Proxy Statement (Form DEF 14A)
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| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Under Rule
240.14a-12
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| ☒ | No fee required. | |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Proxy Statement
Notice of 2025 Annual General Meeting of Shareholders
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About Invesco At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring relationships and create better outcomes for our clients. We have an advantageous position globally as a diversified, client-centric asset manager and a strategy to deliver for our shareholders. The firm's strategic priorities are aligned with four key long-term themes that are designed to sharpen our focus on client needs, further strengthen our business over time and help ensure our long-term success: 
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Invesco was founded in and headquartered in |
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in assets under management inclusive of both retail and institutional investors Approximately 8,5001 employees to better serve our clients 120+ countries where we service our clients 20+ countries where we are on the ground to leverage local presence |
Deliver the excellence our clients expect • Achieve strong, long-term investment performance. • Deliver a quality investment process and a frictionless experience with superior engagement. • Provide a holistic value proposition including advice and solutions to help our clients best manage their portfolios and succeed with their own clients. Grow high demand investment offerings • Prioritize the intersection of market size, secular change, and Invesco's unique position to drive growth in the highest opportunity regions. • Grow high demand private markets capabilities leveraging our strong wealth channel and expanding investment strategies. • Drive profitable organic growth, emphasizing high demand, scalable investment capabilities, and delivery vehicles. Create an environment where talented people thrive • Attract and develop high performing, diverse talent with skills aligned to deliver against business outcomes. • Create an inclusive and engaging culture that values diversity of thought which enables us to work as one team to deliver better outcomes. Act like owners for all stakeholders • Embed next generation technology across all aspects of the business. • Strengthen financial flexibility emphasizing operating leverage. |
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1. Data as of |
As an integrated global investment manager, we are keenly focused on meeting clients' needs and operating effectively and efficiently. A key focus of our business is fostering a strong investment culture and providing the support that enables our investment teams to maintain well-performing investment capabilities. We believe the ability to leverage the capabilities of our investment teams to help clients across the globe achieve their investment objectives is a significant differentiator for our firm. |
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Notice of 2025 Annual General
Meeting of Shareholders
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DATE Friday TIME EasteTime PLACE Virtual Meeting www.meetnow.global/ MP4DWQ9 For details on how to participate in the virtual meeting, see "How do I attend the Annual General Meeting" on page 88. RECORD DATE |
Voting methods |
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Internet Visit the web site listed on your Notice |
Telephone Call the telephone number listed on your Notice |
Sign, date and retua requested proxy card |
Virtually Attend the virtual Annual General Meeting |
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Who can vote |
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Only holders of record of |
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During the Annual General Meeting, the audited consolidated financial statements for the year ended |
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| Your vote is important, and we encourage you to vote promptly, whether or not you plan to attend the Annual General Meeting. | ||||||||||
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Company Secretary |
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Voting matters
At or before the 2025 Annual General Meeting of Shareholders, we ask that you vote on the following items.
| Items of business |
Board voting recommendation |
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To elect eleven (11) directors to the Board of Directors to hold office until the annual general meeting of shareholders in 2026 |
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To hold an advisory vote to approve the compensation paid to our named executive officers |
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To appoint |
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To consider and act upon such other business as may properly come before the meeting or any adjournment thereof |
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| 2025 Proxy Statement i |
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| A LETTER TO OUR SHAREHOLDERS FROM THE | ||
| Chair of Our Board | ||
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has served as Chair of our Board since 2019 and as a non-executivedirector of our company since 2013 |
Dear Fellow Shareholder, The Over the course of 2024, your board has worked closely with Invesco's talented leadership team and is pleased with the meaningful steps taken to further refine and focus the firm's strategy, deliver sustained organic growth, drive significant organizational simplification, and provide a positive work environment for its employees. The company continued to improve and strengthen its operating results, capital management, client outcomes, and employee experience. Looking to 2025, we remain confident in the company's direction and leadership team and look forward to continued progress as Invesco continues to execute our strategy, against a backdrop of significant industry change and evolution. On behalf of the Invesco Board of Directors, thank you for your continued support. Sincerely, |
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Chair |
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| A LETTER TO OUR SHAREHOLDERS FROM THE | ||
| President and CEO | ||
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has been President and Chief Executive Officer of our company and a director since 2023 |
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| Dear Fellow Shareholder, | ||
| Against the backdrop of volatile markets, mixed economic signals, and geopolitical risks in 2024, I am proud of the progress we made executing against our strategy to drive profitable organic growth and deliver value for our shareholders, clients, and employees. | ||
| We refocused our efforts to better align to our strategy and address areas of opportunity including growing in Private Markets, delivering active equity performance, and continuing to strengthen our financial flexibility. Over the course of the year we began to see momentum in our operating results. | ||
| Our competitive strengths are clear. We have a robust range of public and private active investment strategies and an at-scaleETF platform that enable us to continuously innovate while meeting diverse client needs. We have a global footprint with significant presence in key growth markets, like our unique |
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| Capitalizing on our strengths and making progress in areas of strategic focus | ||
| Global footprint | ||
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Geographically, our net long-term flows remained positive across all three of our regions, with a notable pick-upthrough the second half of the year in both |
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| 2025 Proxy Statement iii |
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In 2024, our continued strategic focus and disciplined financial management increased our adjusted operating income to 1. Represents or includes non-GAAPfinancial measures. See the information in Appendix Aregarding non-GAAPfinancial measures. |
Public active strategies Fixed Income and Individual Investor Separately Managed Accounts (SMAs).We continued to grow high demand strategic capabilities including Fundamental Fixed Income and our highly scalable SMA product ranges. Our Fundamental Fixed Income platform has strong investment performance and is well positioned to meet clients' needs across the credit and duration spectrum, geographic preferences, active and passive exposures, and public and private markets. We have plenty of reasons to be optimistic about our ability to capture flows as money increasingly rotates into these asset classes. The market for SMAs is being fueled by strong client demand for a more customizable, tax-efficientinvestment vehicle. With continued high expectations for growth in the SMA market in the US, we are focused on increasing market share in this segment. We have the scalable capabilities to do so and grew the platform to more than Private Markets Our established expertise in Real Estate and Private Credit have driven net long-term inflows to our Private Markets platform. Within the category, our private credit capabilities recorded net long-term inflows of Record year for Invesco's Global ETFs and Index Platform Our ETFs and Index capabilities continued to thrive in 2024, punching above our weight with Expense discipline Our continued expense discipline, including achieving committed expense reductions, allowed us to deliver a 31% adjusted operating margin,1 and helped deliver operating leverage in 2024. Improved operating results and performance drivers In 2024, our continued strategic focus and disciplined financial management increased our adjusted operating income1 to Additionally, after commencing a more consistent share buyback program in the second half of the year, we increased the retuof earnings to common shareholders through buybacks and dividends to 54% for the year. We also reduced our total debt to its lowest level in ten years. |
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Our people are the driving force that helps our clients achieve their investment goals |
Our successes in 2024 give us conviction in our focused strategic priorities, execution mindset, and our ability to continue to deliver enhanced and consistent operating performance and returns for our shareholders. Our people will take us forward Investment management is an industry built on talent, and I'm keenly aware it's our people who drive our results. My travels in 2024 to spend time with colleagues and clients solidified my conviction in the strength of our platform. From I believe we are well positioned for greater demand and improved profitability, which will be enhanced as market sentiment improves and client confidence strengthens. I want to thank my colleagues around the world for their focus and teamwork throughout the year. I'm proud of the people of Invesco, and I'm excited to build on the success of this past year to further execute our strategy and deliver value for our clients, shareholders and employees. Sincerely, President and CEO, Invesco |
| 2025 Proxy Statement v |
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Frequently requested information
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Helpful resources
| Where you can find more information | ||
| Annual meeting/Proxy Statement: | ||
| www.invesco.com/corporate/en/investor-relations/ annual-reports-and-proxy-statements | ||
| Annual report: | ||
| www.invesco.com/corporate/en/investor-relations/ annual-reports-and-proxy-statements | ||
| Voting your Proxy via the Internet before the annual meeting: | ||
| www.envisionreports.com/IVZ | ||
| Board of Directors | ||
| https://www.invesco.com/corporate/en/about-us/our-leadership | ||
| Communications with the Board | ||
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| Attn: |
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| Legal Department | ||
| Governance documents | ||
| https://www.invesco.com/corporate/en/our-commitments/ corporate-governance |
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• Corporate Governance Guidelines |
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• Criteria for Selection of Candidates for Membership on the Board of Directors |
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• Committee Charters |
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• Code of Conduct |
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• Directors' Code of Conduct |
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• Invesco Whistleblower Hotline |
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| Investor relations | ||
| https://www.invesco.com/corporate/en/ investor-relations | ||
| Definition of certain terms or abbreviations | ||
| AOM | Adjusted Operating Margin | |
| AUM | Assets Under Management | |
| ERG | Employee |
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| CAP | Compensation Actually Paid | |
| CEO | Chief Executive Officer | |
| CFO | Chief Financial Officer | |
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Company website |
www.invesco.com/corporate | |
| EMEA | ||
| EPS | Earnings Per Share | |
| Equity Plan | ||
| ESG | Environmental, Social and Governance | |
| ETF | ||
| Exchange Act | Securities Exchange Act of 1934, as amended | |
| GAAP | Generally Accepted Accounting Principles in |
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| NED | Non-ExecutiveDirector | |
| NEO | Named Executive Officer | |
| NYSE | ||
| PCBOI | Pre-CashBonus Operating Income | |
| PEO | Principal Executive Officer | |
| PwC | ||
| TSR | Total Shareholder Return | |
| 2025 Proxy Statement vii |
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viii Invesco Ltd.
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Proxy Statement Summary |
Industry update and company performance Global capital markets experienced uneven growth in 2024, with an outsized emphasis on a small number of US-listedmega cap technology stocks and tempered by geopolitical events, all of which continued to drive volatility. As anticipated, the long-term secular trend of investor preference for passive capabilities, largely at the expense of higher fee actively managed strategies continued in 2024. Significant amounts of cash remained on the sidelines throughout the year, as investors reacted to the impact of persistently high interest rates and inflation in most major economies during the first part of the year. In the final months of 2024, cash remained on the sidelines given continued uncertainty on the future direction of interest rates and inflation. Despite these industry headwinds, Invesco's broad diversification across investment capabilities, distribution channels and geographies enabled the company to take advantage of growth opportunities, and our diversified product lineup drove net long-term inflows, differentiating Invesco from many industry peers. We remain focused on our capital priorities, which include investing in our key growth capabilities, maintaining balance sheet strength and a strong liquidity profile, and returning capital to shareholders. As always, we are engaging with our clients to meet their most pressing needs in this dynamic economic and industry climate, and we are confident that our diversified platform of investment capabilities is positioned to capitalize on future industry growth. |
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| 2025 Proxy Statement 1 |
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2024 Financial performance 1. Represents or includes non-GAAPfinancial measures. See the information in Appendix A regarding non-GAAPfinancial measures. |
2024 Firm highlights1 |
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Business • ETFs and Index Strategies brought in • Fundamental Fixed Income delivered • Private Markets drove • Organic growth was strong across distribution channels, with the retail and institutional channels contributing • Growth was also well diversified by geography, with the • Invesco's well-established position in • Lower client demand for active equities industry-wide pressured net flows in • Leadership continued to drive organizational simplification to better position the company for greater scale, stronger performance, and improved profitability. In 2024, these efforts included the establishment of a Global Product organization, a more focused Global Technology and Operations organization, and a re-alignedgo-to-marketmodel for Private Markets. We also streamlined global execution across our integrated fixed income |
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platform, our highly focused multi-asset group, fundamental active equities, and areas such as marketing and digital delivery. |
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Operating results • Invesco's net long-term flows performance continued to outperform most asset manager peers in 2024. The firm delivered a long-term organic growth rate of 5%, representing • Net revenues1 of • These revenue dynamics and continued management focus on disciplined expense management drove improvements in adjusted operating income, adjusted operating margin, and adjusted diluted EPS, while we continue to invest in areas of future growth and foundational technology projects that will benefit future scale. See page 49 for details on these metrics. |
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Balance sheet • We maintained a strong balance sheet following the redemption of • Liquidity remains strong with Cash and cash equivalents of |
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1. Represents or includes non-GAAPfinancial measures. See the information in Appendix Aregarding non-GAAPfinancial measures. 2. Net cash is equal to cash and cash equivalents less debt. |
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| 2025 Proxy Statement 3 |
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FOR
Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote "FOR" the election to the Board of each of the director nominees |
Voting roadmap |
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PROPOSAL 1: |
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Director highlights |
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Directors' qualifications, skills and experience |
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7 of 11 Public company executive |
3 of 11 Accounting and financial reporting |
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9 of 11 Executive strategy and execution |
4 of 11 Technology |
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6 of 11 Industry experience |
7 of 11 Marketing and client focus |
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10 of 11 International experience |
8 of 11 Regulatory - government and legal |
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| PROPOSAL 2: | ||||
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Advisory vote to approve the company's executive compensation |
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Our compensation program uses a company scorecard to measure our financial performance and our organizational health FOR
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 |
Invesco's executive compensation program is designed to align executive compensation with the long-term interests of our shareholders. Our compensation program uses a company scorecard to measure our financial performance and our organizational health. Our compensation committee assesses the company's quantitative performance through the company scorecard and qualitative individual achievements to determine each executive's incentive compensation. The pay determination process reinforces our shareholder value framework. Pay for 2024 is aligned with performance. |
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President and CEO |
2024 CEO Compensation |
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Further information regarding executive compensation begins on page 41 of this Proxy Statement. |
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| 2025 Proxy Statement 5 |
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FOR
Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote "FOR" the appointment of PwC |
PROPOSAL 3: Appointment of The audit committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm for the year ending |
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| 2025 Proxy Statement 7 |
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| Election of directors | ||
| You are being asked to cast votes for eleven director nominees: |
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• A director holds office until such director's successor has been duly elected and qualified or until such director's death, resignation or removal from office under our Bye-Laws. |
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• Each director is elected for a one-yearterm ending at the 2026 Annual General Meeting. |
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FOR
Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote "FOR" the election to the Board of each of the director nominees Vote required This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting |
• Each nominee has indicated to the company that he or she would serve if elected. We do not anticipate that any director nominee will be unable to stand for election, but if that were to happen, the Board may reduce the size of the Board, designate a substitute or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director nominee will be cast for the substituted candidate. |
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• Under our Bye-Laws,at any general meeting held for the purpose of electing directors at which a quorum is present, each director nominee receiving a majority of the votes cast at the meeting will be elected as a director. However, if the number of nominees exceeds the number of positions available for the election of directors, the directors elected shall be those nominees who have received the greatest number of affirmative votes cast at the Annual General Meeting or by proxy. |
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• If a nominee for director who is an incumbent director is not elected and no successor has been elected at the meeting, the director is required under our Bye-Lawsto submit his or her resignation as a director. Our nomination and corporate governance committee would then make a recommendation to the full Board on whether to accept or reject the resignation. |
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• If the resignation is not accepted by the Board, the director will continue to serve until the next annual general meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. |
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• If the director's resignation is accepted by the Board, then the Board may fill the vacancy. |
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Our directors and their qualifications
Our directors are highly qualified and have the significant leadership and professional experience, knowledge and skills necessary to provide effective oversight and guidance for Invesco's global strategy and operations.
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Board qualifications |
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• Directors represent diverse views, experiences and backgrounds. |
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• Directors possess the characteristics that are essential for the proper functioning of our Board. |
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• Tenure of the members of our Board of Directors provides the appropriate balance of expertise, experience, continuity and new perspectives to serve the best interests of our shareholders. |
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• As the Board considers new directors, it takes into account a number of factors, including individuals with skills that will match the needs of the company's long-term global strategy and who will bring diversity of thought, global perspective, experience and background to our Board. |
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Board diversity |
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• The Board's overall diversity is an important consideration in the director recruitment and nomination process. |
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- The Board has adopted a Board-level diversity policy that recognizes the contribution of different perspectives, experiences and characteristics which promote strong corporate governance and contribute to a more effective decision-making process. |
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- The Board seeks to maintain a Board with a range of experiences, knowledge, skills, backgrounds, viewpoints, and characteristics that collectively address the needs of the company. |
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- The Board believes diversity allows the Board to make more informed judgments. |
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For more information on our director nomination process, see Corporate Governance - Director Recruitment.
Director nominees highlights
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Average director nominee tenure on the Board 6YEARS Average director nominee age 64YEARS Number of new independent directors in the last four years 4 |
Director nominees composition |
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Director nominees tenure on the Board |
Director nominees independence |
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| 2025 Proxy Statement 9 |
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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.
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| Public company executive:Experience in the oversight of strategy, planning, management, operations, compensation and corporate governance. |
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| Executive strategy and execution:Experience developing and executing a strategic direction for a company or business division of a company. |
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| Industry experience:In-depthknowledge of the financial services industry or asset management. |
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| International experience:Experience in global economies and trade and/or international business strategy and operations relevant to the company's global business. |
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| Accounting and financial reporting:Experience in the oversight of financial reporting and internal controls of financial and operating results. |
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| Technology:Experience in the development and adoption of new technologies or the management of information security or cybersecurity risks of companies. |
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| Marketing and client focus:Expertise in brand development, marketing and sales, including the development of products and services to enhance the client experience. |
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Board of Directors
Nominee biographies
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Non-executivedirector Committees: • Audit • Compensation • Nomination and Corporate Governance (Chair) Qualifications: • Industry experience • International experience • Regulatory - government and legal |
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Director qualifications |
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• 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, |
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• Legal and regulatory expertise: |
| 2025 Proxy Statement 11 |
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Non-executivedirector Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Executive strategy and execution • Industry experience • International experience • Marketing and client focus • Regulatory - government and legal |
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Director qualifications |
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• Executive leadership: |
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• Industry experience:For more than 30 years, |
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• Public company board experience: |
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Non-executivedirector 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 |
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Director qualifications • Executive leadership, relevant industry experience: • Public company board experience: |
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Non-executivedirector 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 |
Age: 66 | Tenure: 6 years | ||||
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Director qualifications • Executive leadership, relevant industry experience: • Global business experience: • Public company board experience: |
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Non-executivedirector Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • Industry experience • International experience • Technology • Marketing and client focus |
Age: 53 | Tenure: 2 years | ||||
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Director qualifications • Industry experience and client focus: |
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| 2025 Proxy Statement 13 |
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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 |
Age: 51 | Tenure: 2 years1 | ||||
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Director qualifications • Executive leadership, industry experience: 1. Mr. Schlossberg has served on the Board since 2023 and has been with Invesco for 24 years. |
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Sir Non-executivedirector Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • International experience • Regulatory - government and legal |
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Age: 71 | Tenure: 10 years | |||
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Sir Director qualifications • Global and governmental experience, executive leadership: • Public company board experience: |
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Non-executivedirector Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • International experience • Technology |
Age: 60 | Tenure: 4 years | ||||
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Director qualifications • Executive Leadership/Technical: • Public company board experience: |
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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 |
Age: 72 | Tenure: 12 years | ||||
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Director qualifications • Executive leadership, global business experience: • Accounting and financial reporting expertise: • Public company board experience: |
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| 2025 Proxy Statement 15 |
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Non-executivedirector Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • Technology • Marketing and client focus • Regulatory - government and legal |
Age:67 | Tenure: 4 years | ||||
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Director qualifications • Executive leadership:In addition to his extensive leadership experience at The SoutheCompany, he is past Chair of the Board of the • Public company board experience: |
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Non-executivedirector Committees: • Audit (Chair) • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • International experience • Accounting and financial reporting • Technology |
Age: 71 | Tenure: 15 years | ||||
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Director qualifications • Executive leadership, global business experience: • Accounting and financial reporting expertise: • Public company board experience: |
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Director independence
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In accordance with the rules of the NYSE, the Board has affirmatively determined that it is currently composed of a majority of independent directors, and that the following directors are independent and do not have a material relationship with the company: |
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For a director to be considered independent, the Board must affirmatively determine that the director does not have any material relationship with the company either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. Such determinations are made and disclosed according to applicable rules established by the NYSE or other applicable rules. |
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As part of its independence determinations, the Board considers any direct or indirect relationship between a director (or an immediate family member of such director) and the company or any third party involved with the company. |
Board meetings and annual general meeting of shareholders
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During the calendar year ended |
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Each then-serving director attended at least seventy-five percent (75%) of the aggregate of the total number of meetings held by the Board and all committees of the Board on which he or she served during 2024. |
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All of our directors attended the 2024 Annual General Meeting. The Board does not have a formal policy regarding Board member attendance at shareholder meetings. |
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The non-executivedirectors (those directors who are not officers or employees of the company and who are classified as independent directors under applicable NYSE standards) meet in executive session each quarter at a minimum. |
| • |
|
Service on other public company boards
Each of our directors must have the time and ability to make a constructive contribution to the Board as well as a clear commitment to fulfilling the fiduciary duties required of directors and serving the interests of the company's shareholders. Our President and CEO does not currently serve on the board of directors of any other public company, and none of our current directors serves on more than four public company boards, including our Board.
Committee membership and meetings
| • |
The current committees of the Board are the audit committee, the compensation committee and the nomination and corporate governance committee. |
| • |
The Board has affirmatively determined that each committee consists entirely of independent directors according to applicable NYSE rules and rules promulgated under the Exchange Act, including the heightened independence standards for compensation committee and audit committee members. |
| 2025 Proxy Statement 17 |
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Members: Sir Independence: Each member of the committee is independent and financially literate Audit Committee Financial Experts: and qualify as defined by Meetings held in 2024: 10 |
The Audit Committee Under its charter, the committee: • is comprised of at least three members of the Board and each is "independent" under the rules of the NYSE and • members are appointed and removed by the Board; • meets at least quarterly; • periodically meets with the Chief Financial Officer, • has the authority to retain independent advisors, at the company's expense, whenever it deems appropriate to fulfill its duties. The committee's charter sets forth its responsibilities, including assisting the Board in fulfilling its responsibility to oversee: • the company's financial reporting, auditing and internal control activities, including the integrity of the company's financial statements; • the independent auditor's qualifications and independence; • the performance of the company's internal audit function and independent auditor; and • the company's compliance with legal and regulatory requirements. The committee's charter is available on the Company Website. The information on the Company Website is not intended to form a part of, and is not incorporated by reference into, this Proxy Statement. |
|
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Members: (Chair) Sir Independence: Each member of the committee is independent |
The Compensation Committee Under its charter, the committee: • is comprised of at least three members of the Board, each of whom is "independent" of the company under the NYSE and • members are appointed and removed by the Board; • meets at least four times annually; and • has the authority to retain independent advisors, at the company's expense, whenever it deems appropriate to fulfill its duties, including any compensation consulting firm. The committee's charter sets forth its responsibilities, including: • annually approving the compensation structure for, and reviewing and approving the compensation of, senior management and non-executivedirectors; • overseeing the annual process for evaluating senior management performance; • overseeing the administration of the company's equity-based and other incentive compensation plans; and • assisting the Board with executive succession planning. |
|
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Meetings held in 2024: 6 |
The committee's charter is available on the Company Website. The information on the Company Website is not intended to form a part of, and is not incorporated by reference into, this Proxy Statement. | |
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|
Members: |
||
| Under its charter, the committee: | ||
|
Sir |
• is comprised of at least three members of the Board, each of whom is "independent" of the company under the NYSE and • members are appointed and removed by the Board; • shall meet on a regular basis; and • has the authority to retain independent advisors, at the company's expense, whenever it deems appropriate to fulfill its duties. The committee's charter sets forth its responsibilities, including: • establishing procedures for identifying and evaluating potential nominees for director; • recommending to the Board potential nominees for election; and |
|
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Independence: Each member of the committee is independent |
• periodically reviewing and reassessing the adequacy of the Corporate Governance Guidelines to determine whether any changes are appropriate and recommending any such changes to the |
|
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Meetings held in 2024: 3 |
The committee's charter is available on the Company Website. The information on the Company Website is not intended to form a part of, and is not incorporated by reference into, this Proxy Statement. For more information regarding the director recruitment process, see Corporate Governance - Director recruitment. |
Director compensation
The compensation committee annually reviews and determines the compensation paid to non-executivedirectors. No executive officer of the company is involved in recommending or determining levels of non-executivedirector compensation.
| • |
that compensation should fairly pay the non-executivedirectors 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; |
| • |
that a component of the compensation should be designed to align the non-executivedirectors' interests with the long-term interests of the company's shareholders; and |
| • |
that non-executivedirectors' independence may be compromised or impaired if director compensation exceeds customary levels. |
As a part of its annual review, the committee engaged
For 2024, the compensation committee approved the below-described levels of non-executivedirector compensation. Each component other than the equity award is paid in quarterly installments in arrears:
|
Basic cash fee |
Non-executivedirectors received an annual basic fee paid in cash in the amount of |
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|
Chair fee |
The Chair of the Board received an additional annual cash fee of |
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Audit Committee Chair fee |
The Chair of the audit committee received an additional annual cash fee of |
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| 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 |
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Basic shares fee |
Non-executivedirectors also received an annual award of shares in the aggregate amount of |
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For 2025, the compensation committee determined that no changes would be made to levels of non-executivedirector compensation for the 2025 service period.
We also reimburse each of our non-executivedirectors 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.
| 2025 Proxy Statement 19 |
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Director compensation table
The following table sets forth the compensation paid to our non-executivedirectors during 2024.
| Fees earned or paid in cash ($)1 |
Share awards ($)2 | Total ($) | ||||||||||
|
|
140,000 | 194,986 | 334,986 | |||||||||
|
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120,000 | 194,986 | 314,986 | |||||||||
|
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120,000 | 194,986 | 314,986 | |||||||||
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140,000 | 194,986 | 334,986 | |||||||||
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120,000 | 194,986 | 314,986 | |||||||||
|
Sir |
120,000 | 194,986 | 314,986 | |||||||||
|
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120,000 | 194,986 | 314,986 | |||||||||
|
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350,000 | 194,986 | 544,986 | |||||||||
|
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120,000 | 194,986 | 314,986 | |||||||||
|
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170,000 | 194,986 | 364,986 | |||||||||
| 1. |
Includes the annual basic cash fee and, as applicable, Chair of the Board fee and committee Chair fees. |
| 2. |
Represents the grant date fair value of the equity awards calculated in accordance with |
|
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 11,955 shares of common stock. |
|
As of |
Stock ownership policy for non-executivedirectors- Our non-executivedirectors are subject to the Non-ExecutiveDirector Stock Ownership Policy. Commencing in 2022, the policy requires each non-executivedirector 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-executivedirector. Until such ownership level is achieved, each non-executivedirector 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-executivedirectors meeting the requirements of the policy as of
Non-executivedirector stock ownership
Shares held as of
| Shares held1 | Requirement met | Name | Shares held1 | Requirement met | ||||||
|
Beshar |
82,352 | Sheinwald | 69,173 | |||||||
|
Finke |
31,443 | Tolliver | 33,272 | |||||||
|
Gibbons2 |
14,407 | Wagoner | 90,075 | |||||||
|
Glavin |
48,289 | Womack | 27,122 | |||||||
|
Johnson2 |
15,975 | Wood | 77,316 | |||||||
| 1. |
Represents common shares beneficially owned. |
| 2. |
Based on current compensation levels, it is anticipated that |
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| 2025 Proxy Statement 21 |
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Corporate governance guidelines
Our Board is committed to maintaining the highest standards of corporate governance and is guided by our Corporate Governance Guidelines ("Guidelines"), which provide a framework for the governance of our company and the responsibilities of our Board. The Guidelines are available in the corporate governance section of the Company Website. The Guidelines set forth the practices the Board follows with respect to, among other matters, the composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation and performance evaluation of the Board.
Code of conduct and directors' code of conduct
As part of our ethics and compliance program, our Board has approved a code of ethics (the "Code of Conduct") that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, as well as to our other officers and employees. The Code of Conduct is posted on the Company Website. In addition, we have adopted a separate Directors' Code of Conduct that applies to all members of the Board. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Conduct for our directors and executive officers by posting such information on the Company Website. The company maintains a compliance reporting line, where employees and individuals outside the company can anonymously submit a complaint or conceregarding compliance with applicable laws, rules or regulations, the Code of Conduct, as well as accounting, auditing, ethical or other concerns.
Board leadership structure
As described in the Guidelines, the company's business is conducted day-to-dayby its officers, managers and employees, under the direction of the Chief Executive Officer and the oversight of the Board, to serve the interest of our clients and enhance the long-term value of the company for its shareholders. The Board is elected by the shareholders to oversee our management team and to seek to assure that the long-term interests of the shareholders are being served. In light of these differences in the fundamental roles of the Board and management, the company has chosen to separate the Chief Executive Officer and Board Chair positions. The Board believes separation of these roles: (i) allows the Board to more effectively monitor and evaluate objectively the performance of the Chief Executive Officer, such that the Chief Executive Officer is more likely to be held accountable for his performance; (ii) allows the non-executiveChair to control the Board's agenda and information flow; and (iii) creates an atmosphere in which other directors are more likely to challenge the Chief Executive Officer and other members of our senior management team. For these reasons, the company believes that this Board leadership structure is currently the most appropriate structure for the company. Nevertheless, the Board may reassess the appropriateness of the existing structure at any time, including following changes in Board composition, in management or in the character of the company's business and operations.
Director recruitment
The nomination and corporate governance committee continues to focus on Board refreshment to align the Board's composition with our long-term strategy and effect meaningful Board succession planning. New directors are identified using the following process:
| The committee reviews and updates its criteria for prospective directors based on succession planning for directors, to add experience in certain areas and to address new or evolving needs of the company. The committee then utilizes recommendations from directors and independent search firms to determine the candidates for consideration. |
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Candidates meet with the committee members, the Board Chair, the other directors and the CEO who assess candidates based on several factors, including whether the candidate has experience that will assist the company in seeking to meet its long-term strategic objectives and will bring diversity of thought and the desired qualifications to our Board. The Board has adopted a Board-level diversity policy that recognizes that it benefits from the contribution of different perspectives, experiences and characteristics which promote strong corporate governance and contribute to a more effective decision-making process. Due diligence is conducted, including soliciting feedback on potential candidates from persons outside the company. Qualified candidates are presented to the Board of Directors. |
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Two new independent directors were added in 2023 that contribute the following experience and traits to our Board: |
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• Public company executive |
• Accounting and financial reporting |
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• Executive strategy and execution |
• Technology |
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• Industry experience |
• Marketing and client focus |
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• International experience |
• Regulatory - government and legal |
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The nomination and corporate governance committee believes there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position on the Board, including that such nominee:
| • |
be an individual of the highest integrity and have an inquiring mind, a willingness to ask hard questions and the ability to work well with others; |
| • |
be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director; |
| • |
be willing and able to devote sufficient time to the affairs of the company and be diligent in fulfilling the responsibilities of a director; and |
| • |
have the capacity and desire to represent the best interests of the shareholders as a whole. |
The committee will consider candidates recommended for nomination to the Board by shareholders of the company. Shareholders may nominate candidates for election to the Board under
Director orientation and continuing education and development
When a new independent director joins the Board, we provide an orientation program for the purpose of providing the new director with an understanding of the strategy and operations of the company. To assist the directors in understanding the company and its industry and maintaining the level of expertise required for our directors, the company's management team makes presentations during Board meetings relating to the competitive and industry environment and the company's goals and strategies. In addition, at most meetings the Board receives presentations on various topics related to key industry trends, topical business issues and governance.
Each director is encouraged to participate in continuing education programs for public company directors sponsored by nationally recognized educational organizations not affiliated with the company. We provide our directors with suggested educational courses on topics such as emerging governance issues, compliance and ethics matters and financial risk oversight. To facilitate the ongoing education of our directors, the cost of all such continuing education is paid for by the company.
| 2025 Proxy Statement 23 |
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Board evaluation process
The effectiveness of the Board and its committees is critical to the company's success and to the protection of our shareholders' long-term interests. To maintain their effectiveness, the Board and each standing committee annually conduct comprehensive assessments to identify areas for improvements.
|
The Board engages an independent external advisor to coordinate the Board's self-assessment by its members. The advisor has each director review a questionnaire and then performs one-on-one confidential interviews with directors. In addition to the questionnaires and interviews of each director, interviews are also conducted with those members of executive management who attend Board meetings on a regular basis. The advisor prepares and presents an in-personreport to the Board, which discusses the findings of the advisor based upon its reviews. The Board then discusses the evaluation to determine what action, if any, could further enhance the operations of the Board and its committees. |
Shareholder engagement
Why we engage
One of our key priorities is ensuring robust outreach and engagement with our shareholders in order to:
| • |
Provide transparency into our business, governance practices and compensation programs |
| • |
Determine which issues are important to our shareholders and share our views on those issues |
| • |
Identify emerging trends or issues that may impact our business and influence our practices |
How we engage
|
Investor relations and senior management We provide institutional investors with many opportunities to provide feedback to senior management by participating in conferences, one-on-oneand group meetings throughout the year. We also routinely interact and communicate with shareholders through quarterly earnings presentations, |
||
| Shareholders | ||
|
As investment professionals, we understand the value of engaging with companies and seek to maintain an active and open dialogue with our shareholders. We integrate aspects of the feedback we receive from our shareholders and share this feedback with our directors as we seek to enhance our corporate governance and executive compensation practices. In addition to our year-round shareholder engagement, for many years we have also conducted a targeted shareholder and proxy advisory outreach in the Fall of each year. In 2024, we reached out to or engaged with our top shareholders, representing approximately 71%1 of our outstanding common stock. That percentage includes our significant shareholder, MassMutual, which holds approximately 18% of our common stock and engaged directly with management in 2024 with a representative on the company's Board of Directors. Three of our shareholders, representing approximately 16%1 of our outstanding common stock, requested and held meetings with our investor relations, corporate governance, executive compensation and ESG teams. Our directors have also engaged directly with shareholders in prior years. See Shareholder and proxy advisory outreach and feedbackfor more information on this outreach and related findings. |
||
1. Ownership percentages as of
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Communications with the Chair and other non-executivedirectors
Any interested party may communicate with the Chair of our Board or our non-executivedirectors as a group at the following address:
Attn:
Communications will be distributed to the Board, or to any of the Board's committees or individual directors as appropriate, depending on the facts and circumstances of the communication. In that regard, the Invesco Board does not receive certain items which are unrelated to the duties and responsibilities of the Board.
In addition, the company maintains the Invesco Whistleblower Hotline for its employees or individuals outside the company to report complaints or concerns on an anonymous and confidential basis regarding questionable accounting, internal accounting controls or auditing matters and possible violations of the company's Code of Conduct or law. Further information about the Invesco Whistleblower Hotline is available at the Company Website.
Non-employeesmay submit any complaint regarding accounting, internal accounting controls or auditing matters directly to the audit committee of the Board of Directors by sending a written communication addressed to the audit committee at the address set forth above.
Board's role in risk oversight
The Board has oversight responsibility for the company's enterprise risk management program and processes. This includes oversight over the management of material risks with respect to the company's business, including, without limitation, business strategy, governance, financial, investment, operational, technology, cyber risk, regulatory compliance, human capital management, environmental and social risks. 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.
Invesco is committed to continually strengthening and evolving our risk management activities to ensure they keep pace with business change and client expectations. We believe a key factor in our ability to manage through challenging market conditions and significant business change is our integrated and global approach to risk management. Risk management is embedded in our day-to-daydecision-making as well as our strategic planning process while our global risk management framework enables consistent and meaningful risk dialogue up, down and across the company. Our framework leverages two governance structures: (i) our
The Board reviews and discusses with executive and senior management risk management information and reporting provided, at least quarterly, by the
Oversight of financial reporting and compliance related risk:The audit committee routinely receives reports from the control functions of finance, legal, compliance and internal audit. The Chief Risk and Audit Officer reports to the Chair of the audit committee. The audit committee oversees the internal audit function's planning and resource allocation in a manner designed to ensure testing of controls and other internal audit activities are appropriately prioritized in a risk-based manner. The audit committee also seeks to assure that appropriate risk-based inputs from management and internal audit are communicated to the company's independent public auditors.
| 2025 Proxy Statement 25 |
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Our risk management framework
BOARD OF DIRECTORS
| Oversight responsibility | Risks and risk process | |||
| The full Board has oversight responsibility for the company's enterprise risk management program and processes. This includes oversight over the management of material risks with respect to the company's business, including business strategy, financial performance, investments, operations, technology (including cybersecurity), regulatory compliance, governance, human capital management, and environmental and social matters | Though Board committees address specific risks and risk processes within their purview, the Board maintains overall responsibility for oversight of all material risks as full Board engagement supports appropriate consideration of risk in strategy setting and a more holistic understanding of risk across the enterprise | |||
|
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 |
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Oversight of cybersecurity risk:Our Board of Directors oversees cybersecurity risk and receives updates, at a minimum, twice a year regarding cybersecurity, including risks and protections. The Global Operational Risk Management Committee, one of the company's risk management committees, provides executive-level oversight and monitoring of the end-to-endprograms dedicated to managing information security and cyber related risk. The members of the committee include the Chief Information and Operations Officer,
Cybersecurity
Cyber threats are considered one of the most significant risks facing financial institutions. To mitigate that risk, we have a designated Global Chief Security Officer (GCSO) who leads our
Our information security program for the company, excluding the subsidiary described below, is led by our Chief Information Security Officer (CISO) who reports directly to the GCSO and has extensive experience in information security and risk management. Our information security program comprehensively manages all aspects of information security risk. It ensures the confidentiality, integrity, and availability of our information assets by implementing controls aligned with industry standards and applicable laws. This program is designed to identify threats, detect attacks, and protect our information assets effectively.
As noted above, one company subsidiary operates on a distinct network and, therefore, manages its own information security program in close coordination with our
Our cybersecurity programs include the following:
| • |
Proactive assessments of technical infrastructure and security resilience are performed on a regular basis which include penetration testing, offensive testing and maturity assessments. |
| • |
Conducting due diligence on third-party service providers regarding cybersecurity risks prior to on-boarding,periodic assessment of cybersecurity risks for third-party service providers and continuous monitoring for new third-party cybersecurity incidents. |
| • |
An incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a cybersecurity incident at Invesco or a third-party. |
| • |
Mandatory annual employee security awareness training, which focuses on cyber threats and security in general. |
| • |
Regular cyber phishing tests throughout the year to measure and raise employee awareness against cyber phishing threats. |
Important to these programs is our investment in threat-intelligence, our active engagement in industry and government security-related forums, and our utilization of external experts to challenge our program maturity, assess our controls and routinely test our capabilities.
As of
Political engagement and oversight
As a global investment firm dedicated to creating greater possibilities for our clients, we believe it is important to be an active participant in the political process with the objective of promoting and protecting the economic future of the company, our clients and shareholders.
| 2025 Proxy Statement 27 |
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Invesco's
Invesco maintains a
Invesco's corporate stewardship
At Invesco, corporate stewardship matters. Doing what is right for our people, the environment, and the communities in which we have a presence motivates our activities and helps us deliver positive outcomes for our shareholders. Our senior leaders and employees are committed to the communities where we live, work and volunteer. We actively partner with non-profits,start-upsand other organizations to strengthen our communities. Our areas of focus are:
|
• Education and financial literacy • Environmental stewardship and sustainability |
• Community and economic development • Health and human services |
Our employees actively address local needs and advance sustainability through Invesco Cares and the Green Teams. Invesco Cares partners with local community organizations worldwide through volunteering, skill-sharing, and fundraising to strengthen communities and drive meaningful impact. The Green Teams lead efforts to reduce carbon emissions, minimize plastic waste, promote waste conservation and support responsible e-wasterecycling. They also volunteer to restore local parks, plant trees and clean marine areas. Rooted in a culture of service, Invesco empowers employees to go beyond their daily work, joining like-minded colleagues to make a lasting impact in the communities we serve.
Operating in an environmentally responsible manner is fundamental to our corporate stewardship. Invesco seeks to help protect our natural environment by implementing and maintaining environmental management processes - for example, at Invesco offices we aim to reduce utility consumption and carbon emissions, promote energy efficiency and utilize appropriate waste management practices.
Invesco has a structured program that monitors our environmental impact, gathers ideas and suggestions for improving our global environmental management practices and approves initiatives. Invesco maintains global objectives and regional targets that are monitored to seek to ensure the continual improvement of our impact on the environment. Invesco also submits an annual report in alignment with the
Invesco's approach to Environmental, Social and Governance (ESG) investing for our clients
Invesco has an investment team-ledand client-centric investment approach, including managing to ESG related requirements or objectives if included in fund or client mandates or where required by regulation. To us, responsible stewardship means creating long-term value for our clients in alignment with their objectives. Our investment teams exercise their rights and responsibilities as stewards of capital and apply their analysis and expertise to cast voting decisions in alignment with client objectives and best interests.
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Invesco's long-term success depends on our ability to attract, develop and retain talent. Invesco invests significantly in talent development to support our employees in developing their full potential
Creating an environment where talented people thrive.Invesco's long-term success depends on our ability to attract, retain, develop, and engage top talent. Invesco invests significantly in talent development, employee benefit programs, technology and other resources that support our employees in developing their full potential both personally and professionally.
Our company provides equal opportunity in its employment and promotion practices and encourages employees to play active roles in the growth and development of the communities in which they live and work. Invesco conducts regular surveys to measure employee engagement and organizational health. Employees consistently report high scores regarding the company's ethics and values, feedback from managers and stakeholders, and a shared vision for the company's strategy and direction.
Focusing on our workforce.Employees are provided with a variety of elements to enable them to stay healthy, maintain a work-life balance and plan for retirement. These rewards include:
| • | Comprehensive health and wellness programs |
| • | Retirement savings plans |
| • | Life insurance and income-protection benefits |
| • | Holiday and time-offbenefits |
| • | Flexibility to help balance work and family responsibilities |
| • | Opportunities to develop professional skills and knowledge |
| • | Opportunities to contribute to their communities |
| • | Opportunities to become an Invesco shareholder through our employee stock purchase plan |
Developing our people.We offer resources and programs to support the development of all employees. Our efforts center on building a workplace for all employees that values their unique experiences and perspectives, putting their personal and professional well-being first, and offering opportunities for growth. Examples of programs include mentoring programs across the globe; respect in the workplace training; adhering to principles of equal employment opportunity; global leadership development programs; and an Early Careers Program with training and networking opportunities
Our approach to Diversity and Inclusion.At Invesco, we believe that an employee community that is diverse and inclusive, engaged in community involvement and invested in employee well-being will drive positive outcomes for our clients and shareholders. We strive to strengthen and sustain a culture of diversity and inclusion, creating an environment where all employees feel like they belong. Embracing a wide range of backgrounds, experiences, and viewpoints helps us to innovate and connect more deeply with our clients and deliver exceptional service.
Building community through Business Resource Groups.Invesco supports a variety of Business Resource Groups (BRGs)-grassroots employee networks that provide community, networking and mentorship and other opportunities. Our BRGs build partnerships and networks internally and help drive a sense of belonging across the company. We invest in our BRGs with senior leadership support and funding, which enables them to provide personal and professional enrichment opportunities for employees through external and internal events and initiatives. Each of our BRGs welcomes and encourages participation by all employees.
| 2025 Proxy Statement 29 |
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Compensation committee interlocks and insider participation
During 2024, the following directors served as members of the compensation committee:
Certain relationships and related transactions
Share repurchases
In order to pay withholding or other similar taxes due in connection with the vesting of equity awards granted under our equity incentive plans, our executive officers are required to "net shares" whereby the company purchases from the executive officer shares equal in value to an approximation of the tax withholding liability. Under the "net shares" method, the price per share paid by the company for repurchases is the closing price of the company's common shares on the NYSE on the vesting date. The company repurchases of stock from executive officers in excess of
| Number of shares repurchased (#) |
Aggregate consideration ($) |
|||||||
|
President and Chief Executive Officer |
49,505 | 776,353 | ||||||
|
Senior Managing Director and Chief Financial Officer |
53,359 | 841,458 | ||||||
|
Senior Managing Director and Co-Headof Investments |
28,664 | 459,844 | ||||||
|
Senior Managing Director and Head of the |
33,994 | 561,456 | ||||||
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Interests in or alongside certain Invesco-sponsored or managed investment products
Some of our employees, including our executive officers (or persons or entities affiliated with them), are provided the opportunity to invest in or alongside certain Invesco-sponsored private funds and/or public non-tradedproducts that we offer to our clients. Employees who make such investments usually do not pay management or performance fees charged to our clients. Messrs. Schlossberg, Kupor, Sharp, Wong and
In the ordinary course of business,
MassMutual and its subsidiaries
As of
MassMutual Shareholder Agreement
In connection with Invesco's acquisition of
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-Kfiled with the
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
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:
| • |
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; |
| • |
any form of business combination or similar or other extraordinary transaction involving Invesco or any subsidiary of Invesco; |
| • |
any form of restructuring, recapitalization or similar transaction with respect to Invesco or any subsidiary of Invesco; |
| • |
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; |
| • |
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 |
| • |
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. |
| 2025 Proxy Statement 31 |
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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
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:
| • |
change its capital structure in a manner that would be reasonably likely to result in certain corporate credit rating downgrades; |
| • |
amend its Memorandum of Association or Bye-Lawssuch that the rights of MassMutual would be adversely affected compared to those of the holders of Invesco capital stock generally; |
| • |
adopt a shareholder rights plan; |
| • |
make (or permit any of its material subsidiaries to make) any voluntary bankruptcy or similar filing or declaration; |
| • |
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; |
| • |
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; |
| • |
materially alter Invesco's principal line of business; or |
| • |
adopt any director qualifications to be imposed upon the MassMutual designee, other than those required by the Bye-Lawsas of |
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.
32 Invesco Ltd.
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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
| 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 |
|
| 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. |
| 2025 Proxy Statement 33 |
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Security ownership of principal shareholders
The following table sets forth the common shares beneficially owned as of
| Amount and nature of beneficial ownership1 |
Percent of class (%) |
|||||||
|
|
81,388,6722 | 18.2% | ||||||
|
50 Hudson Yards, |
54,672,9143 | 12.2% | ||||||
|
|
51,454,8674 | 11.5% | ||||||
|
|
23,173,4425 | 5.2% | ||||||
| 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. |
| 2. |
Based on information known to us and a Schedule 13D/A filed with the |
| 3. |
On |
| 4. |
On |
| 5. |
This information is based on a Form 13-Ffiled on |
34 Invesco Ltd.
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Security ownership of management
The following table lists the common shares beneficially owned as of
Beneficial ownership reported in the below table has been determined according to
| Common shares beneficially owned |
Deferred share awards |
Total | ||||||||||
|
|
94,307 | - | 94,307 | |||||||||
|
|
43,398 | - | 43,398 | |||||||||
|
|
26,362 | - | 26,362 | |||||||||
|
|
60,244 | - | 60,244 | |||||||||
|
|
27,930 | - | 27,930 | |||||||||
|
|
819,645 | 608,653 | 1,428,298 | |||||||||
|
Sir |
81,128 | - | 81,128 | |||||||||
|
|
45,433 | - | 45,433 | |||||||||
|
|
102,030 | - | 102,030 | |||||||||
|
|
39,077 | - | 39,077 | |||||||||
|
|
89,271 | - | 89,271 | |||||||||
|
|
121,884 | 229,923 | 351,807 | |||||||||
|
|
325,080 | 316,998 | 642,078 | |||||||||
|
|
610,163 | 569,934 | 1,180,097 | |||||||||
|
|
125,328 | 440,054 | 565,382 | |||||||||
|
|
149,849 | 153,433 | 303,282 | |||||||||
|
All Directors and Executive Officers as a Group (19 persons) |
2,909,267 | 2,507,944 | 5,417,211 | |||||||||
| 1. |
For |
| 2025 Proxy Statement 35 |
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Our executive officers
In addition to
|
Senior Managing Director |
Age: 53 Tenure: 22 years | |||||
|
|
||||||
|
Senior Managing Director |
Age: 50 Tenure: 5 years | |||||
|
|
||||||
|
Senior Managing Director Chief Information and Operations Officer |
Age: 53 Tenure: <1 year | |||||
|
|
||||||
36 Invesco Ltd.
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|
Senior Managing Director and General Counsel |
Age: 56 Tenure: 23 years | |||||
|
|
||||||
|
Senior Managing Director |
Age: 63 Tenure: 31 years | |||||
|
|
||||||
|
Senior Managing Director |
Age: 50 Tenure: 17 years | |||||
|
|
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| 2025 Proxy Statement 37 |
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|
Senior Managing Director |
Age: 57 Tenure: 1 year | |||||
|
|
||||||
|
Senior Managing Director |
Age: 51 Tenure: 29 years | |||||
|
|
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38 Invesco Ltd.
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| 2025 Proxy Statement 39 |
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| Advisory vote to approve compensation of our named executive officers | ||||
|
General |
||||
|
FOR
Recommendation of the 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 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 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 2025 Annual General Meeting of Shareholders, pursuant to the 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. |
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40 Invesco Ltd.
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Executive compensation
Compensation discussion and analysis
Invesco's executive compensation program is designed to align executive compensation with the long-term interests of our shareholders. We refer to certain non-GAAPmeasures throughout this section that are used in compensation decisions. Please refer to Appendix Afor information regarding these measures.
This Compensation Discussion and Analysis ("CD&A") provides shareholders with information about our industry, our business, 2024 performance, our disciplined approach to compensation and 2024 compensation decisions for our Named Executive Officers ("NEOs") listed below.
|
President and Chief Executive Officer ("CEO") |
||||
|
Senior Managing Director and Co-Headof Investments |
||||
|
Senior Managing Director and Chief Financial Officer ("CFO") |
||||
|
Senior Managing Director and Head of |
||||
|
Senior Managing Director and Head of the |
||||
|
Senior Managing Director and Co-Headof Investments |
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| 2025 Proxy Statement 41 |
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|
Executive summary Financial performance highlights |
Industry performance update and company When setting the 2024 company scorecard, the compensation committee and management set challenging targets grounded in the expectation that the industry would continue to face downward organic revenue and earnings pressures driven by secular trends. At the same time, it was imperative that management ensure that Invesco is positioned to meet clients' evolving needs while driving long-term profitable growth. Global capital markets experienced uneven growth in 2024, with an outsized emphasis on a small number of US-listedmega cap technology stocks and tempered by geopolitical events, all of which continued to drive volatility. Long-term secular trends of investor preference for passive capabilities, largely at the expense of higher fee actively managed strategies continued in 2024. Significant amounts of cash remained on the sidelines throughout the year, as investors reacted to the impact of persistently high interest rates and inflation in most major economies during the first part of the year. In the final months of 2024, cash remained on the sidelines given continued uncertainty on the future direction of interest rates and inflation. Despite these industry headwinds, Invesco's broad diversification across investment capabilities, distribution channels and geographies enabled the company to take advantage of growth opportunities, and our diversified product lineup drove net long-term inflows, differentiating Invesco from many industry peers. Executive pay for 2024 is aligned with firm and market outcomes given this industry backdrop. 2024 Financial performance • Invesco's net long-term flows performance continued to outperform most asset manager peers in 2024. The firm delivered a long-term organic growth rate of 5%, representing • Net revenues1 of • These revenue dynamics and continued leadership focus on disciplined expense management drove improvements in adjusted operating income, adjusted operating margin, and adjusted diluted EPS, while we continue to invest in areas of future growth and foundational technology projects that will benefit future scale. See page 49 for details on these metrics. Progress on corporate strategy • Invesco delivered sustained organic growth across high demand capability areas such as ETFs and Index, Separately Managed Accounts, Fundamental Fixed Income, and Private Markets. These results were diversified across distribution channels and across geographies. |
|||||
|
1. Represents or includes non-GAAPfinancial measures. See the information in Appendix Aregarding non-GAAPfinancial measures. |
42 Invesco Ltd.
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|
CEO compensation highlights |
• We maintained a strong balance sheet following the redemption of • Continued organizational simplification included the establishment of a Global Product organization, a more focused Global Technology and Operations organization, and a re-alignedgo-to-marketmodel for Private Markets. • The executive team continued to ensure that Invesco has the talent necessary to successfully execute its strategy, both investing in the development of internal talent and augmenting our platform with external expertise where appropriate. Key areas of emphasis in 2024 were Product, Technology & Operations, and Investment Risk Management. • Invesco continued to foster an inclusive environment in which talented people thrive, including the establishment of a new Leadership Framework outlining clear expectations and behaviors for our colleagues. Our CEO's compensation • Mr. Schlossberg's incentive target for 2024 was • Mr. Schlossberg's total annual incentive compensation for 2024 was |
|||
|
2. Net cash is equal to cash and cash equivalents less debt |
||||
| 2025 Proxy Statement 43 |
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|
We believe that our executive compensation program clearly links pay to company and executive performance |
Our executive compensation program | |||||||||
|
Key features of our executive compensation program include: |
||||||||||
| Transparent company scorecard.Our company scorecard discloses the target set for each measure as well as the end of year result for each measure. | ||||||||||
| Performance-based equity awards.The vesting matrix for our performance-based equity awards utilizes relative TSR and three- year average AOM. Vesting ranges from 0% to 150%; provided, however, if the company's three-year absolute TSR is negative, vesting will be capped at 100%. The committee believes that the vesting performance thresholds provide significant rigor to our incentive program, as payouts are not a range of outcomes but represent specific performance levels. See Performance-based equity awardsbelow for additional details. | ||||||||||
| 4-stepprocess to determine executive pay.We use a 4-stepprocess that aligns pay with performance. Our 4-stepprocess relies on assessing company performance based on our company scorecard and individual executive performance. See page 61 for more information about our 4-stepprocess. | ||||||||||
| 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-stepdescription 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 |
||||||||||
| Performance-based equity awards.60% of equity awards are generally performance-based.1 | ||||||||||
| Our peer groups.We maintain two peer groups for compensation and our performance-based equity awards. See page 66 for a discussion about our peer groups. | ||||||||||
|
1. When mandated by local regulatory requirements, 50% of equity awards for executive officers are performance-based and 50% are time-based. |
||||||||||
44 Invesco Ltd.
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| Introduction |
Invesco shareholder value framework
Invesco is committed to helping our clients meet their investment objectives and delivering long-term shareholder value. Our executive officers are able to directly influence business drivers of our financial and operating performance and, ultimately, company and share price valuation. Invesco's framework for long-term value creation is based primarily on:
|
Our focus on delivering the outcomes our clients seek enables us to grow our business by attracting and retaining new AUM, resulting in positive long-term organic growth. Our strong global operating platform allows us to operate effectively and efficiently and is an important driver of our operating leverage that benefits clients and shareholders. The creation of operating leverage allows us to meet current client demands, invest for future growth and create value for our shareholders. We strive to maintain our financial strength through disciplined capital management and retucapital to shareholders on a consistent and predictable basis. Our focus on driving greater efficiency and effectiveness, combined with our work to build a global business with a comprehensive range of capabilities, puts Invesco in a strong position to meet client needs, run a disciplined business, continue to invest in and grow our business over the long term, and deliver long-term value to our clients, shareholders and other stakeholders. |
||
Invesco's commitment to delivering shareholder value is aligned with the purpose-driven way in which we manage our business for all stakeholders. We operate with a consistent focus on four strategic themes:
| • |
Deliver the excellence our clients expect |
| • |
Grow high demand investment offerings |
| • |
Create an environment where talented people thrive |
| • |
Act like owners for all stakeholders |
Investing for the long-term is an important element of our strategy. Our investment capabilities are diversified in terms of investment objectives, styles, client types, and geographies. This diversification positions us to meet client needs through differing market cycles across the globe. We strive to give clients greater value for their money, which means strong investment performance, investor education, thought leadership, and value-added services that create an enhanced client experience.
Shareholder and proxy advisory outreach and feedback
The Annual General Meeting of Shareholders provides our shareholders with the opportunity to:
| • |
evaluate our executive compensation philosophy, policies and practices; |
| • |
assess the alignment of executive compensation with Invesco's results; and |
| • |
cast an advisory vote regarding the company's executive compensation. |
At the 2024 annual meeting of shareholders, the say-on-payadvisory vote received significant support, with approximately 85% of the votes in favor of our executive compensation policies, practices and determinations.
Invesco's Board understands the importance of executive compensation decisions and encourages open and constructive dialogue with our shareholders. Each year, Invesco reaches out to key shareholders and major proxy advisory firms to solicit insights on executive compensation and governance matters.
| 2025 Proxy Statement 45 |
Table of Contents
In 2024, we continued our shareholder outreach program, contacting or engaging with shareholders representing approximately 71% of our common stock. That number included our significant shareholder MassMutual, which holds approximately 18% of our common stock and engaged directly with management in 2024 with a representative on the company's Board of Directors and Compensation Committee. Our shareholder outreach program included invitations to a majority of our top shareholders and courtesy invitations to certain other shareholders and the major proxy advisory firms to discuss our executive compensation program and governance matters.
We held meetings with all shareholders who accepted our invitation - three of our shareholders representing approximately 16% of our outstanding shares1, including certain shareholders who voted against our "say-on-pay"proposal in 2024. During each of the meetings, we asked specific questions about the design of our current executive compensation program, and gave our meeting attendees the opportunity to provide feedback and ask questions. Management provided feedback to the committee based on these meetings. No significant concerns regarding our executive compensation program were raised from our discussions.
The committee, in conjunction with its independent consultant and management, has integrated aspects of the feedback into our compensation program. For example, we added a negative TSR vesting cap on performance based equity awards, and we have enhanced our company scorecard over the years to reduce the number of metrics and increase the impact of financial factors. Based on these discussions and the results of our "say-on-pay"vote last year, the committee believes that our shareholders support our overall executive compensation program.
Evolution of our executive compensation program
The below timeline demonstrates Invesco's continued responsiveness to shareholder feedback and the progression of our compensation program over the past several years.
|
2018 • Capped CEO cash bonus at |
||
|
2019 • Established incentive targets for executive officers; scorecard payouts may range from 0% to 130% • Introduced company scorecard and a detailed 4-stepcompensation process • Added a second performance measure (TSR) and increased performance rigor |
||
|
2020 • Capped CEO cash bonus at lesser of • Increased the percentage of performance-based equity awards with clawback provisions • Updated compensation and performance award peer groups |
||
|
2021 • Enhanced company scorecard to show for each measure target, outcome and % achieved. In addition, increased weighting on financial measures • Added an illustration of CEO pay calculation |
||
|
2024 • Performance-based equity will vest based on actual results rather than target in the event of an executive retirement |
||
| 1. |
Ownership percentages as of |
46 Invesco Ltd.
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| Our compensation framework |
|
We achieve alignment of performance and pay by measuring company performance and individual achievements |
| The committee uses structured judgment as we believe that a wholly formulaic program could have unintended consequences |
|
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. |
||||
2025 Proxy Statement 47
Table of Contents
| 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 pay determination process reinforces our shareholder value framework. The committee's 4-stepprocess determines each NEO's total incentive outcome, which includes all variable pay (annual cash award + time-based equity award + performance-based equity award). Based on a quantitative and qualitative performance assessment, total incentive awards can range from 0% to 130% of each NEO's incentive target. Once the total incentive award is determined, the pay mix between cash and equity is more heavily weighted to equity awards. See page 52 for the overall pay mix for the NEOs.
See page 61 for a detailed description regarding these steps
The table below shows NEO incentive targets for 2024.
| 2024 NEO incentive targets | ||||
|
2024 Incentive target |
||||
| (in millions)1 | ||||
1. Incentive compensation includes cash bonus + time-based equity + performance-based equity.
| 48 Invesco Ltd. |
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Invesco 2024 performance1
Organic flow growth outperformed most industry peers in 2024 during a challenging environment for organic asset growth. We ended the year with more than
Below are performance highlights for 2024 compared to the prior year.
| Net long-term flows ($B) | Net revenues1 ($M) | Adjusted operating margin1 | ||||||
| Adjusted operating income1 ($M) | Adjusted diluted EPS1 ($) | |||||||
1. Represents or includes non-GAAPfinancial measures. See the information in Appendix Aregarding non-GAAPfinancial measures.
2. Net cash is equal to cash and cash equivalents less debt.
| 2025 Proxy Statement 49 |
Table of Contents
Company scorecard results for 2024 - 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
Executive pay for 2024 is aligned with firm and market outcomes. For Financial Performance, the outcome was 110%. Outcomes for the individual Financial Performance measures ranged from 104% to 130%, with each financial metric weighted equally. For
|
Financial Performance |
||||||||||||||
| Measures1 | 2024 Target |
2024 Performance |
2024 Outcome |
|||||||||||
| Net long-term flows ($B) | $65.2 | 130% | ||||||||||||
| Net revenues ($MM) | $4,400 | 104% | ||||||||||||
| Adjusted operating income ($MM) | $1,371 | 106% | ||||||||||||
| Adjusted operating margin | 30.9% | 31.1% | 104% | |||||||||||
| Adjusted diluted earnings per share (diluted EPS) | $1.71 | 108% | ||||||||||||
|
Financial outcome score (each financial metric is weighted equally) |
110% |
|||||||||||||
|
Measures |
Year-end results |
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| Deliver sustainable investment quality | ||||||||||||||
|
• Increase share of actively managed assets in the top quartile of peer group over three-year performance period |
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|
• 65% of actively managed assets in top half of peer group over 3- and 5-year periods |
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| Talent development | ||||||||||||||
|
• Continue to strengthen and sustain a culture of diversity and inclusion • Attract, retain and develop high performing talent, ensuring effective succession planning throughout the organization • Attract, retain and develop junior talent |
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| 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 |
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• Manage company performance in a highly volatile market for long-term success, including achievement of committed expense reductions and balance sheet improvements |
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• Deliver the excellence our clients expect, including overall client experience and digital engagement |
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• Ensure successful implementation of enterprise-wide projects, including successful execution of Alpha and related projects; continue business simplification |
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|
Organizational health score |
102% |
|||||||||||||
1. Represents or includes non-GAAPfinancial measures. See the information in Appendix Aregarding non-GAAPfinancial measures.
| 50 Invesco Ltd. |
Table of Contents
CEO pay determination
Based on company performance, the table below shows how the committee calculated
After evaluating compensation through the company scorecard, the committee assesses whether to apply further discretion to adjust the scorecard outcome. The committee determined the scorecard outcome reflects the holistic assessment of company performance and recognizes that the committee set challenging financial and organizational goals. As a result, the committee did not apply discretion to adjust the outcome of the company scorecard.
| Step 1 - Quantitative assessment of company performance | ||||||
|
2024 incentive target |
||||||
|
Quantitative score from company scorecard |
107% | |||||
|
Step 2 - Qualitative assessment |
||||||
|
Committee did not apply any discretion based on a qualitative assessment of company results |
||||||
|
Percent of incentive target |
107% | |||||
NEO pay determinations
The NEOs compensation is based on the overall outcome of the
The table below shows annual compensation decisions for each of the NEOs for 2024.
2024 NEO total compensation
|
Base salary ($) |
Cash bonus ($) |
Time-based equity ($)1 |
Performance- based equity ($)1 |
Total compensation ($) |
Change from 2023 (%) |
|||||||||||||||||||
|
|
750,000 | 4,092,750 | 3,819,900 | 5,729,850 | 14,392,500 | 42.7 | ||||||||||||||||||
|
|
500,000 | 1,926,000 | 1,444,500 | 1,444,500 | 5,315,000 | 20.5 | ||||||||||||||||||
|
|
500,000 | 2,223,000 | 1,333,800 | 2,000,700 | 6,057,500 | 21.2 | ||||||||||||||||||
|
|
500,000 | 2,100,000 | 1,260,000 | 1,890,000 | 5,750,000 | 13.5 | ||||||||||||||||||
|
|
500,000 | 2,100,000 | 1,575,000 | 1,575,000 | 5,750,000 | 13.5 | ||||||||||||||||||
|
|
500,000 | 1,926,000 | 1,155,600 | 1,733,400 | 5,315,000 | 20.5 | ||||||||||||||||||
| 1. |
For each executive other than |
| 2025 Proxy Statement 51 |
Table of Contents
Caps
For the CEO, total annual compensation is capped at
For NEOs (other than the CEO), cash bonuses are capped at 50% of total pay.
Performance-based incentives
A significant portion of annual equity awards for executive officers is performance-based. Vesting of performance-based awards continues to be tied to AOM and relative TSR, each over a three-year period. See Performance-based equity awardson page 64 for additional details.
NEO annual variable pay is at risk
Our compensation structure reflects our commitment to pay for performance. As noted below, 95% of our CEO pay is variable and approximately 91% - 92% of our other NEOs compensation is variable. Compensation mix percentages reflect compensation decisions by the committee for 2024.
Cash bonus and equity awards were earned in 2024 and paid/granted in 2025. In accordance with
2024 CEO total annual compensation -
2024 NEO total annual compensation (excluding CEO)
1. When mandated by local regulatory requirements, 50% of equity awards for executive officers are performance-based and 50% are time-based.
| 52 Invesco Ltd. |
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| NEO annual pay outcomes and performance summaries |
We link pay and performance
Below is a summary of 2024 NEO annual compensation and material accomplishments the committee considered when determining compensation.
|
Andrew R. Schlossberg President and CEO |
2024 Compensation (in 000s) |
Responsibilities
|
||||||
| Base salary | ||||||||
| Annual incentive award - Cash | ||||||||
| Annual time-based equity | ||||||||
| Annual performance-based equity | ||||||||
| Total annual incentive compensation | ||||||||
| 2024 annual incentive target | ||||||||
| Total annual incentive compensation as a % of 2024 incentive target |
107% | |||||||
| Total annual compensation | ||||||||
For 2024, the committee decided that
|
2024 Key achievements Financial results • Invesco's operating results improved under • The firm further strengthened its balance sheet in 2024, while continuing to re-investin the company's growth. The redemption of |
||
|
• The firm continued to manage expenses enhancing the firm's effectiveness and efficiency and helping improve operating results. |
||
|
• Overall assets under management increased by 16.4% over the prior year to more than |
||
|
Strategy • Mr. Schlossberg led efforts to enhance Invesco's long-term strategy, including introducing a more focused set of strategic priorities, adjusting and aligning the firm's organizational design and processes, recruiting and promoting talent into key roles, introducing new ways of working, and enhancing its talent development plans. This was executed with robust and frequent communication to drive deeper engagement on the strategy among all employees, clients, and shareholders. • Under |
||
1. Represents or includes non-GAAPfinancial measures. See the information in Appendix Aregarding non-GAAPfinancial measures.
| 2025 Proxy Statement 53 |
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| • |
|
| • |
The company also progressed the implementation of several key technology and operational initiatives including going live with the first wave of its Alpha systems and advancing its effort to move modernized capability to the cloud, notably finalizing the exit from all of our EMEA data centers. |
Culture and talent
| • |
|
| • |
During 2024, |
54 Invesco Ltd.
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|
Our compensation committee has demonstrated over multiple years that our CEO's compensation is aligned with the company's financial performance |
CEO annual pay is aligned to financial performance |
|||
|
The below charts demonstrate that over the last five years the committee has ensured that the CEO's compensation has aligned closely with the financial outcomes of the firm. Compensation numbers reflect compensation for |
||||
|
5-yearInvesco CEO pay versus financial performance |
||||
|
CEO compensation1 $ millions Adjusted operating margin2 % |
Adjusted operating income2 $ millions Adjusted diluted EPS2 $ |
|||
| 2020 | 2021 | 2022 | 2023 | 2024 | ||||||||||||||||
|
∎ CEO compensation ($mil) |
11.1 | 16.8 | 11.0 | 10.1 | 14.4 | |||||||||||||||
|
∎ Adjusted operating income2 ($mil) |
1,665 | 2,183 | 1,615 | 1,214 | 1,371 | |||||||||||||||
|
∎ Adjusted operating margin2 (%) |
37.0 | 41.5 | 34.8 | 28.2 | 31.1 | |||||||||||||||
|
∎ Adjusted diluted EPS2 ($) |
1.93 | 3.09 | 1.68 | 1.51 | 1.71 | |||||||||||||||
|
1. Compensation numbers reflect compensation for 2. Represents or includes non-GAAPfinancial measures. See the information in Appendix Aregarding non-GAAPfinancial measures. |
||||||||||||||||||||
| 2025 Proxy Statement 55 |
Table of Contents
Other NEO pay and performance
|
Senior Managing Director and Co-Headof Investments |
2024 Compensation (in 000s) |
Responsibilities
|
||||||||
| Base salary | ||||||||||
| Annual incentive award - Cash | ||||||||||
| Annual time-based equity | ||||||||||
| Annual performance-based equity | ||||||||||
| Total annual incentive compensation1 | ||||||||||
| 2024 annual incentive target | ||||||||||
| Total annual incentive compensation as a % of 2024 incentive target | 107% | |||||||||
| Total annual compensation | ||||||||||
Based on the quantitative outcome of Invesco's performance and a qualitative review of
|
2024 Key achievements • Developed and nurtured a high performing investment function, with continued focus on strong investment performance, collaboration and leadership strength. • Strengthened the investment risk organization, with new executive leadership and enhancements to platform-wide performance dashboards, performance measurement processes, performance review/escalation procedures, and counterparty risk reviews. • Built on the success of the EMEA fundamental equities business with 74% of fund assets ranked in the top quartile and 89% ahead of benchmark on a three-year basis as of • Consolidated US based • Advanced the multi-asset strategies function, with focus on collaboration across platform to meet client demand and enhancing structure and capabilities to operate as a single global platform. |
||
1. Numbers may not add up due to rounding.
56 Invesco Ltd.
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|
Senior Managing Director and Chief Financial Officer |
2024 Compensation (in 000s) |
Responsibilities |
||||||||
| Base salary | ||||||||||
| Annual incentive award - Cash | ||||||||||
| Annual time-based equity | ||||||||||
| Annual performance-based equity | ||||||||||
| Total annual incentive compensation | ||||||||||
| 2024 annual incentive target | ||||||||||
| Total annual incentive compensation as a % of 2024 incentive target | 117% | |||||||||
| Total annual compensation | ||||||||||
| Supplemental cash award | ||||||||||
| Supplemental time-based equity award | ||||||||||
Based on the quantitative outcome of Invesco's performance and a qualitative review of
In early 2025, the committee granted a supplemental award to
|
2024 Key achievements • Continued execution of balance sheet optimization providing the firm enhanced financial flexibility. Redeemed • Led successful execution of capital management strategy, resulting in the retuof over • Drove continued focus on disciplined expense management, resulting in positive operating leverage and improvement in adjusted operating margin2 to 31.1%. • Continued high level of engagement with investment community, both active equity shareholders and sell-side analysts, completing multiple conferences and roadshows. Further refined investor disclosures to provide greater clarity on portfolio mix, revenue drivers, and strategic focus. • Led rollout of multi-year strategy for the Board, establishing clear and consistent articulation of the firm's priorities with linkage to key performance indicators and long-term profitability scenarios. • Enhanced employee engagement through a series of town halls to communicate the strategy and financial insights enabling all colleagues to "act like owners". • Provided leadership and interim support of Technology and Operations function following the passing of our former Chief Administrative Officer. |
1. Net debt is equal to debt less cash and cash equivalents.
2. Represents or includes non-GAAPfinancial measures. See the information in Appendix Aregarding non-GAAPfinancial measures.
| 2025 Proxy Statement 57 |
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|
Senior Managing |
2024 Compensation (in 000s) |
Responsibilities
|
||||||||||
|
Base salary |
||||||||||||
|
Annual incentive award - Cash |
||||||||||||
|
Annual time-based equity |
||||||||||||
|
Annual performance-based equity |
||||||||||||
|
Total annual incentive compensation |
||||||||||||
|
2024 annual incentive target |
||||||||||||
|
Total annual incentive compensation as a % of 2024 incentive target |
100% | |||||||||||
|
Total annual compensation |
||||||||||||
Based on the quantitative outcome of Invesco's performance and a qualitative review of
|
2024 Key achievements • Led the • Oversaw China platform, which demonstrated resilience and sourced • Led our Japanese business, which continues to experience strong growth. • Maintained strong investment performance for |
1. Source: Invesco Performance Data as of
58 Invesco Ltd.
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|
Senior Managing Director |
2024 Compensation (in 000s) |
Responsibilities
|
||||||||||
|
Base salary |
||||||||||||
|
Annual incentive award - Cash |
||||||||||||
|
Annual time-based equity |
||||||||||||
|
Annual performance-based equity |
||||||||||||
|
Total annual incentive compensation |
||||||||||||
|
2024 annual incentive target |
||||||||||||
| Total annual incentive compensation as a % of 2024 incentive target | 100% | |||||||||||
|
Total annual compensation |
||||||||||||
Based on the quantitative outcome of Invesco's performance and a qualitative review of
|
2024 Key achievements |
||
|
• Led efforts across the |
||
|
• Continued to refine our cross-regional commercial strategy and model, reflecting market opportunities and areas of strength to enable clients to access a wide range of specialized capabilities and delivery methods. |
||
|
• Reorganized US and |
||
|
• Oversaw the development and initial implementation of additional digital tools and service capabilities that align with client demand and competitive differentiation. |
||
|
• Realigned the product organization to enhance the delivery of investment content to our clients. |
1. Gross active fund sales figure represents all vehicle types.
| 2025 Proxy Statement 59 |
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|
Senior Managing Director and Co-Head of Investments |
2024 Compensation (in 000s) |
Responsibilities |
||||||||||
|
Base salary |
||||||||||||
|
Annual incentive award - Cash |
||||||||||||
|
Annual time-based equity |
||||||||||||
|
Annual performance-based equity |
||||||||||||
|
Total annual incentive compensation |
||||||||||||
|
2024 annual incentive target |
||||||||||||
|
Total annual incentive compensation as a % of 2024 incentive target |
107% |
|||||||||||
|
Total annual compensation |
||||||||||||
Based on the quantitative outcome of Invesco's performance and a qualitative review of
|
2024 Key achievements |
||
|
• Developed and nurtured a high performing investment function, with continued focus on strong investment performance, collaboration and leadership strength. |
||
|
• Strengthened the investment risk organization, with new executive leadership and enhancements to platform-wide performance dashboards, performance measurement processes, performance review/escalation procedures, and counterparty risk reviews. |
||
|
• Sustained investment performance in Invesco Fixed Income with competitive peer and benchmark relative performance over 1-,3-,and 5-year periods despite challenges of the macro-economic backdrop and associated market uncertainties. As of |
||
|
• Significant progress towards our comprehensive strategy for accelerating growth of our Private Markets business, including the successful go to market product initiatives across both |
||
|
• Assumed broader leadership role in implementation and delivery of the Alpha platform, including successful implementation of initial phase and developing new project governance and escalation procedures. |
1. Source: Invesco Performance Data as of
60 Invesco Ltd.
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| The committee's process for determining annual executive pay |
We describe below a summary of the steps our committee takes in making its annual compensation decisions.
|
Step 1 Incentive awards range from 0% to 130% of target |
Step 1- approving company scorecard and setting individual annual incentive targets and goals In early 2024, the committee approved the company scorecard and established annual incentive targets (consisting of cash bonus + equity awards) for our CEO and our other executive officers. Actual incentive awards range from 0% to 130% of the target amount based on company and individual performance. The Board also approved the company's operating plan which is part of the annual goals for the company and the CEO. In consultation with |
|
|
Step 2 Ensuring that our incentive pool and incentive awards are commercially viable |
Step 2- setting our company-wide incentive pool Based on 2024 financial results and the company's performance toward achieving its strategic objectives, the committee approved the company-wide incentive pool for 2024 at 43% of revenue. Absolute incentive pools were up year-over-year from 2023. 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 |
|
|
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 2024 and early in 2025, the committee conducted its final quantitative assessment of company performance for 2024 using the company scorecard. The scorecard is based on results achieved and related weightings in the following categories: Financial Performance 66.7% and |
| 2025 Proxy Statement 61 |
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|
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 2024 and early in 2025, 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 equity of which at least 50% is a performance-based equity award. |
62 Invesco Ltd.
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| Our compensation components |
Compensation components
We utilize the following key compensation components in our executive compensation program to achieve our objectives. The key components demonstrate our focus on annual and long-term incentive compensation that is closely aligned with company performance.
As noted below, incentive compensation is comprised of an annual cash bonus + time-based equity award + performance-based equity award. All annual incentive compensation is paid out of a company-wide incentive pool. Individual executive awards are based on individual incentive targets, company scorecard results and individual performance.
| Component | Purpose | Description | ||||
|
Base salary Cash |
Provides fixed pay for the performance of day-to-dayjob 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 |
||||
|
Annualincentive 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-monthdeferral period |
||||
| Performance-basedequity 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-termstrategic 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 |
||||
| 2025 Proxy Statement 63 |
Table of Contents
| Our compensation philosophy and objectives |
Compensation philosophy
Invesco's compensation program is designed to support our multi-year strategic objectives and the behaviors and discipline that generate strong performance for our clients and shareholders by:
| • |
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; |
| • |
balancing pay-for-performancewith economic outcomes; |
| • |
reinforcing our commercial viability by closely linking rewards to Invesco, business unit and individual results and performance; |
| • |
attracting, recognizing and retaining talent by ensuring a meaningful mix of cash and deferred compensation; and |
| • |
discouraging excessive risk-taking that would have a material adverse impact on our clients, shareholders or the company. |
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 of our other NEOs is deferred and 70% of our CEO's annual incentive compensation is deferred. The committee has no pre-establishedpolicy or target on the compensation mix between pay elements.
Performance-based equity awards
Performance based equity awards vest based on the following two performance measures - AOMand relative TSRover 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
| • |
tracks value created for shareholders as a quantitative measure |
| • |
aligns with shareholder interests |
AOM
| • |
encourages revenue growth with disciplined expense management |
| • |
is consistent with the way the business is managed |
| • |
is an important measure of overall strength of an asset manager |
| • |
is a primary focus of shareholders |
Performance award vesting matrix
The number of shares that vest will equal the target award amount multiplied by the vesting percentage associated with the average AOM and relative TSR ranking on the chart below. Vesting may range from 0% to 150%. We believe that the linked vesting performance thresholds provides significant rigor to our incentive program, as payouts are not a range of outcomes but represent specific performance levels. We believe that the rigor of the performance goals tied to our performance-based equity awards is demonstrated by the vesting percentages for the past 3 years' awards, including the 2022 PSUs that vested in February 2025. With respect to the 2022 PSUs, our three-year average AOM was 32.1% and our relative TSR ranking was at the 22nd percentile for the three-year period, resulting in these awards vesting at 17% of target.
64 Invesco Ltd.
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| If Invesco's relative TSR is the lowest percentile and three-year average AOM is 24% or less, then our CEO and each of our other executives will not be entitled to a distribution of any shares or accrued dividends. In addition, if the company's three-year absolute TSR is negative, vesting will be capped at 100%. |
In early 2025, the committee, in consultation with Johnson Associates, approved the vesting matrix for performance-based equity awards granted in February 2025 in connection with 2024 pay. The committee continues to review performance-based equity awards (including performance measures, vesting measures and methodologies) based on industry trends, peer practices and feedback from shareholders and major proxy advisory firms. As shown below, the vesting matrix continues to use three-year average AOM and relative TSR as measures for the performance-based equity awards. The committee believes that the vesting matrix aligns with our operating plan and ensures an appropriate level of vesting rigor.
The below vesting matrix is for performance-based equity awards granted in February 2025 in connection with 2024 pay.
Performance Share Vesting: 2025 to 2027 Performance Period
| three-year | Relative TSR | |||||||||
| average AOM | Lowest | 40% tile | 55% tile | 75% tile | Highest | |||||
|
≥34% |
100% | 116% | 133% | 142% | 150% | |||||
|
33% |
83% | 103% | 122% | 133% | 142% | |||||
|
31% |
67% | 90% | 111% | 123% | 133% | |||||
|
29% |
50% | 75% | 100% | 113% | 125% | |||||
|
27% |
33% | 58% | 83% | 100% | 117% | |||||
|
25% |
17% | 42% | 68% | 88% | 108% | |||||
|
≤24% |
0% | 25% | 50% | 75% | 100% | |||||
Vesting percentages between the data points to be determined by straight line interpolation.
The committee believes that the company's performance-base equity awards demonstrate our pay-for-performancephilosophy and are correlated with company results as shown in recent years.
Role of the compensation committee
The committee's responsibilities include:
| • | reviewing and making recommendations to the Board about the company's overall compensation philosophy; |
| • | approving the company-wide incentive pool; |
| • | evaluating the performance of, and setting the compensation for, the CEO; and |
| • | overseeing management's annual process for evaluating the performance of, and approving the compensation for, each of the other executive officers. |
Role of the independent compensation consultant
The committee has engaged Johnson Associates, an independent consulting firm, to advise it on non-executivedirector and executive compensation matters. Johnson Associates assists the committee throughout the year by:
| • | providing analysis and evaluation of our overall executive compensation program, including compensation paid to our non-executivedirectors and executive officers; |
| • | attending certain meetings of the committee and periodically meeting with the committee without members of management present; |
| • | 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 |
| • | providing commentary regarding market conditions, market impressions and compensation trends. |
| 2025 Proxy Statement 65 |
Table of Contents
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 2024. The committee has considered various factors as required by NYSE rules as to whether the work of Johnson Associates with respect to director and executive compensation-related matters raised any conflict of interest. The committee has determined no conflict of interest was raised by the engagement of Johnson Associates.
Role of the executive officers
Our CEO meets with the non-executivedirectors throughout the year to discuss executive performance and compensation matters, including proposals on compensation for individual executive officers (other than himself). Our CEO and Chief Human Resources Officer work with the committee to implement our compensation philosophy. They also provide to the committee information regarding financial and investment performance of the company as well as our progress toward our long-term strategic objectives. Our CFO assists as needed in explaining specific aspects of the company's financial performance and recommending financial and investment company goals.
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.
The company's peer group does not solely determine executive pay outcomes but is a reasonable reference point and one of multiple perspectives considered when determining executive (including NEO) pay.
Below is the compensation peer group that has been used since 2021 as well as the peer group for performance-based awards granted since 2022. The peer group for performance-based equity awards is comprised of firms with publicly reported financial results.
Peer group
|
• AllianceBernstein1 |
• Goldman Sachs (Asset Management) |
• NortheTrust1 |
||
|
• Bank of NY Mellon1 |
• Janus Henderson1 |
• State Street1 |
||
|
• BlackRock1 |
• Lazard1 |
• T. |
||
|
• Franklin Resources1 |
• Morgan Stanley (Investment Management) |
| 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. |
66 Invesco Ltd.
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| Compensation policies and 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 |
|
×
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 |
procedures and trading blackout periods in Invesco's securities (including common stock, debt, options, and other related derivative securities) for covered persons.
|
2025 Proxy Statement 67
|
collars and forward sale contracts, involving our securities; however, limited exceptions are allowed. To date, no exceptions have been made. The hedging policy is in place for all of our directors, officers, employees and any of their respective (i) family members that reside in the same household as the individual, (ii) anyone else who lives in the household, (iii) family members outside of the household that the individual directs or influences control and (iv) any entities, including any corporations, partnerships or trusts that the individual influences or controls.
| 1. |
the company issues a restatement of financial results to correct a material error;
OR
|
| 2. |
the company experiences a little "r" restatement where an error occurs that is immaterial to the prior period financial statements; however, correcting the error, or the lack of correcting the error, in the current period would materially misstate the current period financial statements;
|
.
incentive award guidelines
incentive award grants to persons other than executive officers or
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.
incentive awards generally are granted as of the 15th day of the month.
| • |
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.
|
| • |
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.
|
| • |
Sales and commission plans generally contain multiple performance measures and discretionary elements.
|
|
2025 Proxy Statement 69
|
| • |
Executive officers receive a substantial portion of compensation in the form of equity awards that vest over multi-year periods.
|
| - |
Time-based equity awards vest ratably over a four-year period.
|
| - |
Performance-based equity awards for executive officers are subject to a three-year performance period and three -year cliff vesting.
|
| • |
The achievement of financial performance for the performance-based equity awards is certified by the compensation committee.
|
| • |
Incentive compensation for executive officers is subject to our Policy for Recoupment of Incentive Compensation.
|
| • |
Executive officers are subject to our Executive Officer Stock Ownership Policy.
|
for the year ended December 31, 2024.
| Sir |
||
Table of Contents
Summary compensation table for 2024
The following table sets forth information about compensation earned by our named executive officers during 2022, 2023 and 2024 in accordance with
| Year | Salary ($)1 | Bonus ($)4 |
Share awards ($)2 |
Non-equity incentive plan compensation ($)3 |
All other compensation ($)5 |
Total ($) | ||||||||||||||||||||||
|
|
2024 | 750,000 | - | 6,239,369 | 4,092,750 | 150,222 | 11,232,341 | |||||||||||||||||||||
|
President and Chief |
2023 | 625,000 | - | 8,323,081 | 2,801,250 | 115,600 | 11,864,931 | |||||||||||||||||||||
|
Executive Officer |
2022 | 500,000 | - | 3,449,992 | 1,495,541 | 38,744 | 5,484,277 | |||||||||||||||||||||
|
|
2024 | 500,000 | 500,000 | 2,577,352 | 2,223,000 | 25,644 | 5,825,996 | |||||||||||||||||||||
|
Senior Managing Director, |
2023 | 500,000 | - | 3,811,265 | 1,800,000 | 22,824 | 6,134,089 | |||||||||||||||||||||
|
Chief Financial Officer |
2022 | 500,000 | - | 2,649,987 | 1,084,337 | 25,714 | 4,260,038 | |||||||||||||||||||||
|
|
2024 | 500,000 | - | 2,257,181 | 1,926,000 | 15,646 | 4,698,827 | |||||||||||||||||||||
|
Senior Managing Director, |
2023 | 459,268 | - | 2,720,849 | 1,564,000 | 12,935 | 4,757,052 | |||||||||||||||||||||
|
Co-Headof Investments |
||||||||||||||||||||||||||||
|
|
2024 | 500,000 | - | 2,616,000 | 2,100,000 | 77,818 | 5,293,818 | |||||||||||||||||||||
|
Senior Managing Director and |
2023 | 500,000 | - | 4,393,319 | 1,827,000 | 71,540 | 6,791,859 | |||||||||||||||||||||
|
Chief Executive Officer, |
2022 | 500,000 | - | 3,499,991 | 1,518,750 | 68,543 | 5,587,284 | |||||||||||||||||||||
|
Invesco Asia-Pacific |
||||||||||||||||||||||||||||
|
|
2024 | 500,000 | - | 2,636,761 | 2,100,000 | 53,610 | 5,290,371 | |||||||||||||||||||||
|
Senior Managing Director, |
2023 | 500,000 | - | 3,603,720 | 1,827,000 | 50,193 | 5,980,913 | |||||||||||||||||||||
|
Head of the |
||||||||||||||||||||||||||||
|
|
2024 | 500,000 | - | 2,239,435 | 1,926,000 | 26,166 | 4,691,601 | |||||||||||||||||||||
|
Senior Managing Director, |
2023 | 481,250 | - | 2,299,446 | 1,564,000 | 23,478 | 4,368,174 | |||||||||||||||||||||
|
Co-Headof Investments |
||||||||||||||||||||||||||||
| 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 |
| 2. |
For share awards granted in 2024, includes |
| • |
Annual time-based equity awards.Each of the named executive officers received an annual time-based equity award that vests in four equal annual installments on each anniversary of the date of grant. The grant date fair value is based on the closing stock price on the date of grant. |
| • |
Annual 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 (2024-2026) and vests on February 28, 2027. The grant date fair value of the performance-based awards granted in 2024 reflect 92.43% probability of achieving the 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: |
|
|
Target value ($) | Maximum value ($) | ||||
|
|
3,921,747 | 5,882,621 | ||||
|
|
1,619,991 | 2,429,986 | ||||
|
|
1,172,988 | 1,759,481 | ||||
|
|
1,644,287 | 2,466,430 | ||||
|
|
1,370,244 | 2,055,366 | ||||
|
|
1,407,597 | 2,111,396 | ||||
|
The amounts disclosed do not reflect the value realized by the named executive officers. For additional information, please see Grants of plan-based share awards for 2024below for information about the number of shares underlying each of the equity awards. |
| 3. |
Reflects cash bonus award earned for the year and paid in February of the following year. |
| 4. |
Reflects a supplemental bonus payment to recognize the extraordinary contributions made by |
| 5. |
The table below reflects the items that are included in the All Other Compensation column for 2024. |
| 6. |
|
| 7. |
|
| 2025 Proxy Statement 71 |
Table of Contents
All other compensation table for 2024
| Insurance premiums ($) |
Company contributions to retirement and 401(k) plans ($)1 |
Tax consultation ($) |
Perquisites ($)2 |
Assignment related payments and gross ups (Home)3 |
Total all other compensation ($) |
|||||||||||||||||||
|
|
3,678 | 22,200 | 20,819 | 93,844 | 9,681 | 150,222 | ||||||||||||||||||
|
|
3,444 | 22,200 | - | - | - | 25,644 | ||||||||||||||||||
|
|
2,857 | 12,789 | - | - | - | 15,646 | ||||||||||||||||||
|
|
9,183 | 62,485 | 6,150 | - | - | 77,818 | ||||||||||||||||||
|
|
2,857 | 44,721 | 6,032 | - | - | 53,610 | ||||||||||||||||||
|
|
3,966 | 22,200 | - | - | - | 26,166 | ||||||||||||||||||
| 1. |
Amounts of matching contributions paid by the company to our retirement savings plans are calculated on the same basis for all plan participants, including the named executive officers. |
| 2. |
Perquisites include the following: |
With respect to
| 3. |
Reflects tax payments made to various jurisdictions and the related tax gross ups resulting from tax returns prepared by |
72 Invesco Ltd.
Table of Contents
Grants of plan-based share awards for 2024
The following table presents information concerning year-endequity awards and transition equity awards granted to each of the named executive officers in 2024. Although our Equity Plan provides for stock options and stock appreciation rights, Invesco does not grant stock options or stock appreciation rights.
|
Estimated future payout under equity incentive plan awards3 |
Closing market |
|||||||||||||||||||||||||||||||||||||||
| Grant date1 |
Type of award2 |
Vesting 2 |
Threshold (#) |
Target (#) |
Maximum (#) |
All other share awards (#) |
Price on date of grant ($/ share) |
Grant date fair value of share awards ($)3 |
||||||||||||||||||||||||||||||||
| 2/28/24 | Time | 4-year ratable | - | - | - | 170,994 | 15.29 | 2,614,498 | ||||||||||||||||||||||||||||||||
|
2/28/24 |
Performance | 36-monthcliff | - | 256,491 | 384,737 | - | 15.29 | 3,624,871 | ||||||||||||||||||||||||||||||||
| 2/28/24 | Time | 4-yearratable | - | - | - | 70,634 | 15.29 | 1,079,994 | ||||||||||||||||||||||||||||||||
|
2/28/24 |
Performance | 36-monthcliff | - | 105,951 | 158,927 | - | 15.29 | 1,497,358 | ||||||||||||||||||||||||||||||||
| 2/28/24 | Time | 4-yearratable | - | - | - | 76,716 | 15.29 | 1,172,988 | ||||||||||||||||||||||||||||||||
| 2/28/24 | Performance | 36-monthcliff | - | 76,716 | 115,074 | - | 15.29 | 1,084,193 | ||||||||||||||||||||||||||||||||
| 2/28/24 | Time | 4-yearratable | - | - | - | 71,693 | 15.29 | 1,096,186 | ||||||||||||||||||||||||||||||||
| 2/28/24 | Performance | 36-monthcliff | - | 107,540 | 161,310 | - | 15.29 | 1,519,814 | ||||||||||||||||||||||||||||||||
| 2/28/24 | Time | 4-yearratable | - | - | - | 89,617 | 15.29 | 1,370,244 | ||||||||||||||||||||||||||||||||
| 2/28/24 | Performance | 36-monthcliff | - | 89,617 | 134,426 | - | 15.29 | 1,266,517 | ||||||||||||||||||||||||||||||||
| 2/28/24 | Time | 4-yearratable | - | - | - | 61,373 | 15.29 | 938,393 | ||||||||||||||||||||||||||||||||
| 2/28/24 | Performance | 36-monthcliff | - | 92,060 | 138,090 | - | 15.29 | 1,301,042 | ||||||||||||||||||||||||||||||||
| 1. |
For equity granted on February 28, 2024, the committee approved the awards on February 13, 2024. |
| 2. |
2024 Award types |
All equity awards were granted under our Equity Plan. Equity awards are subject to transfer restrictions and generally are subject to forfeiture prior to vesting upon a recipient's termination of employment.
Time-based annual equity awards. Time-based year-endequity awards vest 25% each year on the anniversary of the date of grant. All dividends and dividend equivalents are paid at the same rate as on our common shares. With respect to
Performance-based annual equity awards. Year-endperformance-based equity awards are subject to a three-year performance period (2024-2026) and are scheduled to vest on February 28, 2027. Dividends are deferred and are paid at the same rate as on our common shares if and to the extent the award vests.
| 3. |
Estimated future payouts under equity incentive plan awards. The share amounts shown under these columns represent potential threshold, target and maximum share payout amounts for achievement of performance levels for awards granted. The actual number of shares that vest is determined by AOM and relative TSR multipliers, ranging from 0% to 150% of target levels. |
| 4. |
Grant date fair value. For time-based annual equity awards and time-based transition equity awards, the grant date fair value is based on the closing stock price on the date of grant. The grant date fair value of performance-based awards granted in 2024 reflect 92.43% probability of achieving the target. |
| 2025 Proxy Statement 73 |
Table of Contents
Outstanding share awards at year-endfor 2024
The following table provides information as of December 31, 2024 about the outstanding equity awards held by our named executive officers.
| Footnote | Grant date |
Number of shares or units that have not vested (#) |
Market value of shares or units that have not vested ($) |
Equity incentive plan awards that have not vested (#) |
Market value of equity incentive plan awards that have not vested ($) |
|||||||||||||||||||
|
|
1 | 2/28/21 | 10,959 | 191,563 | - | - | ||||||||||||||||||
| 2 | 2/28/22 | 32,368 | 565,793 | - | - | |||||||||||||||||||
| 3 | 2/28/22 | - | - | 97,693 | 1,707,674 | |||||||||||||||||||
| 4 | 2/28/23 | 41,738 | 729,580 | - | - | |||||||||||||||||||
| 3 | 2/28/23 | - | - | 83,475 | 1,459,143 | |||||||||||||||||||
| 5 | 7/3/23 | 350,262 | 6,122,580 | - | - | |||||||||||||||||||
| 6 | 2/28/24 | 170,994 | 2,988,975 | - | - | |||||||||||||||||||
| 3 | 2/28/24 | - | - | 256,491 | 4,483,463 | |||||||||||||||||||
|
Total |
606,321 | 10,598,491 | 437,659 | 7,650,280 | ||||||||||||||||||||
|
|
1 | 2/28/21 | 8,029 | 140,347 | - | - | ||||||||||||||||||
| 2 | 2/28/22 | 24,718 | 432,071 | - | - | |||||||||||||||||||
| 3 | 2/28/22 | - | - | 75,329 | 1,316,751 | |||||||||||||||||||
| 4 | 2/28/23 | 32,542 | 568,834 | - | - | |||||||||||||||||||
| 3 | 2/28/23 | - | - | 65,084 | 1,137,668 | |||||||||||||||||||
| 5 | 7/3/23 | 116,754 | 2,040,860 | - | - | |||||||||||||||||||
| 6 | 2/28/24 | 70,634 | 1,234,682 | - | - | |||||||||||||||||||
| 3 | 2/28/24 | - | - | 105,951 | 1,852,023 | |||||||||||||||||||
|
Total |
252,677 | 4,416,794 | 246,364 | 4,306,442 | ||||||||||||||||||||
|
|
1 | 2/28/21 | 6,973 | 121,888 | - | - | ||||||||||||||||||
| 2 | 2/28/22 | 18,889 | 330,180 | - | - | |||||||||||||||||||
| 5 | 2/7/23 | 76,491 | 1,337,063 | - | - | |||||||||||||||||||
| 4 | 2/28/23 | 30,615 | 535,150 | - | - | |||||||||||||||||||
| 6 | 2/28/24 | 76,716 | 1,340,996 | - | - | |||||||||||||||||||
| 3 | 2/28/24 | - | - | 76,716 | 1,340,996 | |||||||||||||||||||
|
Total |
209,684 | 3,665,277 | 76,716 | 1,340,996 | ||||||||||||||||||||
|
|
1 | 2/28/21 | 13,122 | 229,373 | - | - | ||||||||||||||||||
| 2 | 2/28/22 | 32,957 | 576,088 | - | - | |||||||||||||||||||
| 3 | 2/28/22 | - | - | 98,870 | 1,728,248 | |||||||||||||||||||
| 4 | 2/28/23 | 42,999 | 751,623 | - | ||||||||||||||||||||
| 3 | 2/28/23 | - | - | 85,999 | 1,503,263 | |||||||||||||||||||
| 5 | 7/3/23 | 116,754 | 2,040,860 | - | - | |||||||||||||||||||
| 6 | 2/28/24 | 71,693 | 1,253,194 | - | - | |||||||||||||||||||
| 3 | 2/28/24 | - | - | 107,540 | 1,879,799 | |||||||||||||||||||
|
Total |
277,525 | 4,851,138 | 292,409 | 5,111,310 | ||||||||||||||||||||
|
|
1 | 2/28/21 | 8,731 | 152,618 | - | - | ||||||||||||||||||
| 2 | 2/28/22 | 27,095 | 473,621 | - | - | |||||||||||||||||||
| 3 | 2/28/22 | - | - | 54,189 | 947,224 | |||||||||||||||||||
| 4 | 2/28/23 | 35,674 | 623,582 | - | - | |||||||||||||||||||
| 3 | 2/28/23 | - | - | 47,565 | 831,436 | |||||||||||||||||||
| 5 | 7/3/23 | 116,754 | 2,040,860 | - | - | |||||||||||||||||||
| 6 | 2/28/24 | 89,617 | 1,566,505 | - | - | |||||||||||||||||||
| 3 | 2/28/24 | - | - | 89,617 | 1,566,505 | |||||||||||||||||||
|
Total |
277,871 | 4,857,186 | 191,371 | 3,345,165 | ||||||||||||||||||||
|
|
1 | 2/28/21 | 2,788 | 48,734 | - | - | ||||||||||||||||||
| 2 | 2/28/22 | 7,121 | 124,475 | - | - | |||||||||||||||||||
| 5 | 2/7/23 | 101,988 | 1,782,750 | - | - | |||||||||||||||||||
| 4 | 2/28/23 | 12,718 | 222,311 | - | - | |||||||||||||||||||
| 6 | 2/28/24 | 61,373 | 1,072,800 | - | - | |||||||||||||||||||
| 3 | 2/28/24 | - | - | 92,060 | 1,609,209 | |||||||||||||||||||
|
Total |
185,988 | 3,251,070 | 92,060 | 1,609,209 | ||||||||||||||||||||
74 Invesco Ltd.
Table of Contents
| 1. |
Time-based awards vests in four equal installments. As of December 31, 2024, the unvested share award represents 25% of the original grant. |
| 2. |
Time-based share award vests in four equal installments. As of December 31, 2024, the unvested share award represents 50% of the original grant. |
| 3. |
Performance-based share award vests in one installment. As of December 31, 2024, the unvested share award represents 100% of the target award. |
| 4. |
Time-based share award vests in four equal installments. As of December 31, 2024, the unvested share award represents 75% of the original grant. |
| 5. |
Time-based transition share award vests in one installment. As of December 31, 2024, the unvested time-based transition share award represents 100% of the original grant. |
| 6. |
Time-based share award vests in four equal installments. As of December 31, 2024, the unvested share award represents 100% of the original grant. |
| 2025 Proxy Statement 75 |
Table of Contents
Shares vested for 2024
The following table provides information about equity awards held by our named executive officers that vested in 2024.
| Share awards | ||||||||||||||||||
| Grant date | Type of award |
Vesting date |
Number of shares acquired on vesting1 |
FMV Price |
Value realized on vesting ($) |
|||||||||||||
|
|
2/28/20 | Time | 8/31/24 | 23,698 | 17.09 | 404,999 | ||||||||||||
| 2/28/21 | Time | 2/28/24 | 10,959 | 15.29 | 167,563 | |||||||||||||
| 2/28/22 | Time | 2/28/24 | 16,184 | 15.29 | 247,453 | |||||||||||||
| 2/28/23 | Time | 2/28/24 | 13,912 | 15.29 | 212,714 | |||||||||||||
| 2/28/21 | Performance | 2/28/24 | 43,396 | 15.29 | 663,525 | |||||||||||||
|
Total |
108,149 | 1,696,254 | ||||||||||||||||
|
|
5/15/20 | Time | 5/15/24 | 55,970 | 16.31 | 912,871 | ||||||||||||
| 2/28/21 | Time | 2/28/24 | 8,028 | 15.29 | 122,748 | |||||||||||||
| 2/28/22 | Time | 2/28/24 | 12,359 | 15.29 | 188,969 | |||||||||||||
| 2/28/23 | Time | 2/28/24 | 10,847 | 15.29 | 165,851 | |||||||||||||
| 2/28/21 | Performance | 2/28/24 | 31,792 | 15.29 | 486,100 | |||||||||||||
|
Total |
118,996 | 1,876,539 | ||||||||||||||||
|
|
2/28/20 | Time | 2/28/24 | 8,866 | 15.29 | 135,561 | ||||||||||||
| 2/28/21 | Time | 2/28/24 | 6,972 | 15.29 | 106,602 | |||||||||||||
| 2/28/22 | Time | 2/28/24 | 9,444 | 15.29 | 144,399 | |||||||||||||
| 2/7/23 | Time | 8/31/24 | 25,497 | 17.09 | 435,744 | |||||||||||||
| 2/28/23 | Time | 2/28/24 | 10,204 | 15.29 | 156,019 | |||||||||||||
|
Total |
60,983 | 978,325 | ||||||||||||||||
|
|
2/28/20 | Time | 2/28/24 | 25,538 | 15.29 | 390,476 | ||||||||||||
| 2/28/21 | Time | 2/28/24 | 13,122 | 15.29 | 200,635 | |||||||||||||
| 2/28/22 | Time | 2/28/24 | 16,478 | 15.29 | 251,949 | |||||||||||||
| 2/28/23 | Time | 2/28/24 | 14,333 | 15.29 | 219,152 | |||||||||||||
| 2/28/21 | Performance | 2/28/24 | 51,962 | 15.29 | 794,499 | |||||||||||||
|
Total |
121,433 | 1,856,711 | ||||||||||||||||
|
|
2/28/20 | Time | 8/31/24 | 15,104 | 17.09 | 258,127 | ||||||||||||
| 2/28/21 | Time | 8/31/24 | 8,731 | 17.09 | 149,213 | |||||||||||||
| 2/28/22 | Time | 8/31/24 | 13,547 | 17.09 | 231,518 | |||||||||||||
| 2/28/23 | Time | 8/31/24 | 11,891 | 17.09 | 203,217 | |||||||||||||
| 2/28/21 | Performance | 2/28/24 | 23,049 | 15.29 | 352,419 | |||||||||||||
|
Total |
72,322 | 1,194,494 | ||||||||||||||||
|
|
2/28/20 | Time | 2/28/24 | 6,077 | 15.29 | 92,917 | ||||||||||||
| 2/28/21 | Time | 2/28/24 | 2,787 | 15.29 | 42,613 | |||||||||||||
| 2/28/22 | Time | 2/28/24 | 3,560 | 15.29 | 54,432 | |||||||||||||
| 2/28/23 | Time | 2/28/24 | 4,239 | 15.29 | 64,814 | |||||||||||||
|
Total |
16,663 | 254,776 | ||||||||||||||||
| 1. |
Represents vesting at 100% for time-based equity awards and at 66% for performance-based equity awards that were granted in February 2021 and vested in February 2024. As a result, 34% of the performance-based equity awards were canceled due to failure to achieve the performance objectives. 66% of accrued dividend equivalents on underlying earned performance-based equity awards were paid in cash as of the time of vesting. |
76 Invesco Ltd.
Table of Contents
Potential payments upon termination or change in control for 2024
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, 2024 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, 2024. Values shown with respect to equity awards are based on the per share closing price of our common shares on December 31, 2024 (which was $17.48) or, with respect to notional fund awards, are based on the closing price of the underlying fund(s) on December 31, 2024.
|
Involuntary termination other than for cause or unsatisfactory performance ($)2 |
Involuntary termination following a change in control ($)3 |
Death or disability ($) |
Voluntary resignation / termination for cause or unsatisfactory performance ($) |
|||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Equity awards4 |
18,248,771 | 18,248,771 | 18,248,771 | - | ||||||||||||||||||||||||
|
Notional fund awards |
- | - | - | - | ||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Equity awards4 |
8,723,236 | 8,723,236 | 8,723,236 | - | ||||||||||||||||||||||||
|
Notional fund awards |
- | - | - | - | ||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Equity awards4 |
5,006,273 | 5,006,273 | 5,006,273 | - | ||||||||||||||||||||||||
|
Notional fund awards |
1,206,591 | 1,206,591 | 1,206,591 | - | ||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Equity awards4 |
9,962,448 | 9,962,448 | 9,962,448 | - | ||||||||||||||||||||||||
|
Notional fund awards |
- | - | - | - | ||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Equity awards4 |
8,202,351 | 8,202,351 | 8,202,351 | - | ||||||||||||||||||||||||
|
Notional fund awards |
- | - | - | - | ||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Equity awards4 |
4,860,279 | 4,860,279 | 4,860,279 | - | ||||||||||||||||||||||||
|
Notional fund awards |
2,527,953 | 2,527,953 | 2,527,953 | - | ||||||||||||||||||||||||
| 1. |
Each of NEOs 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 |
| 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." |
| 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-monthperiod 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." |
| 4. |
With respect to outstanding performance-based equity awards, value reflects target level of performance. When mandated by local regulatory requirements, the number of shares received following the end of the performance period is based on the company's actual performance over the duration of the performance period. |
| 2025 Proxy Statement 77 |
Table of Contents
Information regarding equity compensation plans
The following tables set forth information about common shares that may be issued under our existing equity compensation plans.
|
As of December 31, 2024 |
||||||||||||||||
| Approved by security holders1 |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding outstanding options)2 |
|||||||||||||
|
2016 Global Equity Incentive Plan |
✓ | N/A | N/A | 6,743,139 | ||||||||||||
|
2012 Employee Stock Purchase Plan |
✓ | N/A | N/A | 2,634,388 | ||||||||||||
|
2010 Global Equity Incentive Plan (ST) |
N/A | N/A | 3,552,682 | |||||||||||||
|
Total |
N/A | N/A | 12,930,209 | |||||||||||||
| 1. |
With respect to the 2010 Global Equity Incentive Plan (ST), shares are issued only as employment inducement awards in connection with a strategic transaction and, as a result, do not require shareholder approval under the rules of the New York Stock Exchange or otherwise. |
| 2. |
Excludes unvested restricted stock awards and unvested restricted stock units. |
CEO pay ratio
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-Kof the Exchange Act, we are providing the following information about the relationship of the annual total compensation of our CEO, and our employees (other than our CEO):
For 2024, our last completed year:
| • |
the annual total compensation of our median employee (other than our CEO), was $117,537, and |
| • |
the annual total compensation of our CEO for purposes of calculating the CEO pay ratio was $11,232,341. |
As a result for 2024, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee (other than our CEO) was 96 to 1.
Methodology
Our CEO to median employee pay ratio is calculated in accordance with
We calculated 2024 annual total compensation for the median employee using the same methodology we use for our named executive officers as set forth in the 2024 Summary Compensation table in this proxy statement.
78 Invesco Ltd.
Table of Contents
of the Exchange Act, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the company. For further information concerning the company's variable
philosophy and how the company aligns executive compensation with the company's performance, refer to
|
Value of initial fixed $100
investment based on: |
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|
Year
(a)
|
Summary
compensation
table total for
first PEO ($)
1
(b1)
|
Summary
compensation
table total
for second
PEO ($)
1
(b2)
|
Compensation
actually paid to
first PEO ($)
2
(b1)
|
Compensation
actually paid
to second
PEO ($)
2
(c)
|
Average
summary
compensation
table total for
non-PEO NEOs ($)
3
(d)
|
Average
compensation
actually paid to
non-PEO NEOs ($)
4
(e)
|
Total
shareholder
retu($)
5
(f)
|
Peer group total
shareholder
retu($)
6
9
(g) |
Net income/
(loss) ($M)
7
(h)
|
Company selected
measure-adjusted operating margin(%)
8
(i)
|
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|
2024
|
N/A | 11,232,341 | N/A | 11,416,828 | 5,160,123 | 5,095,524 | 122 | 173 | 752.4 | 31.1% | ||||||||||
|
2023
|
17,354,819 | 11,864,931 | 18,005,113 | 11,533,698 | 5,658,504 | 5,387,543 | 118 | 135 | (168.2) | 30.4% | ||||||||||
|
2022
|
15,173,146 | N/A | 6,359,694 | N/A | 5,532,531 | 2,549,789 | 114 | 119 | 925.5 | 34.8% | ||||||||||
|
2021
|
12,897,752 | N/A | 21,171,173 | N/A | 5,228,946 | 8,067,761 | 140 | 155 | 1,969.4 | 41.5% | ||||||||||
|
2020
|
11,747,102 | N/A | 11,869,332 | N/A | 4,380,258 | 4,901,847 | 103 | 117 | 807.5 | 37.0% | ||||||||||
| 1. |
(b1) represents the amounts of total compensation and the amounts of "compensation actually paid" reported for
|
|
(b2) represents the amounts of total compensation reported for
|
| 2. |
(c) represents the amount of "compensation actually paid" to
S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to S-K,
the following adjustments were made to |
|
Year
|
Reported Summary
Compensation
Table Total for PEO ($)
|
Reduced by the
Reported Value of
Equity Awards ($)
(aa)
|
Increased by Equity
Award Adjustments
($)
(bb)
|
Compensation
Actually Paid to
PEO ($)
|
||||||
|
2024
|
11,232,341 | (6,239,369) | 6,423,856 | 11,416,828 | ||||||
| (aa) |
The grant date fair value of equity awards represents the total of the amounts reported in the "Share Awards" column in the Summary Compensation Table for the applicable year.
|
| (bb) |
The equity award adjustments for the applicable year include the addition (or subtraction, as applicable) of:
|
|
2025 Proxy Statement 79
|
|
Year
|
Year End
Fair Value
of Equity
Awards
Granted
During
the Year
and
Unvested
($)
(i)
|
Year over
Year Change
in Fair
Value of
Outstanding
and
Unvested
Equity
Awards ($)
(ii)
|
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year ($)
(iii)
|
Year over
Year
Change in
Fair Value
of Equity
Awards
Granted in
that Vested
in the Year
($)
(iv)
|
Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($)
(v)
|
Value of Dividends
or other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation ($)
(vi)
|
Total Equity
Award
Adjustments ($)
|
|||||||
|
2024
|
7,434,319 | (388,940) | 0 | (224,446) | (637,033) | 239,956 | 6,423,856 | |||||||
| (i) |
the
year-end
fair value of equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; |
| (ii) |
the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of awards granted in prior years that are outstanding and unvested;
|
| (iii) |
for awards that are granted and vest in the same applicable year, the fair value as of the vesting date;
|
| (iv) |
for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;
|
| (v) |
for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and
|
| (vi) |
the amount of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such awards or included in any other component of total compensation for the applicable year.
|
| 3. |
(d) represents the average of the amounts reported for the Company's named executive officers (NEOs) as a group (excluding
|
|
|
2024
|
2023
|
2022
|
2021
|
2020
|
|||||
|
SMD and Co-Head
of Investments |
●
|
●
|
||||||||
|
Senior Managing Director and Chief Financial Officer |
●
|
●
|
●
|
●
|
●
|
|||||
|
Senior Managing Director and Head of |
●
|
●
|
●
|
●
|
●
|
|||||
|
1
, Senior Managing Director, Investments |
●
|
●
|
●
|
●
|
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|
SMD and Head of |
●
|
●
|
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|
2
, Senior Managing Director, Head of the |
●
|
●
|
●
|
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|
3
, Retired Vice Chair, Former Senior Managing Director and Chief Financial Officer |
●
|
|||||||||
|
SMD and Co-Head
of Investments |
●
|
●
|
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| 1. |
|
| 2. |
|
| 3. |
|
| 4. |
(e) represents the average amount of "compensation actually paid" to the NEOs as a group (excluding
S-K.
The amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding S-K,
the following adjustments were made to average total compensation for the NEOs as a group (excluding |
|
Year
|
Average Reported
Summary
Compensation
Table Total for
Non-PEO NEOs ($)
|
Reduced by the
Average Reported
Value of Equity
Awards ($)
|
Increased by the
Average Equity
Award Adjustments
($)
(cc)
|
Average
Compensation
Actually Paid to
Non-PEO NEOs ($)
|
||||||
|
2024
|
5,160,123
|
(2,465,346)
|
2,400,747
|
5,095,524
|
||||||
| (cc) |
The equity award adjustments include the addition (or subtraction, as ap
p
licable) of: |
|
Year
|
Average
Year End
Fair Value
of Equity
Awards
Granted
During the
Year and
Unvested ($)
|
Year over
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards ($)
|
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year ($)
|
Year over
Year
Average
Change in
Fair Value
of Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
($)
|
Average Fair
Value at the
End of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($)
|
Average Value
of Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation
($)
|
Total Average
Equity Award
Adjustments
($)
|
|
||||||||
|
2024
|
2,929,308
|
(170,616)
|
0
|
(156,496)
|
(297,853)
|
96,404
|
2,400,747
|
|||||||||
| 5. |
(f) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period.
|
| 6. |
(g) represents the weighted compensation peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each measurement period for which a retuis indicated.
|
| 7. |
(h) represents the amount of Net income/(loss) reflected in the Company's audited financial statements for the applicable year.
|
| 8. |
(i) represents the Adjusted operating margin for 2020, 2021, 2022 and 2024, which is equal to Adjusted operating revenues divided by Net revenues and Scorecard adjusted operating margin for 2023, which is equal to Scorecard adjusted operating income divided by Net revenues. These are
non-GAAP
financial measures. Refer to Appendix A - Schedule of non-GAAP
information for further information regarding the calculation of this performance measure. The company uses numerous key performance indicators, both financial and non-financial,
for the purpose of evaluating performance. For purposes of the Pay versus Performance table, the company determined the performance measure that is the most relevant is Adjusted operating margin. |
|
2025 Proxy Statement 81
|
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
for additional information about the company's executive compensation philosophy.
the Company is providing the following illustrations of the relationships between information presented in the Pay versus Performance table.
philosophy. The metrics that the Company uses for both our short-term and long-term incentive awards are selected based on an objective of incentivizing our PEO and NEOs to increase the value of our enterprise for our shareholders over the long-term. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company's PEO and NEOs, for the most recently completed fiscal year, to the Company's performance are as follows:
| • |
Net long-term flows
|
| • |
Net revenues
|
| • |
Adjusted operating income
|
| • |
Adjusted operating margin
|
| • |
Adjusted diluted earnings per share
|
|
2025 Proxy Statement 83
|
|
Appointment
of independent
registered public accounting firm |
||
| General | ||
|
FOR
|
The audit committee of the Board has proposed the appointment of PwC as the independent registered public accounting firm to audit the company's consolidated financial statements for the year ending December 31, 2025 and to audit the company's internal control over financial reporting as of December 31, 2025. During and for the year ended December 31, 2024, PwC audited and rendered opinions on the financial statements of the company and certain of its subsidiaries. PwC also rendered an opinion on the company's internal control over financial reporting as of December 31, 2024. In addition, PwC may from
time-to-time
provide the company with tax consulting and compliance services, accounting and financial reporting advice on transactions and regulatory filings and certain other services not prohibited by applicable auditor independence requirements. See Fees paid to independent registered public accounting firm.
Representatives of PwC are expected to be present at the Annual General Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions. |
|
|
Recommendation of the
Board of Directors
The Board of Directors unanimously
recommends a vote "FOR" the
appointment of PwC as the
company's independent registered
public accounting firm for the year
ending December 31, 2025
Vote required
This proposal requires the affirmative
vote of a majority of votes cast at
the Annual General Meeting. If the
appointment is not approved, the
audit committee will reconsider the
selection of PwC as the company's
independent registered public
accounting firm
|
||
|
Year ($ in millions)
5
|
||||||||
|
2024
|
2023
|
|||||||
|
Audit fees
1
|
7.5 | 7.5 | ||||||
|
Audit-related fees
2
|
2.7 | 2.3 | ||||||
|
Tax fees
3
|
0.9 | 0.8 | ||||||
|
All other fees
4
|
1.4 | 0.0 | ||||||
|
Total fees
|
12.5
|
10.6
|
||||||
| 1. | The 2024 audit fees amount includes approximately $3.6 million (2023: $3.6 million) for audit of the company's consolidated financial statements and $3.9 million (2023: $3.9 million) for statutory audits of subsidiaries and consolidated investment products. |
| 2. | Audit-related fees cover other audit and attest services, services provided in connection with certain agreed-upon procedures and other attestation reports, financial accounting, reporting and compliance matters, and benefit plan audits. |
| 3. | Tax fees consist of compliance and advisory services. |
| 4. | In 2024, all other fees relate primarily to professional consulting services. In 2023, all other fees aggregated to $44,000 and related primarily to subscription services. |
| 5. | These amounts do not include fees paid to PwC associated with audit and tax services conducted on certain managed investment products, including but not limited to our affiliated investment companies, unit trusts and partnerships. |
process and policy
(the
Policy") all audit and
services performed by Invesco's independent auditor to ensure that the provision of such services does not impair the auditor's independence. The policy sets forth the audit committee's responsibility for
of audit, audit related, tax and other services performed by the independent registered public accounting firm. It provides that, before the company engages the independent auditor to render any service, the engagement must either be specifically approved by the audit committee or fall into one of the defined categories that have been
In the intervals between scheduled meetings of the audit committee, the audit committee has delegated
authority under the
Policy to the audit committee chair, who reports any approved services to the audit committee at the next scheduled meeting.
|
2025 Proxy Statement 85
|
Table of Contents
General information regarding the annual general meeting
Questions and answers about voting your common shares
|
Why did I receive this Proxy Statement? |
You have received these proxy materials because Invesco's Board of Directors is soliciting your proxy to vote your shares at the Annual General Meeting on May 23, 2025. This Proxy Statement includes information that is designed to assist you in voting your shares and information that we are required to provide to you under |
|
|
What is a proxy? |
A "proxy" is a written authorization from you to another person that allows such person (the "proxy holder") to vote your shares on your behalf. The Board of Directors is asking you to allow any of the following persons to vote your shares at the Annual General Meeting: |
|
|
Why did I not receive my proxy materials in the mail? |
As permitted by rules of the Beginning on March 28, 2025, we mailed to shareholders of record as of the close of business on March 14, 2025 ("Record Date") a Notice of Internet Availability of Proxy Materials ("Notice") containing instructions on how to access this Proxy Statement, our Annual Report and other soliciting materials via the Internet. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Notice to request such materials. |
|
|
Who is entitled to vote? |
Each holder of record of Invesco common shares on the Record Date for the Annual General Meeting is entitled to attend and vote at the Annual General Meeting. | |
|
What is the difference between holding shares as a "shareholder of record" and as a "beneficial owner"? |
• Shareholders of record.You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with • Beneficial owner.You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in "street name." As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. Please see What if I retua signed proxy or voting instruction card, but do not specify how my shares are to be voted?for additional information. • Invesco has requested banks, brokerage firms and other nominees who hold Invesco common shares on behalf of beneficial owners of the common shares as of the close of business on the Record Date to forward the Notice to those beneficial owners. Invesco has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials. |
|
| 2025 Proxy Statement 87 |
Table of Contents
|
How many votes do I have? |
Every holder of a common share on the Record Date will be entitled to one vote per share for each Director to be elected at the Annual General Meeting and to one vote per share on each other matter presented at the Annual General Meeting. On the Record Date there were 447,836,383 common shares outstanding and entitled to vote at the Annual General Meeting. | |
|
What proposals are being presented at the Annual General Meeting? |
Invesco intends to present proposals numbered one through three for shareholder consideration and voting at the Annual General Meeting. These proposals are for: 1. Election of eleven (11) members of the Board of Directors; 2. Advisory vote to approve the compensation of our named executive officers; and 3. Appointment of |
|
| Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual General Meeting, Invesco does not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on such matter in their discretion. | ||
|
How does the Board of Directors recommend that I vote? |
The Board of Directors recommends that you vote: • FOR the election of the eleven (11) directors nominated by our Board and named in this Proxy Statement; • FOR the approval, on an advisory basis, of the compensation of our named executive officers; and • FOR appointment of |
|
|
How do I attend the Annual General Meeting? |
The Annual Meeting will be in a virtual meeting format only, with no in-personaccess. Shareholders attending the Annual Meeting remotely will have the same opportunities they have had at past annual meetings to participate, vote, ask questions, and provide feedback to the company's management team and the Board of Directors. | |
|
• If you were a shareholder of record (i.e. you hold your shares at our transfer agent, • The meeting will be hosted at www.meetnow.global/MP4DWQ9. The meeting will begin promptly at 11:30 a.m., EasteTime and online access will open 15 minutes prior to allow time to log-in.You will also need your voter control number, which, if you are a shareholder of record, you can find on your original proxy card or Notice of Internet Availability of Proxy Materials. • If you hold your shares in "street name" or through an intermediary, such as a bank or broker (a "Beneficial Holder"), you have two options to attend the meeting: 1. Registration in Advance of the Annual General MeetingSubmit proof of your proxy power ("Legal Proxy") from your broker or bank reflecting your |
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88 Invesco Ltd.
Table of Contents
|
2. Register at the Annual General MeetingWe expect that the majority of Beneficial Holders will be able to fully participate in the Annual General Meeting using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to Beneficial Holders only. There is no guarantee this option will be available for every type of Beneficial Holder voting control number. The inability to provide this option to any or all Beneficial Holders shall in no way impact the validity of the Annual General Meeting. Beneficial Holders should the register in advance of the Annual Meeting as described above, if they want to ensure full access to the Annual General Meeting. |
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|
• You may submit your proxy in advance of the Annual Meeting via the Internet, by phone or by mail by following the instructions included on your proxy card or notice of Internet availability. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting using one of the methods described in the proxy materials. |
||
|
Do I need to register to attend the Annual Meeting virtually? |
Registration is only required if you are a Beneficial Holder, as set forth above. | |
|
What if I have trouble accessing the Annual Meeting virtually? |
The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-dateversion of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong Wi-Ficonnection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call 1-888-724-2416. | |
|
How do I vote and what are the voting deadlines? |
You may vote your shares in person at the Annual General Meeting or by proxy. There are three ways to vote by proxy: • Via the internet:You can submit a proxy via the Internet until the adjournment of the virtual annual meeting, by accessing the web site at http://www.envisonreports. com/IVZ and following the instructions you will find on the web site. Internet proxy submission is available 24 hours a day. You will be given the opportunity to confirm that your instructions have been properly recorded. • By telephone:You can submit a proxy by telephone until 11:59 p.m. eastetime on May 22, 2025, by calling toll-free 1-800-652-VOTE(8683) (from the • By mail:If you have received your proxy materials by mail, you can vote by marking, dating and signing your proxy card and returning it by mail in the enclosed postage- paid envelope. If you hold your common shares in an account with a bank or broker (i.e., in "street name"), you can vote by following the instructions on the voting instruction card provided to you by your bank or broker. Proxy cards returned by mail must be received no later than the close of business on May 22, 2025. |
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| Even if you plan to participate in the Annual General Meeting, we encourage you to vote your common shares by proxy using one of the methods described above. Invesco shareholders of record who attend the meeting virtually may vote their common shares, even though they have sent in proxies. | ||
|
What if I hold restricted shares? |
For participants in the 2016 Global Equity Incentive Plan who hold restricted share awards through the company's stock plan administrator, your restricted shares will be voted as you instruct the custodian for such shares, |
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| 2025 Proxy Statement 89 |
Table of Contents
|
May I change or revoke my vote? |
Yes. You may change your vote in one of several ways at any time before it is cast prior to the applicable deadline for voting: • Grant a subsequent proxy via the Internet or telephone; • Submit another proxy card (or voting instruction card) with a date later than your previously delivered proxy; • Notify our Company Secretary in writing before the Annual General Meeting that you are revoking your proxy or, if you hold your shares in "street name," follow the instructions on the voting instruction card; or • If you are a shareholder of record, or a beneficial owner with a proxy from the shareholder of record, vote at the Annual General Meeting. |
|
|
What will happen if I do not vote my shares? |
• Shareholders of record.If you are the shareholder of record and you do not vote at the Annual General Meeting, or by proxy via the Internet, by telephone, or by mail, your shares will not be voted at the Annual General Meeting. • Beneficial owners.If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under NYSE rules, your broker or nominee has discretion to vote your shares on routine matters, such as Proposal No. 3, but does not have discretion to vote your shares on non-routinematters, such as Proposals No. 1 and 2. Therefore, if you do not instruct your broker as to how to vote your shares on Proposals No. 1 and 2, this would be a "broker non-vote,"and your shares would not be counted as having been voted on the applicable proposal. We therefore strongly encourage you to instruct your broker or nominee on how you wish to vote your shares. |
|
|
What is the effect of a broker non-voteor abstention? |
Under NYSE rules, brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on a limited number of routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual General Meeting. A "broker non-vote"occurs when a broker or other nominee does not receive such voting instructions and does not have the discretion to vote the shares. Pursuant to |
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|
What if I retua signed proxy or voting instruction card, but do not specify how my shares are to be voted? |
• Shareholders of record.If you are a shareholder of record and you submit a proxy, but you do not provide voting instructions, all of your shares will be voted FOR Proposals No. 1 , 2 and 3. • Beneficial owners.If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under NYSE rules, brokers and other nominees have the discretion to vote on routine matters, such as Proposal No. 3, but do not have discretion to vote on non- routine matters, such as Proposals No. 1 and 2. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal No. 3 and any other routine matters properly presented for a vote at the Annual General Meeting. |
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|
What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials? |
It means you own Invesco common shares in more than one account, such as individually and jointly with your spouse. Please vote all of your common shares. Please see Householding of Proxy Materialsfor information on how you may elect to receive only one Notice. | |
|
What is a quorum? |
A quorum is necessary to hold a valid meeting. The presence of two or more persons representing, in person or by proxy, more than 50% of the issued and outstanding common shares entitled to vote at the Annual General Meeting as of the Record Date constitutes a quorum for the conduct of business. | |
90 Invesco Ltd.
Table of Contents
|
What vote is required in order to approve each proposal? |
All proposals require the affirmative vote of a majority of the votes cast on such proposal at the Annual General Meeting. Under our Bye-Laws,a majority of the votes cast means the number of shares voted "for" a proposal must exceed 50% of the votes cast with respect to such proposal. Votes "cast" include only votes cast with respect to shares present at the Annual General Meeting or represented by proxy and excludes abstentions. | |
|
How will voting on any other business be conducted? |
Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual General Meeting, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the persons named as proxies will vote on the matter in their discretion. | |
|
What happens if the Annual General Meeting is adjourned or postponed? |
Your proxy will still be effective and will be voted at the rescheduled Annual General Meeting. You will still be able to change or revoke your proxy until it is voted. | |
|
Who will count the votes? |
A representative of |
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|
How can I find the results of the Annual General Meeting? |
Preliminary results will be announced at the Annual General Meeting. Final results will be published in a Current Report on Form 8-Kthat we will file with the |
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Important additional information
Costs of solicitation
The cost of solicitation of proxies will be paid by Invesco. We have retained
Presentation of financial statements
In accordance with Section 84 of the Companies Act 1981 of
Registered and principal executive offices
The registered office of Invesco is located at Victoria Place, 5th floor, 31 Victoria Street,
Shareholder proposals for the 2026 annual general meeting
In accordance with the rules established by the
| 2025 Proxy Statement 91 |
Table of Contents
later than November 28, 2025). Such proposals should be sent to our Company Secretary in writing to
In addition, a shareholder (or a group of up to 20 shareholders) who has owned at least 3% of our shares continuously for at least three years and has complied with the other requirements in our bye-lawsmay nominate and include in the company's proxy materials director nominees constituting up to 20% of our Board of Directors. Notice of a proxy access nomination for consideration at our 2026 Annual General Meeting of Shareholders must be received not less than 90 and not more than 120 days prior to the first anniversary of the 2025 Annual General Meeting of Shareholders (e.g. from January 23, 2026 to February 22, 2026).
A shareholder may otherwise propose business for consideration or nominate persons for election to the Board in compliance with
In addition to complying with the notice and information procedures of our Bye-Laws,and consistent with the universal proxy rules, shareholders who in connection with our 2026 Annual General Meeting of Shareholders intend to solicit proxies in support of director nominees other than our Company's nominees must also provide notice that sets forth the information required by Rule 14a-19of the Exchange Act no later than March 24, 2026.
In addition, Sections 79-80of the Bermuda Companies Act allows shareholders holding at least 5% of the total voting rights or totaling 100 record holders (provided that they advance to the company all expenses involved and comply with certain deadlines) to require Invesco (i) to give notice of any resolution that such shareholders can properly propose at the next annual general meeting; and/or (ii) to circulate a statement regarding any proposed resolution or business to be conducted at a general meeting.
United States Securities and Exchange Commission reports
A copy of the company's Annual Report on Form 10-K("Annual Report"), including financial statements, for the year ended December 31, 2024, is being furnished concurrently herewith to all shareholders holding shares as of the Record Date. Please read it carefully.
Shareholders may obtain a copy of the Annual Report, without charge, by visiting the company's web site at www.invesco.com/corporate or by submitting a request to our Company Secretary at: company.secretary@invesco. com or by writing
Further, we make available free of charge through the Company Website, our Quarterly Reports on Form 10-Q,Current Reports on Form 8-Kand amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish to, the
92 Invesco Ltd.
Table of Contents
Householding of proxy materials
The
A number of banks and brokers with account holders who are beneficial holders of the company's common shares will be householding the company's proxy materials or the Notice. Accordingly, a single copy of the proxy materials or Notice will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate proxy materials or copies of the Notice, please notify your bank or broker, or contact our Company Secretary at: company. secretary@invesco.com, or by mail to
Forward-looking statements
This Proxy Statement may include "forward-looking statements." Forward-looking statements include information concerning future results of our operations, expenses, earnings, liquidity, cash flow and capital expenditures, industry or market conditions, assets under management, geopolitical events and pandemics and health crises and their respective potential impact on the company, acquisitions and divestitures, debt and our ability to obtain additional financing or make payments, regulatory developments, demand for and pricing of our products and other aspects of our business or general economic conditions. In addition, words such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "projections," "forecasts," and future or conditional verbs such as "will," "may," "could," "should," and "would" as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements. None of this information should be considered in isolation from, or as a substitute for, historical financial statements.
Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. There can be no assurance that actual results will not differ materially from our expectations. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our most recent Form 10-Kand subsequent Forms 10-Q,filed with the
| 2025 Proxy Statement 93 |
Table of Contents
Table of Contents
| Appendix A |
|
Schedule of non-GAAPinformation We utilize the following non-GAAPperformance measures: Net revenue (and by calculation, Net revenue yield on AUM), Adjusted operating income, Adjusted operating margin, Adjusted net income attributable to Invesco and Adjusted diluted EPS. The company believes the adjusted measures provide valuable insight into the company's ongoing operational performance and assist in comparisons to its competitors. These measures also assist the company's management with the establishment of operational budgets and forecasts. The most directly comparable |
|
The following are reconciliations of the |
Reconciliation of Operating revenues to Net revenues:
| Year | ||||||||
| (in millions) | 2024 | 2023 | ||||||
|
Operating revenues, |
$6,067.0 | $5,716.4 | ||||||
|
Revenue adjustments1 |
||||||||
|
Investment management fees |
(816.6) | (766.4) | ||||||
|
Service and distribution fees |
(1,048.8) | (911.7) | ||||||
|
Other |
(160.2) | (147.1) | ||||||
|
Total revenue adjustments |
(2,025.6) | (1,825.2) | ||||||
|
Invesco Great Wall2 |
318.1 | 368.3 | ||||||
|
CIP3 |
41.0 | 51.2 | ||||||
|
Net revenues |
$4,400.5 | $4,310.7 | ||||||
| 2025 Proxy Statement 95 |
Table of Contents
Reconciliation of Operating income/(loss) to Adjusted operating income:
| Year | ||||||||
| (in millions) | 2024 | 2023 | ||||||
|
Operating income/(loss), |
$832.1 | $(434.8) | ||||||
|
Invesco Great Wall2 |
163.3 | 201.9 | ||||||
|
CIP3 |
60.2 | 84.8 | ||||||
|
Transaction, integration and restructuring4 |
- | 41.6 | ||||||
|
Amortization and impairment of intangible assets5 |
44.8 | 1,298.8 | ||||||
|
Compensation expense related to market valuation changes |
||||||||
|
of deferred compensation liabilities6 |
70.2 | 41.2 | ||||||
|
One-timeacceleration of compensation expense for |
- | |||||||
|
currently outstanding long-term awards7 |
147.6 | |||||||
|
General and administrative8 |
52.5 | (20.0) | ||||||
|
Adjusted operating income |
$1,370.7 | $1,213.5 | ||||||
|
Scorecard adjustments9 |
- | 98.5 | ||||||
|
Scorecard adjusted operating income |
N/A | $1,312.0 | ||||||
|
Operating margin10 |
13.7% | (7.6)% | ||||||
|
Adjusted operating margin11 |
31.1% | 28.2% | ||||||
|
Scorecard adjusted operating margin12 |
N/A | 30.4% | ||||||
Reconciliation of Net income/(loss) attributable to Invesco to Adjusted net income attributable to Invesco:
| Year | ||||||||
| (in millions, except per common share data) | 2024 | 2023 | ||||||
|
Net income/(loss) attributable to |
$538.0 | $(333.7) | ||||||
|
|
||||||||
|
Adjustments (excluding tax): |
||||||||
|
Transaction, integration and restructuring4 |
- | 41.6 | ||||||
|
Amortization and impairment of intangible assets5 |
44.8 | 1,298.8 | ||||||
|
Deferred compensation net market valuation changes6 |
17.6 | (18.6) | ||||||
|
One-timeacceleration of compensation expense for |
||||||||
|
currently outstanding long-term awards7 |
147.6 | - | ||||||
|
General and administrative8 |
52.5 | (20.0) | ||||||
|
Total adjustments excluding tax |
$262.5 | $1,301.8 | ||||||
|
Tax adjustment for amortization of intangible assets |
||||||||
|
and goodwill13 |
17.6 | 16.7 | ||||||
|
Tax adjustment for impairment of intangible assets |
- | (296.1) | ||||||
|
Other tax effects of adjustments above |
(36.4) | 1.0 | ||||||
|
Adjusted net income attributable to |
$781.7 | $689.7 | ||||||
|
Scorecard adjustments9 |
- | 98.5 | ||||||
|
Tax adjustment for additional scorecard adjustments |
- | (21.8) | ||||||
|
Scorecard adjusted net income attributable to |
N/A | $766.4 | ||||||
|
Average common shares outstanding - diluted |
457.7 | 456.2 | ||||||
|
Diluted EPS |
$1.18 | $(0.73) | ||||||
|
Adjusted diluted EPS14 |
$1.71 | $1.51 | ||||||
|
Scorecard Adjusted diluted EPS15 |
N/A | $1.68 | ||||||
| 1. |
Revenue adjustments:The company calculates Net revenues by reducing Operating revenues to exclude fees that are passed through to external parties who perform functions on behalf of, and distribute, the company's managed funds. The Net revenue presentation assists in identifying the revenue contribution generated by the company, removing distortions caused by the differing distribution channel fees and allowing for a fair comparison with |
|
Investment management fees are adjusted by renewal commissions and certain administrative fees. Service and distributions fees are primarily adjusted by distribution fees passed through to broker dealers for certain share classes and pass through fund-related costs. Other revenues are primarily adjusted by transaction fees passed through to third parties. |
96 Invesco Ltd.
Table of Contents
| 2. |
Invesco Great Wall:The company reflects 100% of IGW in its Net revenues and Adjusted operating income (and by calculation, Adjusted operating margin). The company's non-GAAPoperating results reflect the economics of these holdings on a basis consistent with the underlying AUM and flows. Adjusted net income is reduced by the amount of earning attributable to the noncontrolling interests. |
| 3. |
CIP:See 2024 Annual Report on Form 10-K,Part II, Item 8, Financial Statements and Supplementary Data, Note 18, "Consolidated Investment Products," for a detailed analysis of the impact to the company's Condensed Consolidated Financial Statements from the consolidation of CIP. The company believes that the CIP may impact a reader's analysis of our underlying results of operations and could result in investor confusion or the production of information about the company by analysts or external credit rating agencies that is not reflective of the underlying results of operations and financial condition of the company. Accordingly, the company believes that it is appropriate to adjust Operating revenues and Operating income for the impact of CIP in calculating the respective Net revenues and Adjusted operating income (and by calculation, Adjusted operating margin). |
| 4. |
Transaction, integration and restructuring:The company believes it is useful to adjust for the Transaction, integration and restructuring charges in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS, as this will aid comparability of our results period to period, and aid comparability with peer companies that may not have similar acquisition and restructuring related charges. Transaction, integration and restructuring charges were primarily restructuring costs relating to our strategic evaluation which we completed in the first quarter of 2023. |
| 5. |
Amortization and impairment of intangible assets:The company removes amortization and non-cashimpairment expense related to acquired assets in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income and Adjusted diluted EPS, as this will aid comparability of our results period to period, and aid comparability with peer companies that may not have similar acquisition-related charges. |
| 6. |
Market valuation changes related to deferred compensation plan liabilities:Certain deferred compensation plan awards provide a retuto the employee linked to the appreciation (depreciation) of specified investments. The company economically hedges the exposure to market movements on these deferred compensation liabilities. Since these liabilities are economically hedged, the company believes it is useful to remove the market movements related to the deferred compensation plan liabilities from the calculation of Adjusted operating income (and by calculation, Adjusted operating margin) and to remove the net impact of the economic hedge from the calculation of Adjusted net income (and by calculation, Adjusted diluted EPS) to produce results that will be more comparable period to period. |
| 7. |
One-timeacceleration of compensation expense for currently outstanding long-term awards:In the third quarter of 2024, the company recorded a one-timenon-cashacceleration of Compensation expense of $147.6 million resulting from changes to the retirement criteria for vesting of currently outstanding long-term awards. Due to the non-recurringnature of this item, the company removed this expense in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income, and Adjusted diluted EPS as this will aid comparability of our results period to period. |
| 8. |
General and administrative:In 2024, the company removed the expense related to the settlement of regulatory matters. In 2023, the company removed insurance recoveries related to fund-related losses incurred in prior periods. Due to the non-recurringnature of these items, the company removed these expenses in arriving at Adjusted operating income, Adjusted operating margin, Adjusted net income and Adjusted diluted EPS as this will aid comparability of our results period to period. |
| 9. |
Scorecard adjustments in 2023 are for compensation costs related to executive retirements and reorganization decisions that occurred in 2023 as approved by the Compensation Committee of the Board of Directors. |
| 10. |
Operating margin is equal to Operating income divided by Operating revenues. |
| 11. |
Adjusted operating margin is equal to Adjusted operating income divided by Net revenues. |
| 12. |
Scorecard adjusted operating margin is equal to Scorecard adjusted operating income divided by Net revenues. |
| 13. |
Tax adjustment for amortization of intangible assets and goodwill:The company reflects the tax benefit realized on the tax amortization of goodwill and intangible assets in Adjusted net income. The company believes it is useful to include this tax benefit in arriving at the Adjusted diluted EPS measure. |
| 14. |
Adjusted diluted EPS is equal to Adjusted net income attributable to |
| 15. |
Scorecard adjusted diluted EPS is equal to Scorecard adjusted net income attributable to |
| 2025 Proxy Statement 97 |
Table of Contents
invesco.com PROXY-BRO-1 03/25
Table of Contents
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Your vote matters - here's how to vote! |
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Online |
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Go to www.envisionreports.com/IVZ or scan the QR code - login details are located in the shaded bar below. |
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Phone Call toll free 1-800-652-VOTE(8683) within the |
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Using a black inkpen, mark your votes with an Xas shown in this example. Please do not write outside the designated areas. |
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2025 Annual Meeting Proxy Card |
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
|
A |
Proposals - The Board of Directors recommends a vote FORall nominees and FORProposals 2 and 3. | |||
|
1. Election of Directors: |
| For | Against | Abstain |
For |
Against |
Abstain |
For |
Against |
Abstain |
||||||||||||||||||||||
| 01 - |
¨ | ¨ | ¨ | 02 - |
¨ | ¨ | ¨ | 03 - Thomas |
¨ | ¨ | ¨ | |||||||||||||||||||
| 04 - |
¨ | ¨ | ¨ | 05 - Elizabeth S. Johnson | ¨ | ¨ | ¨ | 06 - Andrew R. Schlossberg | ¨ | ¨ | ¨ | |||||||||||||||||||
| 07 - Sir |
¨ | ¨ | ¨ | 08 - |
¨ | ¨ | ¨ | 09 - G. |
¨ | ¨ | ¨ | |||||||||||||||||||
| 10 - Christopher C. Womack | ¨ | ¨ | ¨ | 11 - Phoebe A. Wood | ¨ | ¨ | ¨ | |||||||||||||||||||||||
| For | Against | Abstain | For | Against | Abstain | |||||||||||
|
2. Advisory vote to approve the company's 2024 executive compensation. |
¨ | ¨ | ¨ |
3. Appointment of |
¨ | ¨ | ¨ |
| B | Authorized Signatures - This section must be completed for your vote to count. Please date and sign below. | |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
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Date (mm/dd/yyyy) - Please print date below. |
Signature 1 - Please keep signature within the box. |
Signature 2 - Please keep signature within the box. |
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1 U P X |
| 044B3B |
Table of Contents
2025 Annual Meeting of
The 2025 Annual Meeting of Shareholders of
Friday, May 23, 2025 at 11:30 am Eastern, virtually via the Internet at meetnow.global/MP4DWQ9.
To access the virtual meeting, you must have the information that is printed in the shaded bar
located on the reverse side of this form.
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.
The material is available at: www.envisionreports.com/IVZ
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Notice of 2025 Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting - May 23, 2025
The undersigned hereby appoints
(Items to be voted appear on reverse side)
Restricted Shares Voting Instructions
For certain
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Non-VotingItems | |
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Change of Address- Please print new address below. |
Comments- Please print your comments below. |
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