: 58 Tenure: 2 years | | | Alan Smith has served as Senior Managing Director and Chief Human Resources Officer since 2024. In this role, Mr. Smith leads Invesco’s talent strategy efforts to attract, retain and engage colleagues. Before joining Invesco, Mr. Smith served as the Chief Human Resources Officer for Corebridge Financial, a subsidiary of AIG, from 2020 to 2024. In that role, he was responsible for planning, developing, and implementing people strategy and programs, including diversity and inclusion, compensation, and incentive plans, recruiting and retention, performance management, professional development and employee relations. Before joining AIG in 2020, Mr. Smith 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. He serves as the Chair of 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: 52 Tenure: 30 years | | | Tony Wong has served as Senior Managing Director and Co-Head of Investments since 2023. Alongside Stephanie Butcher, in this role he 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. Previously, he served as the Head of Fixed Income Investments from 2019 to 2023 where he was responsible for the investment process, performance management, 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 enterprise level activities. He is a member of our Enterprise Risk Management Committee, Liquidity Risk Management Committee and Co-head of the Global Investor Forum. Outside of Invesco, Mr. Wong currently serves on the Board of Trustees of Children’s Healthcare of Atlanta and is a member of the Executive Board for the Cox School of Business at Southern Methodist University. 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 in Houston, Texas. | |
MassMutual Shareholder Agreement
| | Advisory vote to approve compensation of our named executive officers | | | General | | Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement, pursuant to the compensation disclosure rules of the SEC Vote required This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting | The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”) enables our shareholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers, as disclosed in this Proxy Statement, in accordance with the SEC’s rules. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officer compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. We are asking our shareholders to vote “FOR” the following resolution at the Annual General Meeting: “RESOLVED, that the company’s shareholders approve, on an advisory (nonbinding) basis, the compensation of the named executive officers, as disclosed in the company’s Proxy Statement for the 2026 Annual General Meeting of Shareholders, pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.” We urge shareholders to review the information included in this Proxy Statement in Executive compensation. To the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and the compensation committee will evaluate whether any actions are necessary to address those concerns. Under the Board’s current policy, shareholders are given an opportunity to cast an advisory vote on this topic annually. |
MassMutual Shareholder Agreement
Executive compensation
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: | | | | | Company scorecard. Our company scorecard discloses the target set for each measure as well as the end of year result for each measure. | | | | Performance-based equity awards. 50% or more of equity awards are performance-based. | | | | PSU program design. 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%. | | | | 4-step process to determine executive pay. We use a 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 60 for more information about our 4-step process. | | | | CEO pay calculation graphic. We illustrate how CEO pay was determined, and 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 $10 million or 30% of the CEO’s incentive pay. | | | | Our peer groups. We maintain two peer groups, one for compensation benchmarking and one for our performance-based equity awards. See pages 64 and 65 for a discussion about our peer groups. |
Shareholder and proxy advisory outreach and feedback
| 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: | | | | | ∎ financial performance | 66.7% | | | ∎ organizational health | 33.3% | | Following completion of the year, the committee assesses company performance based on the company scorecard (both financial and organizational health) 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 the company’s overall performance and each executive’s performance, are important in determining executive pay. 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 a focus on long-term financial results. | | |
Shareholder and proxy advisory outreach and feedback
| For all NEOs, a significant portion of their total incentive award is delivered through deferred equity. All incentives are paid from a company-wide incentive pool |
The committee’s well-defined process for making annual pay decisions
The committee’s well-defined process for making annual pay decisions 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 may vary relative to each NEOs 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 51 for the overall pay mix for the NEOs. See page 60 for a detailed description regarding these steps The table below shows NEO incentive targets for 2025.
Company scorecard results for 2025 – aligning annual pay with results
Company scorecard results for 2025 – 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 up to 130%. Executive pay for 2025 is aligned with firm and market outcomes. For Financial Performance, the outcome was 129%. Outcomes for the individual Financial Performance measures ranged from 125% to 130%, with each financial metric weighted equally. For Organizational Health, the outcome was 130%. This produced an overall company outcome of 129%.
Company scorecard results for 2025 – aligning annual pay with results
| | Financial Performance | | | | | | | Measures(1) | 2025 Target | 2025 Performance | 2025 Outcome | | | | Net long-term flows ($B) | $48.1 | $81.2 | 130% | | | | Net revenues ($M) | $4,460 | $4,658 | 125% | | | | Adjusted operating income ($M) | $1,390 | $1,558 | 130% | | | | Adjusted operating margin | 31.3% | 33.4% | 130% | | | | Adjusted diluted earnings per share (diluted EPS) | $1.62 | $2.03 | 130% | | | | Financial outcome score (each financial metric is weighted equally) | | | 129% | | | | | | | | | | | Organizational Health | | | | | | | Measures | | | | | | | 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 • Advance leadership behaviors across the organization to strengthen culture, elevate leader effectiveness, and drive business impact | | | | | | | Execute enterprise-wide strategies and objectives | | | | | | | • Advance strategies to grow high demand investment offerings, including private markets and ETFs, while capturing money in motion in fixed incomes and equities | | | | | | | • Manage company performance in a highly volatile market for long-term success, including achievement of committed expense reductions and balance sheet improvements | | | | | | | • Deliver the excellence our clients expect, including overall client experience and digital engagement | | | | | | | • Ensure successful implementation of enterprise-wide projects; continue business simplification | | | | | | | Organizational health score | | | 130% | |
CEO pay determination
CEO pay determination Based on company performance, the table below shows how the committee calculated Mr. Schlossberg’s pay for 2025. The committee’s process for determining executive officer pay is applied to all incentive compensation (consisting of cash bonus + time-based equity + performance-based equity). After evaluating compensation through the company scorecard, the committee assesses whether to apply further discretion to adjust the scorecard outcome taking into account market conditions and other factors. The committee determined that the scorecard outcome reflects the holistic assessment of company performance and recognizes that the committee set challenging financial and organizational goals. The Committee also noted that the actions successfully delivered by the company in 2025 would provide a platform for performance and growth over a number of subsequent years. As a result, the committee did not apply discretion to adjust the outcome of the company scorecard.
2025 NEO total compensation
| Name | Base salary ($) | Cash bonus ($) | Time-based equity ($)(1) | Performance- based equity ($)(1) | Total compensation ($) | Change from 2024 (%) | | Andrew R. Schlossberg | 750,000 | 5,321,250 | 4,966,500 | 7,449,750 | 18,487,500 | 28.5 | | Stephanie C. Butcher | 500,000 | 2,322,000 | 1,741,500 | 1,741,500 | 6,305,000 | 18.6 | | L. Allison Dukes | 500,000 | 2,565,000 | 1,923,750 | 1,923,750 | 6,912,500 | 14.1 | | Andrew T.S. Lo | 500,000 | 2,709,000 | 2,031,750 | 2,031,750 | 7,272,500 | 26.5 | | Douglas J. Sharp | 500,000 | 2,835,000 | 2,126,250 | 2,126,250 | 7,587,500 | 32.0 | | Tony L. Wong | 500,000 | 2,322,000 | 1,741,500 | 1,741,500 | 6,305,000 | 18.6 |
2025 NEO total compensation
| 1. | For the CEO, 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 the other executives, 50% of the combined value of the equity awards to vest subject to performance criteria, with the remaining 50% to be subject to time-based vesting. |
Performance-based incentives
Performance-based incentives Beginning with the 2025 grant cycle, the compensation committee refined the long-term incentive mix by adjusting the performance-based equity weighting for NEOs (excluding the CEO) from 60% to 50%. The CEO’s performance-based weighting remains unchanged at 60%. This adjustment better aligns our program with market practice while preserving a strong emphasis on pay-for-performance. Performance-based awards continue to represent a significant portion of executive equity compensation, with vesting contingent on AOM and relative TSR performance over a three-year period. Additional information is provided in Performance-based equity awards on page 63.
We link pay and performance
| Andrew R. Schlossberg President and Chief Executive Officer | 2025 Compensation (in 000s) | | Responsibilities Mr. Schlossberg is President and Chief Executive Officer. 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 | $750 | | | | Annual incentive award - Cash | $5,321 | | | | Annual time-based equity | $4,967 | | | | Annual performance-based equity | $7,450 | | | | Total annual incentive compensation | $17,738 | | | | 2025 annual incentive target | $13,750 | | | | Total annual incentive compensation as a % of 2025 incentive target | 129% | | | | Total annual compensation | $18,488 | |
We link pay and performance
| • | Investment performance remained robust in a dynamic market environment, which helped produce strong results for the business and shareholders. At the end of 2025, 70% and 67% of Invesco’s actively managed assets were in the top half of their peer groups over 3- and 5- years, respectively. Overall, 44% of active funds performed in the top quartile of peers on a three-year time horizon, with nearly half reaching that bar on a 5-year basis. Further, 70% of active assets under management outperformed their respective benchmarks on a 5-year basis. |
Other NEO pay and performance
| Stephanie C. Butcher Senior Managing Director and Co-Head of Investments | 2025 Compensation(1) (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 | $500 | | | | Annual incentive award - Cash | $2,322 | | | | Annual time-based equity | $1,742 | | | | Annual performance-based equity | $1,742 | | | | Total annual incentive compensation | $5,805 | | | | 2025 annual incentive target | $4,500 | | | | Total annual incentive compensation as a % of 2025 incentive target | 129% | | | | Total annual compensation | $6,305 | |
Other NEO pay and performance
| L. Allison Dukes Senior Managing Director and Chief Financial Officer | 2025 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 financial-related activities of the firm, including strategic and financial planning, investor relations, corporate development, accounting, corporate tax, treasury, procurement and corporate services as well as global public policy. | | | Base salary | $500 | | | | Annual incentive award - Cash | $2,565 | | | | Annual time-based equity | $1,924 | | | | Annual performance-based equity | $1,924 | | | | Total annual incentive compensation | $6,413 | | | | 2025 annual incentive target | $4,750 | | | | Total annual incentive compensation as a % of 2025 incentive target | 135% | | | | Total annual compensation | $6,913 | |
Other NEO pay and performance
| Andrew T. S. Lo Senior Managing Director and Head of Asia Pacific | 2025 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 | $2,709 | | | | Annual time-based equity | $2,032 | | | | Annual performance-based equity | $2,032 | | | | Total annual incentive compensation | $6,773 | | | | 2025 annual incentive target | $5,250 | | | | Total annual incentive compensation as a % of 2025 incentive target | 129% | | | | Total annual compensation | $7,273 | |
Other NEO pay and performance
| Douglas J. Sharp Senior Managing Director and Head the Americas and EMEA | 2025 Compensation(1) (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 | $2,835 | | | | Annual time-based equity | $2,126 | | | | Annual performance-based equity | $2,126 | | | | Total annual incentive compensation | $7,088 | | | | 2025 annual incentive target | $5,250 | | | | Total annual incentive compensation as a % of 2025 incentive target | 135% | | | | Total annual compensation | $7,588 | |
Other NEO pay and performance
| Tony L. Wong Senior Managing Director and Co-Head of Investments | 2025 Compensation(1) (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 | $500 | | | | Annual incentive award - Cash | $2,322 | | | | Annual time-based equity | $1,742 | | | | Annual performance-based equity | $1,742 | | | | Total annual incentive compensation | $5,805 | | | | 2025 annual incentive target | $4,500 | | | | Total annual incentive compensation as a % of 2025 incentive target | 129% | | | | Total annual compensation | $6,305 | |
Other NEO pay and performance
| Step 1 Company scorecard ranges up to 130% | Step 1 – approving company scorecard and setting individual annual incentive targets and goals In early 2025, the committee approved the company scorecard and established annual incentive targets (consisting of cash bonus + time-based equity awards + performance- based equity awards) for our CEO and our other executive officers. 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 48 for the 2025 incentive targets. | | Step 2 Ensuring that our incentive pool and incentive awards are commercially viable | Step 2 – setting our company-wide incentive pool Based on 2025 financial results and the company’s performance toward achieving its strategic objectives, the committee approved the company-wide incentive pool for 2025 at 43% of revenue. Absolute incentive pools were up year-over-year from 2024. All incentive awards, including NEO awards, are paid out of this pool. The company-wide incentive pool includes cash bonus, equity, as well as the amounts paid under sales commission plans. The company-wide incentive pool was determined based on historical data and practices of asset management and other similar financial services firms as analyzed by Johnson Associates. | | Step 3 The company scorecard is an assessment of company performance | Step 3 – using the company scorecard to assess company performance in order to determine executive pay During the fourth quarter of 2025 and early in 2026, the committee conducted its final quantitative assessment of company performance for 2025 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 2025 company scorecard have an overall company score of 129%. See page 49 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. |
Other NEO pay and performance
| Step 4 The committee applies its qualitative assessment of executive achievements | Step 4 – qualitative assessment of individual performance and determining individual compensation During the fourth quarter of 2025 and early in 2026, 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 and market data. After the assessment of company performance, the committee applied its qualitative assessment of each executive officer in setting final 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 incentives of which at least 50% is a performance-based equity award. |
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 and ETF 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 At least 50% of equity awards for executive officers is performance-based. 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 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 |
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; |
Emphasis on deferrals
Emphasis on deferrals The committee has designed our executive compensation program so that a significant portion of an executive’s compensation is in the form of deferred incentives. The committee believes this appropriately aligns the interests of our executives with those of our shareholders as it focuses on long-term shareholder value creation. 60% of annual incentive compensation for the NEOs besides the CEO is deferred and 70% of our CEO’s annual incentive compensation is deferred.
Performance-based equity awards
Performance-based equity awards Performance based equity awards vest based on 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:
Relative TSR
Relative TSR
Relative TSR
| • | tracks value created for shareholders as a quantitative measure • aligns with shareholder interests |
Performance award vesting
Performance award vesting The number of shares that vest will equal the target award amount with 50% multiplied by the vesting percentage associated with the average AOM and 50% multiplied by the vesting percentage associated with the relative TSR ranking shown on the following page. Vesting may range from 0% to 150%. We believe that the performance goals tied to our performance-based equity awards are rigorous and align with the interests of our shareholders. With respect to the 2023 PSUs, our three-year average AOM was 31.7% and our relative TSR ranking was at the 55th percentile for the three-year period, resulting in these awards vesting at 97% of target. The compensation committee believes that the company’s performance-based equity awards demonstrate our pay-for-performance philosophy and are correlated with company results. In early 2026, the compensation committee, in consultation with Johnson Associates, approved the performance-based equity awards granted in February 2026 for 2025 pay. As part of its regular oversight, the compensation committee evaluates all elements of the performance-based equity program, including performance measures, weightings, and the peer group for relative TSR, while considering industry trends, peer practices, and feedback from shareholders and major proxy advisory firms. The vesting grid below is for performance-based equity awards granted in February 2026 in connection with 2025 compensation.
Performance award vesting
| If Invesco’s relative TSR is the lowest percentile and three-year average AOM is 26% 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%. |
PSU relative TSR peer group(1)(2)
PSU relative TSR peer group(1)(2)
PSU relative TSR peer group(1)(2)
| • AllianceBernstein | • Bank of NY Mellon | • State Street | | • Artisan Partners | • BlackRock | • T. Rowe Price | | • Amundi | • Franklin Resources | | | • Affiliated Managers Group | • Lazard | |
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:
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; |
Role of the independent compensation consultant
| • | attending certain meetings of the committee and periodically meeting with the committee without members of management present; |
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 |
Role of the independent compensation consultant
| • | providing commentary regarding market conditions, market impressions and compensation trends. |
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 2025. The committee has considered
Role of the independent compensation consultant
| 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. |
Role of the independent compensation consultant
| 2. | Artisan Partners, Amundi, and Affiliated Managers Group were added for 2026. Janus Henderson and Northern Trust were removed for 2026. |
Role of the independent compensation consultant
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.
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. The peer group emphasizes pure asset management firms supplemented by firms with significant business overlap and similar scale, as measured by revenue, market capitalization, assets under management, and employee headcount. 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 benchmarking peer group that has been retained since 2021, providing continuity and comparability over time.
Compensation benchmarking peer group
Compensation benchmarking peer group
Compensation benchmarking peer group
| • AllianceBernstein | • Goldman Sachs (Asset Management) | • Northern Trust | | • Bank of NY Mellon | • Janus Henderson | • State Street | | • BlackRock | • Lazard | • T. Rowe Price | | • Franklin Resources | • Morgan Stanley (Investment Management) | |
Compensation benchmarking peer group
| | Compensation policies and practices |
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 a significant portion of equity awards for executive officers to be performance-based | | | ✓ 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 |
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 |
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 in the event that: the company is required to prepare an accounting restatement due to the material noncompliance of the company with any financial reporting requirement under securities laws or applicable accounting standard, including any required accounting restatement to correct an error in previously issued financial statements that is material to previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period;
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 in January. The grant date of annual equity awards is February 28. We do not issue stock options or stock settled SARs as part of our compensation program.
incentive award guidelines
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, CHRO and General Counsel. Off-cycle incentive awards generally are granted as of the 15th day of the month.
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.
Treatment of long-term awards upon certain terminations of employment
Treatment of long-term awards upon certain terminations of employment Beginning with long-term awards granted February 28, 2025, employees who meet the definition of retirement based on age and years of service are eligible to receive unvested incentive awards, subject to compliance with the terms of the awards, including providing adequate notice of intent to retire and agreeing to certain post-employment obligations and release of claims. For awards granted prior to February 28, 2025 the company maintains a forfeiture appeal policy which provides employees with a means to appeal the forfeiture of an unvested incentive award that would otherwise be forfeited upon termination of employment and a framework of guidelines for considering appeals made under the policy. This policy is administered by the compensation committee.
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.
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. |
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. |
Compensation risk assessment
| • | Sales and commission plans generally contain multiple performance measures and discretionary elements. |
Compensation risk assessment
| • | Executive officers receive a substantial portion of compensation in the form of equity awards that vest over multi-year periods. |
Compensation risk assessment
| - | Time-based equity awards vest ratably over a four-year period. |
Compensation risk assessment
| - | Performance-based equity awards for executive officers are subject to a three-year performance period and three -year cliff vesting. |
Compensation risk assessment
| • | The achievement of financial performance for the performance-based equity awards is certified by the compensation committee. |
Summary compensation table for 2025
Summary compensation table for 2025 The following table sets forth information about compensation earned by our named executive officers during 2023, 2024 and 2025 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 51.
Summary compensation table for 2025
| Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Share awards ($)(3) | Non-equity incentive plan compensation ($)(4) | All other compensation ($)(5) | Total ($) | | Andrew R. Schlossberg(6) | 2025 | 750,000 | — | 10,084,903 | 5,321,250 | 143,696 | 16,299,849 | | President and Chief | 2024 | 750,000 | — | 6,239,369 | 4,092,750 | 150,222 | 11,232,341 | | Executive Officer | 2023 | 625,000 | — | 8,323,081 | 2,801,250 | 115,600 | 11,864,931 | | L. Allison Dukes | 2025 | 500,000 | — | 4,021,342 | 2,565,000 | 24,678 | 7,111,020 | | Senior Managing Director, | 2024 | 500,000 | 500,000 | 2,577,352 | 2,223,000 | 25,644 | 5,825,996 | | Chief Financial Officer | 2023 | 500,000 | — | 3,811,265 | 1,800,000 | 22,824 | 6,134,089 | | Stephanie C. Butcher | 2025 | 500,000 | — | 3,023,881 | 2,322,000 | 51,648 | 5,897,529 | | Senior Managing Director, | 2024 | 500,000 | — | 2,257,181 | 1,926,000 | 15,646 | 4,698,827 | | Co-Head of Investments | 2023 | 459,268 | — | 2,720,849 | 1,564,000 | 12,935 | 4,757,052 | | Andrew T.S. Lo | 2025 | 500,000 | — | 3,326,515 | 2,709,000 | 79,832 | 6,615,347 | | Senior Managing Director | 2024 | 500,000 | — | 2,616,000 | 2,100,000 | 77,818 | 5,293,818 | | and Chief Executive Officer, | 2023 | 500,000 | — | 4,393,319 | 1,827,000 | 71,540 | 6,791,859 | | Invesco Asia-Pacific | | | | | | | | | Douglas J. Sharp | 2025 | 500,000 | — | 3,297,095 | 2,835,000 | 23,554 | 6,655,649 | | Senior Managing Director, | 2024 | 500,000 | — | 2,636,761 | 2,100,000 | 53,610 | 5,290,371 | | Head of the Americas and EMEA | 2023 | 500,000 | — | 3,603,720 | 1,827,000 | 50,193 | 5,980,913 | | Tony L. Wong | 2025 | 500,000 | — | 3,050,864 | 2,322,000 | 25,398 | 5,898,262 | | Senior Managing Director, | 2024 | 500,000 | — | 2,239,435 | 1,926,000 | 26,166 | 4,691,601 | | Co-Head of Investments | 2023 | 481,250 | — | 2,299,446 | 1,564,000 | 23,478 | 4,368,174 |
Summary compensation table for 2025
| 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, base salary was converted from U.S. dollars to Hong Kong dollars using a fixed exchange rate of 1:7.8. |
Summary compensation table for 2025
| 2. | Reflects a supplemental bonus payment to recognize the extraordinary contributions made by Ms. Dukes as interim Chief Administrative Officer from March 2024 – September 2024 after the sudden passing of Mark Giuliano, the company’s former Chief Administrative Officer. |
Summary compensation table for 2025
| 3. | For share awards granted in 2025, includes |
Summary compensation table for 2025
| • | 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. The grant date fair value is based on the closing stock price on the date of grant. |
Summary compensation table for 2025
| • | Performance-based equity awards. Each of the named executive officers received an annual performance-based equity award that is subject to a three-year performance period (2025 - 2027) and vests on February 28, 2028. The grant date fair value of the performance-based awards granted in 2025 reflects an expected payout level of 109.34% of target and is based on the closing stock price on the date of grant. If the target and maximum levels of performance are assumed, the grant date fair values for each of the named executive officers would be as follows: |
Summary compensation table for 2025
| Name | Target value ($) | Maximum value ($) | | Mr. Schlossberg | 5,729,848 | 8,594,764 | | Ms. Dukes | 2,000,685 | 3,001,027 | | Ms. Butcher | 1,444,483 | 2,166,724 | | Mr. Lo | 1,889,997 | 2,834,987 | | Mr. Sharp | 1,574,995 | 2,362,484 | | Mr. Wong | 1,733,383 | 2,600,066 |
Summary compensation table for 2025
| 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 2025 below for information about the number of shares underlying each of the equity awards. |
Summary compensation table for 2025
| 4. | Reflects cash bonus award earned for the year and paid in February of the following year. |
Summary compensation table for 2025
| 5. | The table below reflects the items that are included in the All Other Compensation column for 2025. |
Summary compensation table for 2025
| 6. | Mr. Schlossberg became President and Chief Executive Officer effective June 30, 2023. |
Potential payments upon termination or change in control for 2025
Potential payments upon termination or change in control for 2025 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, 2025 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, 2025. Values shown with respect to equity awards are based on the per share closing price of our common shares on December 31, 2025 (which was $26.27) or, with respect to notional fund awards, are based on the closing price of the underlying fund(s) on December 31, 2025.
Potential payments upon termination or change in control for 2025
| Name (1) | Involuntary termination other than for cause or unsatisfactory performance ($)(2) | Involuntary termination following a change in control ($)(3) | Death or disability ($) | Qualified retirement after death and disability ($)(4) | Voluntary resignation / termination for cause or unsatisfactory performance ($) | | Andrew R. Schlossberg | | | | | | | Equity awards(5) | 37,083,626 | 37,083,626 | 37,083,626 | — | — | | Notional fund awards | — | — | — | — | — | | L. Allison Dukes | | | | | | | Equity awards(5) | 15,639,006 | 15,639,006 | 15,639,006 | — | — | | Notional fund awards | — | — | — | — | — | | Stephanie C. Butcher | | | | | | | Equity awards(5) | 10,014,911 | 10,014,911 | 10,014,911 | — | — | | Notional fund awards | 740,952 | 740,952 | 740,952 | — | — | | Andrew T.S. Lo | | | | | | | Equity awards(5) | 15,508,390 | 15,508,390 | 15,508,390 | 3,251,621 | — | | Notional fund awards | — | — | — | — | — | | Douglas J. Sharp | | | | | | | Equity awards(5) | 13,408,998 | 13,408,998 | 13,408,998 | — | — | | Notional fund awards | — | — | — | — | — | | Tony L. Wong | | | | | | | Equity awards(5) | 10,987,322 | 10,987,322 | 10,987,322 | — | — | | Notional fund awards | 1,398,343 | 1,398,343 | 1,398,343 | — | — |
Potential payments upon termination or change in control for 2025
| 1. | Each NEO is a party to an agreement that provides for an employment 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, 2025, and that the applicable notice had been given prior to such date. |
Potential payments upon termination or change in control for 2025
| 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 and nondisclosure of confidential information following termination. When mandated by local regulatory requirements, incentive award agreement provides for continued vesting. We do not provide excise tax “gross up.” |
Potential payments upon termination or change in control for 2025
| 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. We do not provide excise tax “gross up.” |
Potential payments upon termination or change in control for 2025
| 4.Retirement | treatment applies to 2025 grants only. Assumes retirement date of December 31, 2025 and that all post employment covenants have been executed. Time-based equity awards held less than 1 year at the time of retirement are pro-rated based on number of full months from date of grant to retirement divided by forty-eight (life of the grant). For outstanding performance-based equity awards, vesting would be based on actual results at the end of the performance period. Since the performance period had not concluded as of December 31, amounts shown assume payout at target performance. |
Potential payments upon termination or change in control for 2025
| 5. | 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. |
Information regarding equity compensation plans
| • | the annual total compensation of our CEO for purposes of calculating the CEO pay ratio was $16,299,849. |
Executive Compensation – Compensation Discussion and Analysis
| 2. | (c) 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 to determine the “compensation actually paid”: |
Executive Compensation – Compensation Discussion and Analysis
| 4. | (e) represents the average amount of “compensation actually paid” to the non-PEO NEOs as a group 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 non-PEO NEOs as a group 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 non-PEO NEOs as a group to determine the compensation actually paid, using the same methodology described above in Note 2: |
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