Shareholder voting matters and recommendations

The following table summarizes the items that will be brought for a vote of our shareholders at the 2024 Annual Meeting, along with our voting recommendations.

Proposal	Proxy Statement SummaryVote Required to Adopt the Proposal	S-2Board Recommends	Reasons for Recommendation	More Information
1. Election of the twelve nominees to serve one-year terms on our Board of Directors	Majority of votes cast with respect to each nominee	For each nominee	The Board believes the twelve Board nominees possess the skills, experience and diversity to provide strong oversight for JLL’s long-term strategy and operations	See page 16
2. Approval, on an advisory basis, of our executive compensation (say-on-pay)	Majority of votes cast	For	Our executive compensation programs demonstrate our pay-for-performance philosophy and reflect the input of shareholders	See page 40
3. Approval of the Third Amended and Restated 2019 Stock Award and Incentive Plan	Majority of votes cast	For	Equity compensation helps to align the incentives of management and shareholders	See page 70
4. Ratification of the appointment of KPMG LLP as JLL’s independent registered public accounting firm for the year ending December 31, 2024	Majority of votes cast	For	Based on its assessment of KPMG LLP’s qualifications and performance, the Audit and Risk Committee believes that retaining KPMG LLP for fiscal year 2024 is in JLL’s best interests	See page 84

Your Vote Matters: How to Vote

By phone	Online before the meeting	By mail	Online during the meeting
You can vote your shares by calling 1-800-690-6903 (toll-free in the U.S. and Canada).	Go to www.proxyvote.com and follow the instructions.	Complete, sign and date the proxy card, and return it in the enclosed postage pre-paid envelope.	Attend our annual meeting virtually by logging into the virtual annual meeting website and vote by following the instructions provided on the website.

calculations of certain covenants related to the Company’s long-term bank credit facility. However, EBITDA attributable to common shareholders should not be considered as an alternative either to net income available to common shareholders or net cash by operating activities, both of which are determined in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). A reconciliation of our net income attributable to common shareholders to EBITDA attributable to common shareholders and then to EBITDA is contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2015.

(2) Net debt is calculated by adding total debt and deferred business acquisition obligations, less cash.

Corporate Governance

Our 2024 Director nominees

Our missioncurrent Board includes a diverse group of leaders in their respective fields. We believe their varied backgrounds, skills and experience contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior executive team. All the nominees are currently serving on the Board, except Susan Gore, who will be standing for election for the first time. Ann Marie Petach, who is a current Director, is stepping down as an organizationa Director when her term ends at the 2024 Annual Meeting.

With these changes, our Board of Directors will continue to include 12 members, assuming all nominees are elected at the 2024 Annual Meeting. Proxies cannot be voted for a greater number of directors than the 12 nominees identified in this Proxy Statement.

The following table and the charts below provide summary information about each of our Director nominees. You can find more information about each Director’s background and experience beginning on page 17.

Name	Age	Director Since	Position	Independent	Audit and Risk	Compensation	Nominating, Governance and Sustainability
Hugo Bagué	63	2011	Former Group Executive, Organisational Resources, Rio Tinto plc	Yes
Matthew Carter, Jr.	63	2018	Chief Executive Officer of Intrado Life & Safety, Inc.	Yes
Susan Gore	61	First-time nominee	Former Managing Partner, Global Technology and Information Security, PwC	Yes
Tina Ju	59	2021	Founding and managing partner of KPCB China and TDF Capital	Yes
Bridget Macaskill	75	2016	Chairman of Cambridge Associates LLC and Former Non-Executive Chairman and Chief Executive Officer, First Eagle Holdings, Inc.	Yes
Deborah H. McAneny	65	2019	Former Executive Vice President, Structured and Alternative Investments, John Hancock Financial Services, Inc.	Yes
Siddharth (Bobby) Mehta	65	2019	Chairman of the Board, Former President and CEO, TransUnion	Yes
Moses Ojeisekhoba	57	2022	CEO, Global Clients & Solutions, Swiss Re	Yes
Jeetendra (Jeetu) I. Patel	52	2019	Executive Vice President & General Manager, Cisco Systems, Inc.	Yes
Larry Quinlan	61	2022	Former Global Chief Information Officer, Deloitte	Yes
Efrain Rivera	67	2021	Senior Advisor to CEO and former Chief Financial Officer, Paychex, Inc.	Yes
Christian Ulbrich	57	2016	Chief Executive Officer and President, JLL	No

Chair          Member

Corporate governance highlights

JLL’s mission is to deliver exceptional strategic, fully-integrated services, best practices, and innovative solutions for real estate owners, occupiers, investors and developers worldwide. In order to achieve our mission, we realize we muststrive to establish and maintain an enterprise that will sustain itself over the long-termlong term for the benefit of all of its stakeholders—our stakeholders, including clients, shareholders, employees, suppliers and the communities among others.in which we operate. Accordingly, we haveare committed ourselves to effective corporate governance that reflects best practices and the highest level of business ethics. To that end, and as the result ofThat commitment, informed by feedback offered during our shareholder engagement efforts, overhas prompted us to adopt the past years we have adopted the following significant corporate governance policies and practices:practices summarized below.

Corporate governance policies and best practices

Components of our executive compensation program

The executive compensation program for our Global Executive Board (GEB) consists of a mix of fixed pay, short-term and long-term incentive compensation. We believe our compensation program enables us to attract and retain top-quality executives who are motivated to act in the best interests of our shareholders, clients, staff and other stakeholders. Our primary focus is on long-term incentive compensation to align with shareholder interests, and our annual incentive plan is designed as a supplement to drive business objectives in the near term.

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Corporate Governance

Proposal 1 - Election of Directors	16
How we select Directors	16
Summary of Board nominee experience and skills	17
Our 2024 Director nominees	18
Shareholder recommendations	24
Proxy access	24
Majority voting	24
Corporate governance principles and Board matters	24
Key governance documents and policies	24
Enhanced Board oversight over environmental, social, legislative, regulatory and public policy matters	26
Director independence	26
Board leadership structure and role of the non-executive chairman in the leadership of the Board	26
Board meetings and attendance	27
Board committees	27
Director orientation and continuing education	29
Annual Board self-assessments	29
The Board’s role in enterprise risk oversight	30
The Board’s role in compliance oversight	30
The Board’s role in information and data security oversight	31
Shareholder engagement	32
Corporate sustainability	32
Communicating with our Board	33
Review and approval of transactions with interested persons	34
Prohibition on insider trading, pledging or hedging	34
Non-employee Director compensation	34

Proposal 1 - Election of Directors

Our Board is presenting 12 nominees for election as Directors at our 2024 Annual Meeting. Susan Gore is a first-time nominee as Director at the 2024 Annual Meeting. Ann Marie Petach, who is a current Director, is stepping down as a Director when her term ends at the 2024 Annual Meeting. 

Each Director elected will serve until the next annual meeting and until a successor is duly elected and qualified. Each nominee has consented to being named in this Proxy Statement and to serving as a Director, if elected.

How we select Directors

Identifying and evaluating Director nominees

The Nominating, Governance and Sustainability Committee employs a variety of methods to identify and evaluate Director nominees. Candidates may come to the attention of the Nominating, Governance and Sustainability Committee through Board members, JLL executives, shareholders, professional search firms or other sources. Ms. Gore was identified by Egon Zehnder, a leading independent director-recruitment firm, retained by the Nominating, Governance and Sustainability Committee to identify and help evaluate Director candidates who have extensive experience and qualifications in key strategic and priority areas. The Nominating, Governance and Sustainability Committee regularly assesses the size of the Board and determines whether any vacancies are expected due to departures.

Director qualifications

Our Board has adopted a Statement of Qualifications for Members of the Board of Directors to outline the characteristics we seek in Board nominees. We believe JLL Directors should have demonstrated notable or significant achievements in business, education or public service; they should possess the acumen, education and experience to make a significant contribution to the Board; and they should bring a range of skills, diverse perspectives and backgrounds to the Board’s deliberations. Our Board believes that having directors of diverse backgrounds helps the Board better oversee our management and operations and assess risk and opportunities from a variety of perspectives.

Importantly, members of the Board must have the highest ethical standards, a strong sense of professionalism and a dedication to serving the interests of all JLL shareholders. The Statement of Qualifications groups these desirable characteristics in three categories, as shown below. Since 2022, the Statement of Qualifications has specifically included experience relating to environmental, social, legislative, regulatory and public policy matters and their impact on corporate governance.

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

2024 Proxy Statement Summary	S-316

Back to Contents

Summary of characteristics

The following charts reflect various characteristics of our 2024 Director nominees. Our Directors’ ages, tenure and diversity of background are well-distributed to create a balanced Board populated by individuals with years of experience working with JLL and our industry and individuals who bring fresh perspectives. All of our non-employee Directors are independent.

Summary of Board nominee experience and skills

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

Objectives of Executive Compensation

Theprincipal objectives of the Compensation Committee of our Board of Directors are to (1) align the compensation of each member of the Global Executive Board, our senior-most management group, with the Company’s short-term and long-term performance, (2) provide incentives for driving and meeting the Company’s strategic goals, and (3) help attract and retain the leaders who will be crucial to the Company’s long-term success and ultimate sustainability.

We compensate the members of our Global Executive Board using the following principal elements:

Element

Type

Annual Cash and EquitySenior Leadership/CEO Experience

Base salary, paid in cash

Annual incentives based on short-term performance, paid in cash and restricted stock with time vesting

Long-Term Incentive Compensation

Long-term incentive plans based on performance over multi-year periods, paid in restricted stock with time vesting and post-vesting hold requirement

CEO performance incentive and retention plan

Retirement

Same as for employees generally (401(k) match in the U.S. and standard plans in other countries)

Wedo not provide any significant perquisites. Our Board of Directors has decided that restricted stock grants made to our senior executives in 2013 and beyond under our long-term incentive compensation plans have a“double trigger” in the case of a change in control (namely the executive’s employment must be terminated after the change in control in order for the restricted stock to vest on an accelerated basis).

Shareholder Voting Matters

Voting Proposal

Board Voting Recommendation

Proposal 1:Finance/Accounting Experience

Election of Ten Directors

FOReach nominee listed below

Proposal 2:Risk Management Experience

Non-Binding “Say-on-Pay” Vote Approving Executive Compensation

FOR

Proposal 3:

Ratification of Appointment of Independent Registered Public Accounting Firm

FOR

	Proxy Statement Summary	S-4

Director Nominees for Election at the 2016 Annual Meeting

(1)

David B. Rickard is currently the Chairman of the Audit Committee. He has decided not to stand for re-election at the Annual Meeting. Promptly after the Annual Meeting, the Board will appoint a new Chairman for the Audit Committee.

(2)

Reflects directors that are currently are, or at any other time during 2015 were, on boards of other publicly-traded entities. Additional information about other board service is described in the Proxy Statement under “Directors and Corporate Officers — Biographical Information; Composition of the Board of Directors.”

(3)

As previously announced,Christian Ulbrich will assume the role of President of JLL on June 1, 2016. He will be replaced in his current role as Chief Executive Officer of JLL’s EMEA business segment.Colin Dyer, who is currently our Chief Executive Officer and President, will retain the Chief Executive Officer role effective June 1, 2016.

	Proxy Statement Summary	S-5
Technology/Cybersecurity/Innovation Experience

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETINGS		1
DIRECTORS AND CORPORATE OFFICERSReal Estate Industry Experience			6
Biographical Information; Composition of the Board of Directors		6
Director Qualifications		6
Current Board Composition and Nominees for Election		6
Changes During 2015 in Corporate Officer Positions		6
Current Non-Executive Directors Standing for Re-Election		7
Nominees Who are Not Currently Non-Executive Directors		7
Current Directors Who Are Also Corporate Officers		9
Additional Corporate Officers		9
Section 16 Reporting Officers		12
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS		13
Information about the Board of Directors and Corporate Governance		14
Director Independence		14
Review and Approval of Transactions with Interested Persons		14
Non-Executive Chairman of the Board; Lead Independent Director		15
Director Orientation and Continuing Education		15
Annual Board Self-Assessments and Senior Management Assessments		15
Policy on Trading Stock; Policy Against Pledging or Hedging Stock		16
Board Meetings During 2015		16
Standing Board Committees		16
The Audit Committee		17
The Compensation Committee		18
The Nominating and Governance Committee		19
The Board’s Role in Enterprise Risk Oversight		20
Nominations Process for Directors		21
Majority Voting for Directors		23
Calling for Special Shareholders’ Meetings		23
Non-Executive Director Compensation		23
Non-Executive Director Stock Ownership		26
Attendance by Members of the Board of Directors at the Annual Meeting of Shareholders		27
Communicating with Our Board of Directors		27
Corporate Sustainability: Building a Better Tomorrow		27
EXECUTIVE COMPENSATION		28
Compensation Discussion and Analysis		28
Executive Summary		28
What We Pay and Why: Elements of Compensation		36
Compensation Committee Report		47
Executive Compensation Tables		48
Additional Information		61
SECURITY OWNERSHIP		62
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		64
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		64
INFORMATION ABOUT THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		65
AUDIT COMMITTEE REPORT		66
THREE PROPOSALS TO BE VOTED UPON AT THE ANNUAL MEETING		67
PROPOSAL 1:—	ELECTION OF TEN DIRECTORS	67
PROPOSAL 2:—	NON-BINDING ADVISORY “SAY-ON-PAY” VOTE APPROVING EXECUTIVE COMPENSATION	69
PROPOSAL 3:—	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	70
PROXY DISTRIBUTION AND SOLICITATION EXPENSE		71

	Proxy Statement

As one of our shareholders,you are invited to attend the Annual Meeting. You are also entitled to vote on each of the matters we describe in this Proxy Statement.

Aproxy is the legal designation you give to another person to vote the shares of stock you own. If you designate someone as your proxy in a written document, that document is called a proxy card. We have designated two of our officers as proxies for our Annual Meeting: Colin Dyer and Mark J. Ohringer. We are asking you to designate each of them separately as a proxy to vote your shares on your behalf.

We anticipate that we will mail the Notice of Internet Availability to our shareholders on or about April 15, 2016.

You mayobtain a paper copy of our 2015 Annual Report and this Proxy Statement without charge by writing the JLL Investor Relations Department at the address of our principal executive office, 200 East Randolph Drive, Chicago, Illinois 60601, or by calling +1.312.228.2430.

	Proxy Statement	P a g e|1

Shareholder of Record

If your shares are registered directly in your name with JLL’s stock registrar, Computershare, then with respect to those shares we consider you to be the shareholder of record. As a shareholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.

Beneficial Owner

If you hold shares in a brokerage account or by a trustee or another nominee, then we consider you to be the beneficial owner of shares held “in street name,” and we are furnishing these proxy materials to you through your broker, trustee, or nominee. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and we are also inviting you to attend the Annual Meeting.

Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee, or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Your broker, trustee, or nominee has enclosed or provided instructions to you on how to vote your shares.

	Proxy Statement	P a g e|2

A written notice of revocation must be sent to our Corporate Secretary at the address of our principal executive office, which we provide above. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or nominee or (2) if you have obtained a legal proxy from your broker, trustee or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

If you need additional copies of this Proxy Statement or voting materials, please contact Broadridge Investor Communications at the number above or theJLL Investor Relations team at +1.312.228.2430.

	Proxy Statement	P a g e|3

Although the advisory vote on executive compensation is non-binding, our Board will review the result of the vote and, consistent with our philosophy of shareholder engagement, will take it into account in making a determination concerning executive compensation in the future.

The affirmative vote of a majority of the total number of votes cast by holders of Common Stock entitled to vote at the Annual Meeting will be necessary to (1) approve executive compensation through a non-binding advisory say-on-pay vote and (2) ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2016.

Accordingly, abstentions and broker non-votes will have no effect in determining whether Director nominees have received the requisite number of affirmative votes.

Abstentions and broker non-votes will also have no effect on (1) the voting with respect to the approval of the non-binding vote on executive compensation or (2) the ratification of the appointment of KPMG LLP.

Brokers holding shares of stock for beneficial owners have the authority to vote on certain“routine” matters, in their discretion, in the event they have not received instructions from the beneficial owners. However, when a proposal is not a “routine” matter and a broker has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the broker may not vote the shares for that proposal.

A“broker non-vote” occurs when a broker holding shares for a beneficial owner signs and returns a proxy with respect to those shares of stock held in a fiduciary capacity, but does not vote on a particular matter because the broker does not have discretionary voting power with respect to that matter and has not received instructions from the beneficial owner.

If you hold shares through a broker, trustee or other nominee and do not provide your broker with specific voting instructions, under the rules that govern brokers in such circumstances,your broker willnot have the authority to exercise discretion to vote your shares with respect to Proposal 1 (election of Directors) or Proposal 2 (say-on-pay), butwill have the authority to exercise discretion to vote your shares with respect to Proposal 3 (ratification of KPMG LLP).

	Proxy Statement	P a g e|4

Our By-Laws require that proposals of shareholders made outside of Rule 14a-8 under the Exchange Act must be submitted to our Corporate Secretary at our principal executive officenot later than February 28, 2017 and not earlier than January 29, 2017. In addition, any shareholder intending to nominate a candidate for election to the Board at the 2017 Annual Meeting must give timely written notice to our Corporate Secretary at our principal executive officenot later than February 28, 2017 and not earlier than January 29, 2017.

Shareholders may, subject to and in accordance with our By-Laws, recommend director candidates for consideration by the Nominating and Governance Committee. The recommendation must be delivered to our Corporate Secretary, who will forward the recommendation to the Nominating and Governance Committee for consideration.

	Proxy Statement	P a g e|5

Biographical Information; Composition of the Board of Directors

We provide below biographical summaries for each of:

Director Qualifications

In the case of each Director who is a nominee for election at the 2016 Annual Meeting, we also provide below under “Three Proposals To Be Voted Upon At The Annual Meeting—Proposal 1” a separate Qualifications Statement indicating those specific qualifications, attributes and skills that support his or her membership on our Board of Directors.

Current Board Composition and Nominees for Election

Our Board currently consists of the following 11 members:

Hugo Bagué

Ming Lu

Shailesh Rao

Samuel A. Di Piazza, Jr.

Martin H. Nesbitt

David B. Rickard

Global Business Experience

Colin Dyer

Sheila A. Penrose

Roger T. Staubach

Human Capital Management Experience

Public Company Board Experience

Dame DeAnne Julius

Ann Marie Petach

Our 2024 Director nominees

A biography of each Director nominee, current as of March 28, 2024, appears below. 

Hugo Bagué Age: 63 Director since 2011 Committees: Compensation Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

All

Mr. Bagué is currently the Executive Director of Milvusmilvus Consulting GmbH, a consultancy company that he owns and runs, and has been on the above Directors servedAdvisory Board of Hitachi Zosen Inova, a global cleantech company operating in energy from waste (EfW) and renewable gas, since December 2022. From 2007 until 2017, Mr. Bagué was Organisational Resources Group Executive for all of 2015Rio Tinto plc, a leading international mining and through the date of this Proxy Statement, except that each of metals group.

Skills and Attributes

Mr. Di PiazzaBagué brings significant experience with employee relations, communications, safety, information technology and Ms. Petach were first electedcompensation issues, as well as perspectives on public relations, procurement, information systems and corporate sustainability to the Board atJLL Board. His work for other multi-national companies provides insights into operating within different cultures, business environments and legal systems, including both Continental Europe and emerging markets, and also within the 2015 Annual Meetingtechnology and healthcare industries, both of Shareholders on May 29, 2015. All of the above Directorswhich are nominees for election except forMessrs. Rickardimportant to JLL’s future growth strategy.

Matthew Carter, Jr. Age: 63 Director since November 2018 Committees: Compensation Nominating, Governance and Sustainability (Chair)

Professional, Leadership and Staubach, each of whom has decided not to stand for re-election at the 2016 Annual Meeting. In addition, based on the recommendation of the Nominating and Governance Committee, the Board has nominatedChristian Ulbrich, currentlyService Experience

Mr. Carter is the Chief Executive Officer of JLL’s EMEA business segmentIntrado Life & Safety, Inc., a leading provider of emergency response solutions for the Public Safety community.  From 2018 to 2023, Mr. Carter was Chief Executive Officer of Aryaka Networks, Inc., a leading provider of cloud and who will becomeon-premises network applications. From 2015 to 2017, he served as President and Chief Executive Officer of Inteliquent, Inc., which provides wholesale voice services for carriers and service providers. Prior to that role, Mr. Carter held various positions at Sprint Corporation from 2006 to 2015, including President of the CompanyEnterprise Solutions, Sprint’s $14 billion global communications technology business unit. He previously served as a director of June 1, 2016, for first-time election at the 2016 Annual Meeting.Apollo Education Group, Inc., a provider of higher education programs, and USG Corporation, a global manufacturer of industrial products.  

ChangesSkills and Attributes

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

Other Public Company Boards

Current: NRG Energy, Inc., an integrated power company (since 2018). 

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Chair

Louis F. Bowers was appointed JLL’s Global Controller, effective August 14, 2015. In this role, Mr. Bowers is our principal accounting officer.

Susan M. Gore Age: 61 First-time Director Nominee Committees: Audit Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

Grace T. ChangMs. Gore held various leadership roles at PriceWaterhouseCoopers LLP (PwC) over 33 years, including most recently as the Managing Partner of PwC’s Global Technology and Information Security organization from 2016 until her retirement in 2022. Ms. Gore served as the Global Assurance Chief Operations Officer from 2011 to 2016 and the US Assurance Transformation Leader from 2006 to 2011. Prior to these roles, Ms. Gore was appointed Managing Directoran Assurance partner providing professional accounting services to clients ranging from high growth startups to large multi-nationals. From 2001 to 2006, Ms. Gore was the Chief Financial Officer of Globala late-stage venture backed software company and a Portfolio Advisor for a Silicon Valley Venture Capital firm. Ms. Gore holds a bachelor’s of business administration in accounting from Texas Christian University.

Skills and Attributes

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

Tina Ju Age: 59 Director since 2021 Committees: Audit and Risk Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

Ms. Ju is a founding and managing partner of KPCB China and TDF Capital. She has more than 30 years of experience in venture capital, investment banking and operations. Ms. Ju began her venture capital career in 1999 and has led several noteworthy investments, including Alibaba, Baidu and Focus Media. She co-founded VTDF China in 2000 and KPCB China in 2007. Earlier in her career, Ms. Ju spent 10 years in investment banking including Deutsche Bank as the head of TMT and Transport Asia, Merrill Lynch as head of Asia Technology and Corporate Finance Team, and Investor Relations, effective November 30, 2015.Goldman Sachs. Ms. Ju currently serves as a director on the board of various private companies. She is a member of the Global Leadership Council for Oxford Saïd Business School. Ms. Ju received a bachelor’s degree in industrial engineering and operations research from UC Berkeley and an MBA from Harvard Business School.

Bryan J. Duncan was appointed JLL’s Global Treasurer, effective August 14, 2015.Skills and Attributes

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

Other Public Company Boards

Current: Yiren Digital Ltd., a leading personal financial services platform in China, providing consumers with both credit and wealth management services (since 2015).

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Chair

Bridget Macaskill Age: 75 Director since 2016 Committees: Compensation Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

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

Ms. Macaskill has served on a number of public company and not-for-profit boards. She served on the board of Close Brothers plc, a merchant banking firm, until November 2022, and on the board of Jupiter Fund Management plc until May 2020.

Skills and Attributes

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

Deborah H. McAneny Age: 65 Director since 2019 Committees: Compensation (Chair) Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

Ms. McAneny served in various roles at John ForrestHancock Financial Services for over 20 years, including most recently as Executive Vice President for Structured and Alternative Investments. Following that, she was the Chief Operating Officer of Benchmark Assisted Living, LLC from 2006 to 2009. Ms. McAneny served on the board of directors of HFF, Inc., a leading capital markets advisor, from 2007 until July 2019 when the company was acquired by JLL. She is the chair of the board of the University of Vermont Foundation and formerly served as trustee and chair of the board of the University of Vermont.

Skills and Attributes

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

Other Public Company Boards

Current: KKR Real Estate Finance Trust, a real estate finance company (since 2017) and RREEF Property Trust, Inc., a non-traded REIT (since 2012). Prior within last five years: HFF, Inc. (2007–2019) and First Eagle Alternative Capital BDC, Inc. (f/k/a THL Credit Inc.) (2015-2023).

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Chair

Siddharth (Bobby) Mehta Age: 65 Director since 2019 Chairman of the Board since July 2020 Committees: Audit and Risk Nominating, Governance and Sustainability Compensation

Professional, Leadership and Service Experience

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

Skills and Attributes

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

Other Public Company Boards

Current: The Allstate Corporation (since 2014) and Northern Trust Corporation (since 2019). Prior within last five years: TransUnion (2013-2021) and Piramal Enterprises Ltd., a global business conglomerate (2013-2020).

Moses Ojeisekhoba Age: 57 Director since 2022 Committees: Compensation Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

Mr. Ojeisekhoba has more than 20 years of senior leadership experience in the financial services industry. From July 2016 until April 2023, he served as the Chief Executive Officer Reinsurance for Swiss Re, where he was responsible for the company’s Reinsurance Business Unit, covering both property and casualty, as well as life and health, overseeing the company’s reinsurance strategy and operations in more than 20 countries and providing his knowledge and expertise to clients throughout the world. As of April 2023, Mr. Ojeisekhoba assumed leadership of Swiss Re’s newly formed Global Clients & Solutions Business Unit, which contains the client management teams servicing Swiss Re’s global reinsurance clients, Public Sector Solutions, iptiQ and Reinsurance Solutions.

Mr. Ojeisekhoba serves as a member of Swiss Re’s Group Executive Committee. He is a frequent speaker on the topics of leadership, risk knowledge, digitalization, geopolitical trends and diversity. Mr. Ojeisekhoba holds a Bachelor of Science degree in Statistics from the University of Ibadan, Nigeria, and a master’s degree in Management from London Business School.

Skills and Attributes

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

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Chair

Jeetendra (Jeetu) I. Patel Age: 52 Director since 2019 Committees: Audit and Risk Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

Mr. Patel is Executive Vice President & General Manager, Security and Collaboration, of Cisco Systems, Inc., where he joined in June 2020. From 2017 to 2020, he was the Chief Product Officer and Chief Strategy Officer at Box, Inc., a leading enterprise cloud content management platform. From 2015 to 2017, Mr. Patel was the Chief Strategy Officer and SVP of Platform at Box, Inc., where he led the creation of the Box Platform business unit, overseeing product strategy, marketing and developer relations. Before joining Box, Inc., from 2010 to 2015, Mr. Patel was General Manager and Chief Executive of the Syncplicity business unit of EMC Corporation, a developer and seller of data storage and data management hardware and software.

Skills and Attributes

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

Other Public Company Boards

Current: Equinix, a digital infrastructure company (since 2022).

Larry Quinlan Age: 61 Director Since 2022 Committees: Audit and Risk (Chair) Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

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

Skills and Attributes

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

Other Public Company Boards

Current: Current: ServiceNow (NYSE:NOW), a leading cloud digital workflow company (since 2021), and Booking Holdings (NASDAQ:BKNG), a leading provider of online travel and related services (since 2022).

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Chair

Efrain Rivera Age: 67 Director since 2021 Committees: Audit and Risk Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

Mr. Rivera is currently Senior Advisor to the Chief Executive Officer of Paychex, Inc., a leading provider of integrated human capital management solutions. Previously, Mr. Rivera held the position of Senior Vice President and Chief Financial Officer of Paychex, Inc. Prior to that, Mr. Rivera worked for Bausch & Lomb, a global eye health company, where he held senior management positions, including Chief Financial Officer. Mr. Rivera has also served in higher education administration and in the Civil Division of the U.S. Department of Justice. Mr. Rivera is a Certified Management Accountant (CMA) and Certified in Financial Management (CFM).

Skills and Attributes

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

Christian Ulbrich Age: 57 Director since 2016 Committees: None

Professional, Leadership and Service Experience

Mr. Ulbrich has been the Chief Executive Officer (CEO) and President of JLL since October 2016. He is also the Chairman of our Global Corporate SolutionsGEB. From June 2016 through September 2016, Mr. Ulbrich was President of JLL, having previously served as the Chief Executive Officer for our Europe, Middle East and Africa (EMEA) business segment since 2009. Mr. Ulbrich has been a member of the Supervisory Board joined JLL’s Global Executive Board, effective January 1, 2016.

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Current Non-Executive Directors Standing for Re-ElectionVonovia SE, Europe’s largest residential real estate company, since 2014.

Skills and Attributes

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First-Time Nominee for Director Who Is Also a Corporate Officer

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Chair

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Shareholder recommendations

 

John Forrest     Mr. Forrest, 45, is the Global and Americas Chief Executive Officer for our Corporate Solutions business and Chairman of our Global Corporate Solutions Board. Since January 2016, he has also been a member of our Global Executive Board. Mr. Forrest has spent his entire career with JLL, beginning as a management trainee in our Australia business and for more than twenty years has assumed roles of increasing responsibility in different locations globally, including within our corporate real estate services, tenant representation, property management and fund management and workplace strategies businesses. Before re-locating to the United States for his current role, he was previously the Chief Executive Officer of our Corporate Solutions business in Asia Pacific. Mr. Forrest has a Bachelor’s Degree in Land Economics from the University of Western Sydney and an MBA from Macquarie University.

Allan Frazier     Mr. Frazier, 63, has been Executive Vice President, Global Head of Data and Information Managementand Chief Data Officer of JLL since January 2014. Prior to joining JLL, from March 2003 to January 2014, Mr. Frazier served in roles of increasing responsibility and ending as Executive Vice President and Global Head of Data and Information Management for HSBC Holdings plc, the global banking organization, and before then at other major financial institutions for which he developed and managed data management teams in most major markets across the Americas, Asia Pacific, and Europe/Middle East. Mr. Frazier has a Bachelor’s degree in Quantitative Geography from The University of California at Berkeley and a Master’s degree in Economic Geography from San Francisco State University.

Alastair Hughes     Mr. Hughes, 50, has been Chief Executive Officer for our Asia Pacific business segment since January 2009 and effective July 1, 2016, will be leaving the firm after 28 years of service. He is a member of our Global Executive Board. He was previously the Chief Executive Officer for our Europe, Middle East and Africa operating segment from November 2005. From 2000 to 2005, Mr. Hughes was the Managing Director of our English business. He joined Jones Lang Wootton, one of the predecessor entities to JLL, in September 1988 and held positions of increasing responsibilities within our Management Services, Fund Management, and Capital Markets businesses. Mr. Hughes graduated in Economics from Heriot Watt University in Edinburgh and has a Diploma in Land Economy from Aberdeen University. He is also a member of the Royal Institute of Chartered Surveyors.

Jeff A. Jacobson     Mr. Jacobson, 54, has been Chief Executive Officer of LaSalle Investment Management, JLL’s investment management business segment, since January 2007. He is a member of our Global Executive Board. From 2000 through 2006, he was Regional Chief Executive Officer of LaSalle Investment Management’s European operations. From 1998 to 2000, Mr. Jacobson was a Managing Director of Security Capital Group Incorporated. During the period between 1986 and 1998, he served in positions of increasing responsibilities with LaSalle Partners, one of the predecessor corporations to JLL. Mr. Jacobson graduated from Stanford University, where he received an A.B. in Economics and an A.M. from its Food Research Institute.

James S. Jasionowski     Mr. Jasionowski, 57, has been Executive Vice President, Chief Tax Officer of JLL since January 2007. He was Executive Vice President, Director of Tax, from April 2002 to December 2006. From October 2001 to March 2002, he served as Managing Director within the Structured Finance Group of General Electric Capital Corporation. He also served as Executive Vice President and Director of Tax of Heller Financial, Inc., a commercial finance company, from September 1997 through December 2001, and as Vice President and Tax Counsel of Heller Financial from May 1993 through August 1997. Prior to that, he held a variety of positions within the tax practice of KPMG from August 1985 through May 1993, ending as Senior Manager, Tax. He held a variety of positions with Jewel Companies, Inc., from June 1981 through July 1985. Mr. Jasionowski has a B.S. in Accountancy from Northern Illinois University, where he was also a University Scholar, and a J.D. from IIT Chicago Kent College of Law.

David A. Johnson     Mr. Johnson, 53, has been Executive Vice President, Global Chief Information Officer of JLL since November 2004. He served as the Chief Information Officer for the Americas business segment of JLL from 1999 to 2004. He joined LaSalle Partners, the predecessor firm to JLL, as Head of Technology for the Management Services Group in September 1997. Prior to joining LaSalle Partners, Mr. Johnson served as a practice lead for the Real Estate Operations and Systems Group for PricewaterhouseCoopers in Chicago and New York from 1993 to 1997 and was Manager of Portfolio Performance and Head of Technology for Dreyfus Realty Advisors in New York City from 1990 to 1993. Before joining Dreyfus, he held a variety of positions in the commercial banking industry. Mr. Johnson received a Bachelor’s degree in mathematics and economics from Ithaca College and an M.B.A. in Finance and Economics from Pace University.

Any shareholder recommendations for individuals to be considered as potential nominees must be in writing and should include the candidate’s name, age, business address, principal occupation and qualifications for Board membership, as well as evidence the proposed nominee consents to serve as a Director if elected.

 

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TableAll candidates recommended by shareholders will be considered in the same manner as any other candidate. For more information, see “What is the deadline to propose actions for consideration at next year’s annual meeting of Contents

Christie B. Kelly     Ms. Kelly, 54, has been Executive Vice President and Chief Financial Officer of JLL since July 2013. She is a member of our Global Executive Board. Before joining JLL, from 2009 she served as the Chief Financial Officer of Duke Realty Corporation, a leading U.S. real estate investment trust specializing in the ownership, management and development of bulk industrial facilities, medical office properties and suburban office buildings. Prior to joining Duke Realty, Ms. Kelly served as Senior Vice President of the Global Real Estate Group at Lehman Brothers, the investment banking firm, from 2007 to 2009. Before that, she was employed by General Electric Company from 1983 to 2007 and served in numerous finance and operational financial management positions in the United States, Europe and Asia that included responsibility for mergers and acquisitions, process improvements, internal audit, and enterprise risk management. She is a member of the board of directors of Kite Realty and was previously a member of the board of directors of the National Bank of Indianapolis. Ms. Kelly is on the board of trustees of the Butler University Business School. Ms. Kelly has a B.A. in Economics from Bucknell University. She has been recognized as one of the Women of Influence by theIndianapolis Business Journal.

Patricia Maxson     Dr. Maxson, 57, has been Executive Vice President, Chief Human Resources Officer of JLL since March 2012. From December 2007 until she joined JLL, she served as Vice President, Human Resources for Merck Research Labs at Merck & Co., Inc. From 1988 to 2007, Dr. Maxson held a variety of positions at Rohm and Haas Co., a specialty chemical company, initially as a chemist in the research organization and moving into human resources in 1999. Immediately prior to joining Merck, she served as the Rohm and Haas Human Resources Director for Europe. Dr. Maxson has a B.S. in Chemistry from Michigan State University, a Ph.D. in Chemistry from the University of California, Berkeley, and an M.A. in Clinical Psychology from The Fielding Graduate Institute.

Gregory P. O’Brien     Mr. O’Brien, 54, has been the Chief Executive Officer for our Americas business segment since January 2014. He is a member of our Global Executive Board. Mr. O’Brien was previously the Chief Executive Officer of our Americas Markets Solutions business and prior to that the Chief Executive Officer of our Americas Brokerage business. He was the Chief Executive Officer of The Staubach Company prior to its merger with JLL in 2008. Mr. O’Brien earned an M.B.A. from Harvard Business School after graduating from Tufts University with a B.S. in Electrical Engineering.

Mark J. Ohringer     Mr. Ohringer, 57, has been Executive Vice President, Global General Counsel and Corporate Secretary of JLL since April 2003. From April 2002 through March 2003, he served as Senior Vice President, General Counsel and Secretary of Kemper Insurance Group, Inc., an insurance holding company. Prior to that, Mr. Ohringer served as General Counsel and Secretary of Heller Financial, Inc., a commercial finance company, from September 2000. He previously served as Chief Corporate Counsel and Deputy General Counsel of Heller Financial from March 1999 to September 2000 as well as other roles within the legal function from the time he joined in December 1993. Prior to joining Heller Financial, Mr. Ohringer was a Partner at the law firm of Winston & Strawn LLP. In 2012, he was named by Corporate Board Member as one of America’s Top General Counsel and in 2011 by the Ethisphere Institute as one of the world’s 100 Most Influential People in Business Ethics. Mr. Ohringer has a B.A. in Economics from Yale University and a J.D. from Stanford Law School.

Parikshat Suri     Mr. Suri, 48, has been Executive Vice President, Director of Global Internal Audit of JLL since September 2014. He was CFO of JLL India from May 2008 to August 2014. From January 2006 to May 2008, he served as the CFO of Citi Technology Services Ltd. Prior to that, he held a variety of roles with Motorola India Pvt. Ltd., from 1997 to 2005 ending as a financial controller in that company’s GSM Network business in India. He also worked with ICI India Ltd. from 1994 to 1997. Mr. Suri has a Bachelor of Commerce degree from Panjab University. In 1992, he qualified as a Chartered Accountant in India and was ranked 50th in the country. Mr. Suri is a Certified Public Accountant (inactive).

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Section 16 Reporting Officersshareholders or to nominate individuals to serve as Directors?” on page 91.

 

Effective January 1, 2016, we have designated the following Corporate Officers as “Executive Officers” for purposes of reporting under Section 16 of the Exchange Act:

	Louis F. Bowers	Jeff A. Jacobson	Gregory P. O’Brien
	Charles J. Doyle	Christie B. Kelly	Mark J. Ohringer
	Colin Dyer	Patricia Maxson	Christian Ulbrich
	Alastair Hughes

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Proxy access

 

Our policies“Proxy Access for Director Nominations” bylaw permits a shareholder, or a group of up to 20 shareholders, owning at least 3% of JLL’s outstanding common stock continuously for at least three years, to nominate and practices reflect corporate governance initiatives that we believe comply with:include in our proxy materials one or more Director nominees, constituting up to two individuals or 20% of the Board (whichever is greater). Shareholders who wish to nominate a candidate to be included in our proxy materials should review all the requirements prescribed by Article III, Section 15 of JLL’s Bylaws, which are available on the Investor Relations page of our website at www.ir.jll.com. For more information, see “What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors?” on page 91.

 

•

The listing requirements of theNew York Stock Exchange (NYSE), on which our Common Stock is traded;

Majority voting

 

The corporate governance requirements

In an uncontested election (where the number of board seats equals theSarbanes-Oxley Act of 2002, as currently in effect;

SEC regulations; and

TheGeneral Corporation Law number up for election), each Director is elected by a majority of the Statevotes cast with respect to the Director at any meeting at which a quorum is present. A majority of Maryland, where JLLthe votes cast means that the number of shares voted “for” a Director must exceed the number of votes cast “against” that Director (with abstentions and broker non-votes not counted as votes cast). In a contested election, Directors will be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors.

In the event an incumbent Director fails to receive a majority of the votes cast in an uncontested election, such Director must promptly tender a resignation to the Board. The Nominating, Governance and Sustainability Committee (or another committee designated by the Board) must make a recommendation to the Board whether to accept or reject such resignation, or whether other action should be taken. The Board must act on the resignation, taking into account the Nominating, Governance and Sustainability Committee’s recommendation, and publicly disclose its decision (and, if such resignation is incorporated.

rejected, the rationale behind the decision) within 90 days following certification of the election results. The Nominating, Governance and Sustainability Committee in making its recommendations, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The Director who tenders a resignation will not participate in these deliberations. If such incumbent Director’s resignation is not accepted by the Board, the Director will continue to serve until the next annual meeting and until a successor is duly elected, or his or her earlier resignation or removal.

If an incumbent Director’s resignation is accepted by the Board, or if a non-incumbent nominee for Director is not elected, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board.

Corporate governance principles and Board matters

Key governance documents and policies

 

We maintain a corporate governance section on the Investor Relations page of our public website www.jll.com, which includes key information about the corporate governance initiatives that are set forth in our:at www.ir.jll.com, where you can find:

 

Articles of Incorporation;

By-Laws;

Corporate Governance Guidelines;

Charters for each of the three standing Committees of our Board of Directors described below;

Statement of Qualifications of Members of the Board of Directors; and

Code of Business Ethics.

•	our Articles of Incorporation and our Bylaws;
•	our Corporate Governance Guidelines;
•	charters for each of our Audit and Risk, Nominating, Governance and Sustainability, and Compensation Committees;
•	the Statement of Qualifications for Members of the Board of Directors;
•	the complaint procedure for auditing and accounting matters;
•	our Code of Ethics; and
•	our Policy on Recoupment of Incentive Compensation.

 

We will make any of this information available in print to any shareholder who requests it inby writing fromto our Corporate Secretary at the address of our principal executive office.Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601.

 

The Board of Directors regularly reviews corporate governance developments and modifies our By-Laws,Bylaws, Corporate Governance Guidelines and Committee Charterscommittee charters accordingly. Our Code of Business Ethics applies to all employees, of the Company, including all of our executive officers as well as to the members of our Board ofand Directors.

 

JLL is committed to the values ofeffective corporate

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Corporate governance and the highest ethical standards. We believe that these values will promote the best long-term performance and sustainability of the Company for the benefit of our shareholders, clients, staff, and other constituencies. To this end, over the past years we have adopted the following significant corporate governance policies and practices:leadership framework

 

Annual electionsThe Board of all Directors;

Annual “say-on-pay” votes by shareholders with respect to executive compensation;

Right of shareholders owning 30% of the outstanding shares of our Common Stock tocall a special meeting of shareholders for any purpose;

Majority voting in Director elections;

Separation of the Chairman and CEO roles, with our Chairman serving as the Lead Independent Director;

Required approval by the Nominating and Governance Committee of anyrelated-party transactions;

Executive session among the Non-Executive Directors at each in-person meeting;

Director orientation and continuing education program; and

Annual self-assessment by the Board and each of its Committees, and an annual assessment of the Board by senior management.

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Information about the Board of Directors and Corporate Governance

 

The Board, whose members ourelected by the Company’s shareholders, elect annually, is theultimate decision-making bodyresponsible for management of the Company except with respect to those mattersCompany’s business and for decisions it has reserved to the shareholders either byfor itself or that applicable law our Articles of Incorporation or our By-Laws.requires it to make. The Board elects each of the Chairman of the Board and the Chief Executive OfficerCEO and certain other members of the senior management team. Senior managementteam, which is responsible forcharged with conducting JLL’sthe Company’s business under the oversight of the Board to enhance the long-term value and sustainability of the Company forto the benefit of its shareholders. The Board acts as an advisor and counselor to JLL’sthe CEO and the Company’s senior management and ultimately monitors the establishmentCompany’s performance. The best commonly held practices and the realities of itsbusiness dictate that governance over many of the complex decisions required to operate the Company shall be made by, or upon consultation and deliberation with, those separate Committees of the Board, executive and management committees, or individual executives best equipped to make them because of their relative expertise and business focus. The Board ultimately may override the CEO and management on any matter, including, but not limited to, matters relating to the Company’s management of enterprise risks.

Corporate Authority Policy

The executive officers of the Company (see page 38) effect their decision-making process and execute their business decisions in ways that reflect a high level of communication, coordination, transparency and deliberation among those whose experience, knowledge, judgment and executive abilities are most likely to contribute to the best possible outcomes. To that end, the Company has enacted a Delegation and Exercise of Corporate Authority Policy (Corporate Authority Policy), issued by the Board, that establishes the respective levels of corporate strategyauthority required, and its performance relativethe informational and deliberative process generally to be followed, for any officer or employee of the Company to commit resources or incur liabilities on behalf of the Company.

The Chief Executive Officer

As set forth in our Bylaws, the Company’s CEO reports to the Board and is responsible for the overall strategies of the business. The CEO coordinates and manages the efforts of the Company’s senior executives to develop and achieve the Company’s current and long-term objectives and vision. The CEO is responsible for the Company’s operating policies and procedures and serves as the Company’s senior management representative to its strategic goals.clients, the financial community and the general public. In order to exercise his or her corporate authority with respect to significant matters having implications beyond one business segment or for the Company as a whole, the Corporate Authority Policy contemplates that the Company’s CEO shall be assisted by the GEB.

 

Succession planning

Director Independence

The Board is responsible for the succession plan for the Company’s CEO. To assist the Board, the CEO annually presents to the Board on succession planning for all senior officers of the Company with an assessment of senior managers and their potential to succeed the CEO and other senior management positions. The CEO also prepares, on a continuing basis, a short-term succession plan which delineates a temporary delegation of authority to certain officers of the Company if all or certain of the senior officers should unexpectedly become unable to perform their duties. The short-term succession plan will be in effect until the Board has the opportunity to consider the situation and take action, when necessary.

 

The Global Executive Board

A

The principal responsibilities of the GEB, are to determine, and direct the execution of, the Company’s overall business strategy, under the oversight and direction of the CEO and the Board. The GEB is responsible for assisting the CEO in:

•	Determining the overall business strategy and annual business plans and budget of the Company;
•	Monitoring, evaluating and evolving the Company’s strategy, plans and budget on a continuous and flexible basis over time as business, economic, geo-political and other relevant opportunities and factors dictate;
•	Directing the execution of the overall business strategy and plan in the most efficient, coordinated and effective manner possible;
•	Deciding upon and giving the approvals with respect to particular matters as contemplated by the Corporate Authority Policy; and
•	Serving as a readily identifiable and accessible forum within which the leaders of the Company’s respective business may:

	–	Debate and establish the Company’s business strategies and execution tactics having multi-jurisdictional or global implications;
	–	Raise strategic or execution issues having Company-wide implications;
	–	Share best practices and lessons learned that have potentially multi-jurisdictional, multi-business segment or global implications;
	–	Inquire about resources and business practices that may be transferable from one part of the Company to another; and
	–	Generally serve as a valuable resource for each other in the conduct of the Company’s business.

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Enhanced Board oversight over environmental, social, legislative, regulatory and public policy matters

The Nominating, Governance, and Sustainability Committee has responsibility to assist the Board in overseeing the Company’s policies, programs and related risks to the Company that concern certain environmental, social, legislative, regulatory and public policy matters (ESG). The Nominating, Governance and Sustainability Committee is also assigned the following responsibilities:

•	Review and discuss, and bring to the attention of the Board current and emerging ESG and sustainability policy trends that could impact JLL’s business operations, performance, and reputation;
•	Review and discuss JLL’s implementation of procedures for identifying, assessing, monitoring and managing ESG and sustainability risks related to JLL’s business;
•	Review and discuss JLL’s integration of ESG and sustainability policies, practices and goals into its business strategy and decision-making;
•	Review JLL’s sustainability program and goals and JLL’s progress toward achieving those goals; and
•	Review in advance and discuss JLL’s voluntary ESG and sustainability reporting.

Director independence

Our Corporate Governance Guidelines provide that a majority of our Board consists of independent Directors. All of the members of the Audit, Compensation, and Nominating and Governance Committees of our Board are independent Directors. must be independent. For a Director to be considered independent, the Board must determine that the Director does not have any direct or indirect material relationship with JLL and meets all the Company. The Board observes all criteria for independence and experience established by the New York Stock Exchange (NYSE (including Rule 303A in its Listed Company Manual) and by other governing laws and regulations.

). The Board has determined that Hugo Bagué, Samuel A. Di Piazza, Jr., Dame DeAnne Julius, Ming Lu, Martin H. Nesbitt, Sheila A. Penrose, Ann Marie Petach, Shailesh Rao, and David B. Rickard, all of whomour Directors are currentindependent except Mr. Ulbrich, our CEO. All the members of our Board,the Board’s three standing committees are independent according towithin the criteria we describe above. These are the Directors we describe in this Proxy Statement as being Non-Executive Directors (meaning Directors we do not otherwise employ as Corporate Officers).meaning of applicable SEC regulations and NYSE listing standard.

 

In connection with the independence determinations for Hugo Bagué, Samuel A. Di Piazza, Jr., Ming Lu, Martin H. Nesbitt, Sheila Penrose, Ann Marie Petach and Shailesh Rao,each of our non-employee Directors, the Board considered transactions and relationships between each Director, or any member of his or her immediate family, and JLL and its subsidiaries and affiliates. The Board also considered whether there were any transactions or relationships between JLL and a Director, or any member of his or her immediate family (or any entity in which a Director or any immediate family member is an executive officer, general partner, or significant equity holder). Ultimately, the Company with entities with which such Directors are orBoard concluded that the transactions considered were associated, as current or former directors, officers, employees, partners and/or equity-holders, notingroutine and normal, and that each such transaction consists of services being provided byno Director derived a material benefit from the Company in the ordinary course of business, with customary consideration being received by the Company in exchange therefor (and no consideration being received directly or indirectly by the Director).transactions. None of these transactions was considered a material relationship that impacted the applicablea Director’s independence.

Given In particular, in determining that affiliatesMs. Petach is independent, the Board considered her service as director of certain companies affiliated with BlackRock, Inc. in the aggregate, which companies collectively constitute a significant shareholder of JLL, which may from time to time include certain of the affiliates whereJLL. The Board determined that these relationships do not compromise Ms. Petach remains a member of the board of directors,Petach’s independence. Further, we have also putimplemented procedures, in place, to which BlackRock has agreed, to avoid conflicts of interest with respect to information regarding JLL.

 

Board leadership structure and role of the non-executive chairman in the leadership of the Board

Our leadership structure separates our CEO and Chairman of the Board positions. Barring exceptional circumstances, such as the CEO unexpectedly becomes unable to perform his or her duties, we do not intend for the CEO and Chairman of the Board positions to be held by the same individual. We believe this approach is useful and appropriate for a complex and global organization such as ours, as it provides independent Board leadership and engagement while allowing our CEO to focus on his primary responsibility for managing the operational functions of JLL, ensuring a seamless and refined execution of strategic initiatives. The Board is responsible for succession planning for the Chairman of the Board position including a short-term succession plan in the event that the Chairman of the Board should unexpectedly become unable to perform his duties. The Board-approved succession plan will be in effect until the Board elects a successor Chairman of the Board pursuant to the Bylaws.

Mr. Mehta, a non-employee Director, has served in the Chairman role since July 2020.

The duties of the Chairman of the Board include the following:

•	Chair Board meetings and encourage constructive engagement and open communications;
•	Preside over regularly-scheduled executive sessions of our non-employee Directors including an executive session during which the CEO’s performance is formally evaluated on an annual basis;
•	Coordinate the activities of, and facilitate communications among, our non-employee Directors;
•	Chair our annual shareholders’ meetings;
•	Establish each Board meeting agenda, consulting with the CEO and the Chief Legal Officer, and ensure that the agenda and materials are complete and timely and address the key priorities;
•	Represent JLL with clients and shareholders as required;
•	Act as a mentor and confidant to the CEO in support of his successful performance, attend internal company meetings as required, and encourage direct communications between the CEO and individual members of the Board;
•	Together with the Nominating, Governance and Sustainability Committee, regularly review and provide input on the structure of the Board and the Board Committees as part of the annual Board and Committee evaluation process; and
•	Maintain regular and open dialogue with Board members between meetings.

The Board has determined that each person who serves as Chairman of the Board, if that person is independent, will automatically also serve as a member of each of the Board’s committees.

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Board meetings and attendance

The full Board held seven meetings during 2023, four of which were held by videoconference. Each Director attended, in aggregate, at least 88% of all meetings of the Board and of any committee on which such Director served during the periods in which such Director served. Our non-employee Directors frequently meet in executive session without management participation, either before or after Board meetings. The Chairman of the Board presides over these executive sessions. In 2023, the Board met in executive session on six occasions, with the Audit and Risk Committee and the Compensation Committee meeting in executive session six and seven times, respectively.

We strongly encourage all Board members to attend the annual meeting of shareholders each year. All of our Directors on the Board were present at our 2023 Annual Meeting of Shareholders.

Board committees

The Board has established the Audit and Risk, Nominating, Governance and Sustainability, and Compensation Committees to assist it in discharging its responsibilities. The members and number of meetings for each of these committees in 2023 and their primary responsibilities are listed below. A complete list of the responsibilities of each committee can be found in the committee charters, which are available in the corporate governance section on the Investor Relations page of our website at www.ir.jll.com.

All members of the Audit and Risk, Nominating, Governance and Sustainability, and Compensation Committees are non-employee Directors who are independent under NYSE listing standards, JLL’s Corporate Governance Guidelines, and applicable rules under the Securities Exchange Act of 1934 Act (the 1934 Act).

Audit and Risk Committee
Members*		The Audit and Risk Committee acts on behalf of the Board to monitor
Larry Quinlan (Chair) Tina Ju Siddharth (Bobby) Mehta Jeetendra (Jeetu) I. Patel Ann Marie Petach Efrain Rivera Number of meetings in 2023: 8 100% attendance by all members *Ann Marie Petach was Chair of the Audit and Risk Committee through November 2023; Bridget Macaskill was a member of the Audit and Risk Committee through May 2023		•  the integrity of JLL’s financial statements; •  the qualification, independence and performance of JLL’s independent registered public accounting firm; •  the performance of our internal audit function; •  JLL’s enterprise risk management framework; and •  JLL’s cybersecurity and information technology readiness. See also the “Audit and Risk Committee Report” on page 85. Our Board has determined that each member of our Audit and Risk Committee is “financially literate” as required by the NYSE. Our Board has also determined that Ms. Petach is an “audit committee financial expert” as defined by SEC rule.

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Compensation Committee
Members*		The Compensation Committee acts on behalf of the Board to
Deborah H. McAneny (Chair) Hugo Bagué Matthew Carter, Jr. Bridget Macaskill Siddharth (Bobby) Mehta Moses Ojeisekhoba Number of meetings in 2023: 7 100% attendance by all members *Bridget Macaskill was a member of the Compensation Committee beginning in June 2023		•  formulate, evaluate and approve the compensation of JLL’s GEB; •  oversee all compensation programs involving the use of JLL common stock; and •  approve performance goals for our GEB incentive compensation programs and review the extent to which those performance goals have been achieved at the end of each performance period. See also the “Compensation Committee Report” on page 56. The Board has determined that all Compensation Committee members are independent within the meaning of NYSE rules, including the heightened independence criteria for Compensation Committee members. All are “non-employee” directors under SEC rules and outside directors under the Internal Revenue Code. Compensation Committee interlocks and insider participation There are no Compensation Committee interlocks, and there is no insider participation on the Compensation Committee. Certain executive leaders attend meetings of the Compensation Committee in order to present information and answer questions.

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Nominating, Governance and Sustainability Committee

Members		The Nominating, Governance and Sustainability Committee acts on behalf of the Board to
As a policy matter, all of our non-employee Directors are automatically members of this committee. Mr. Carter serves as Chair. Number of meetings in 2023: 4 100% attendance by all members		•  identify and recommend qualified candidates to be Director nominees and to fill vacancies on the Board occurring between annual meetings; •  recommend Directors to serve on each Board committee; •  develop and recommend the Corporate Governance Guidelines; •  oversee JLL’s policies and programs and related risks to JLL that concern certain environmental, social, legislative, regulatory and public policy matters; and •  lead the annual review of the Board’s performance.

The term of Ann Marie Petach is expiring at the 2024 Annual Meeting, and she is not standing for reelection. Accordingly, Ms. Petach will cease to serve on the above-mentioned committees upon the expiration of her term at the 2024 Annual Meeting. We expect Ms. Gore will replace Ms. Petach on both the Audit and Risk Committee and the Nominating, Governance and Sustainability Committee.

Director orientation and continuing education

We provide new Directors with an initial orientation about JLL, including our business operations, strategy, Code of Ethics and policies, including those with regard to sustainability, integrated reporting, tax, audit, financial reporting, talent, reward and governance.

All of our Directors have access to resources and ongoing educational opportunities to help them stay current about developments in corporate governance and critical issues relating to the operation of public company boards and their committees.

We actively participate in various professional organizations that provide training opportunities and information about best practices in corporate governance and business ethics.

Our Directors also visit company offices in different cities as part of regularly scheduled Board meetings. These visits typically include sessions with management, staff and clients. In 2023, our Board held in-person meetings at our offices in Chicago and San Francisco.

Annual Board self-assessments

Our Board annually conducts a process, including a self-assessment, to determine whether it and its committees are functioning effectively and how they might enhance their effectiveness. Our Board evaluation process alternates each year.

1.	Information gathered •  (Odd Years) An independent consultant conducts a one-on-one assessment with each director in January and February regarding Board and committee effectiveness and engagement. •  (Even Years including 2024) Each Director completes a written self-assessment questionnaire on an anonymous basis in January regarding Board and committee effectiveness and engagement.
2.	Compilation and initial review of information •  (Odd Years) The independent consultant or internal legal personnel, as applicable, compiles information from these individual assessments without individual attribution. •  (Even Years including 2024) The Chair of the Nominating, Governance and Sustainability Committee reviews the anonymized information from the individual assessments, including with the independent consultant, as applicable.
3.	Committee and full Board sessions •  The independent consultant or Chair of the Nominating, Governance and Sustainability Committee, as applicable, leads a discussion with the full Board at its March meeting regarding the assessments provided by the Board members. •  The Board continues the discussion around Board and committee effectiveness and engagement in non-management executive sessions. •  As needed, individual Board committees discuss assessments provided.

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The Board’s role in enterprise risk oversight

Successful management of our enterprise risks is critical to JLL’s long-term sustainability. Management is responsible for identifying and mitigating JLL’s enterprise risks, but the Board and its committees take active roles in overseeing that effort. In particular, the Board focuses on substantive aspects of management’s evaluation of enterprise risks and the efforts management is making to avoid and mitigate them. The Company has adopted a combined assurance model to align assurance programs between enterprise risk management, compliance and ethics, internal audit and other assurance providers within the Company, to deliver deeper insights to the Board and management on governance, risk management, and effective control design and execution. The purpose of the combined assurance model is to deliver effective risk oversight by assisting the Board and management in protecting the Company through risk aggregation, adoption of proven practices, reduction of duplicative efforts with assurance activities, and providing a common methodology to evaluate and manage risks.

The Audit and Risk Committee focuses on the process management follows to continuously identify enterprise risks and monitors the mitigation efforts management has established. The Audit and Risk Committee semi-annually discusses with the Company’s global director of enterprise risk management and senior management the process that has been followed to establish an enterprise risk management report. The global director of enterprise risk management, who reports into the Company’s Chief Legal Officer, provides a risk environment update that evaluates risk both on potential impact to the Company and also based on the time frame when the risk is likely to have an impact. The global director of enterprise risk management performs a horizon scanning with the assistance of outside advisors and experts to anticipate future threats to the Company and emerging trends. In preparing the risk environment update report, the global director of enterprise risk management meets with the GEB and other senior management to gather input which is then aggregated and used in preparing the proposed top risks for the Company. This report, which is reviewed by our Audit and Risk Committee, reflects the then-current most significant enterprise risks that management believes JLL faces, the efforts management is making to avoid or mitigate the identified risks, and how our internal audit function proposes to align its activities to mitigate the identified enterprise risks. The risks identified in the enterprise risk management report are reviewed by management in connection with the Company’s disclosure controls and procedures.

The Compensation Committee monitors and discusses with management those risks that are inherent in our compensation programs. As a regular part of its deliberations, the Compensation Committee considers how the structure of our compensation programs will affect risk-taking, and the extent to which those programs drive alignment with JLL’s long-term success and the interests of our shareholders. The Compensation Committee comments on this aspect of our compensation program under “How we make compensation decisions” on page 44.

The Nominating, Governance and Sustainability Committee monitors and discusses with management those risks that are inherent in our corporate governance and compliance programs. In the normal course of its activities, our Nominating, Governance and Sustainability Committee reviews emerging best practices in corporate governance and stays abreast of changes in laws and regulations that affect the way we manage the organization.

The Board’s role in compliance oversight

Ethical behavior and conduct are part of our culture, and more generally a part of who we are as an organization. JLL is committed to maintaining the highest ethical standards and engaging in practices that enhance the welfare, safety and well-being of our employees, business partners and wider communities across the world. The Board, and the Audit and Risk Committee, oversee the Company’s compliance with legal and regulatory requirements. The Audit and Risk Committee receives regular reports from the Company’s Chief Compliance Officer, who reports to the Company’s Chief Legal Officer, concerning compliance with the Company’s Code of Ethics and corporate securities trading policies including the status of significant investigations involving alleged violations of the Code of Ethics. Additionally, the Company’s Chief Legal Officer regularly reports to the Audit and Risk Committee on any legal matter that could have a potential significant impact on the Company’s financial statements, the Company’s compliance policies or any other financial disclosures.

The Audit and Risk Committee also receives regular reports from the Company’s Chief Audit Executive concerning the planned annual scope of the internal audit team and any significant reports to management prepared by the Company’s internal audit department and management’s responses. The Audit and Risk Committee advises the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Ethics.

In 2022, the Board approved an updated version of the Company’s Code of Ethics which sets forth the ethics principles that guide our operations globally and applies to all employees of JLL and the members of the Board. Our Code of Ethics includes a message from our Chairman of the Board and CEO, and emphasizes that ethics is in everything we do at JLL. Each year every member of the Board completes an attestation that he or she has reviewed the Code of Ethics and will comply with the principles set forth in the Code in carrying out his or her Board responsibilities.

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The Board’s role in human capital oversight and diversity, equity and inclusion

The Board actively oversees our overall human capital management process, including diversity and inclusion, training and development, well-being, and health and safety. The Board also oversees the work of its Compensation Committee in developing corporate policies and frameworks designed to attract, retain, engage and develop a workforce that aligns with our values and organizational purpose. Since 2022, the Company has had a Global Head of Diversity, Equity, & Inclusion, who reports directly to the Company’s CEO. The Company’s Global Head of Diversity, Equity & Inclusion, together with the CHRO, provides regular updates to the Board on the Company’s DEI initiatives and progress against stated objectives.

The Board’s role in information and data security oversight

Our Management and the Board of Directors provide significant oversight of risks from cybersecurity threats and are informed about and closely monitor the prevention, detection, mitigation and remediation of cybersecurity incidents. In May 2022, in furtherance of ensuring appropriate oversight of JLL’s cybersecurity and information technology readiness, the Board adopted an amended Charter of the Audit Committee that added cybersecurity and information technology readiness as part of the Committee’s purpose. In addition, the Audit Committee was renamed as the Audit and Risk Committee to more accurately align with its responsibility to assist the Board in overseeing the Company’s policies, programs and related risks identified as part of the enterprise risk management framework and cybersecurity and information technology. Cybersecurity is also reviewed as part of our overall enterprise risk management program, led by our Director of Enterprise Risk Management, which assesses our significant enterprise risks, provides a summary of those risks and primary mitigations, identifies control improvement projects for our significant risks, and regularly reports on the progress of control improvement projects for those risks to our GEB and the Audit & Risk Committee.

In the area of cybersecurity and information technology readiness, to respond to the threat of security breaches and cyberattacks, the Company has developed a cybersecurity program, the implementation of which is led by the Company’s Global Chief Information Officer (“CIO”) and the Chief Information Security Officer (“CISO”). Our cybersecurity program is designed to protect and preserve the confidentiality, integrity and continued availability of all information and systems owned by us, or in our care. Our cybersecurity program strategy is to implement layered controls to reduce our cybersecurity risk by minimizing both the likelihood and potential impact of cybersecurity events. These controls are aligned with the National Institute of Standards and Technology (NIST) cybersecurity framework. We maintain a robust cyber incident response plan that includes controls and procedures designed to allow timely and accurate reporting of any material cybersecurity incident. We view cybersecurity as a shared responsibility, and we periodically perform simulations and tabletop exercises at a management level and incorporate external resources as well. We provide at least annual information security training for employees who have access to Company or client-related sensitive or personal information and regularly conduct phishing tests and education. We continue to implement new controls, governance, technical protections and other procedures to mitigate against the risks of a cybersecurity event. We have experienced various types of cyber-attack incidents in the last three years, which to-date have been contained and have not been material to us. JLL also maintains a cyber risk insurance policy.

The Audit and Risk Committee receives regular reports from our CIO and CISO on the Company’s information security program including the Company’s top cybersecurity risks, cybersecurity strategy, information system controls and related security measures and improvements, cyber incident response plan, cybersecurity incidents and cyber defense metrics, and cyber security protocols and trainings. These regular reports also are shared with the full Board, which, in recognition of the increasing importance of cybersecurity in today’s digital landscape and the critical need for robust cybersecurity measures to protect the Company’s sensitive information, infrastructure, and assets, approved the establishment of a Cybersecurity Subcommittee of the Audit and Risk Committee in March 2024.

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Shareholder engagement

Why we engage

Shareholder engagement is a core JLL practice that is a significant part of our ongoing dialogue with our stakeholders to ensure that existing and potential investors understand our strategy, financial results, and future growth drivers. Engagement sessions allow investors to share their feedback so that we better understand their priorities.

Key topics of engagement

•	Industry trends and outlook
•	JLL global business strategy and performance
•	Human capital management and executive compensation
•	Sustainability, Social and Corporate Governance matters

2023 investor outreach

Our investor engagement initiatives occur year-round. During 2023, JLL provided institutional investors with a wide variety of opportunities to provide feedback through different channels including through our:

•	Investor Outreach Program: More than 200 one-on-one investor meetings and calls, reaching holders of approximately 40% of our shares.
•	Meetings & conferences: Attended six industry conferences, hosted multiple investor headquarters visits, and participated in two sell-side sponsored industry days.
•	Corporate governance calls: The Chairman of our Board of Directors held meetings with five of JLL’s top shareholders to discuss Corporate Governance, Executive Compensation, and Sustainability.

Corporate sustainability

We partner with our stakeholders to drive innovative, impactful, sustainable change by embedding sustainability into everything we do. Sustainability facilitates our ability to deliver long-term value to our shareholders, create productive, healthy spaces for our clients and employees, and energize our communities.

We’ve already achieved much to be proud of, but our vision is to do more to embed sustainability across the whole business and deliver our purpose to shape the future of real estate for a better world.

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Our purpose has deep roots in our identity and history, and is the guiding principle informing our sustainability program. We partner with our stakeholders to deliver sustainability through:

Key issue		Climate action for sustainable real estate			Healthy spaces for all people			Inclusive places for thriving communities
Definition		We take urgent climate action that accelerates the transition to net zero, enhances performance, mitigates risks and helps shape a better world			We create safe and healthy spaces that promote productivity, wellbeing and sustainability			We provide fair and inclusive places that create positive social impact and equal opportunities

Our market position enables us to take actions that contribute to a better world. In so doing, we demonstrate our responsibility as an organization, bring our purpose to life, add value to our brand, and use our position to attract and retain talent.

Sustainability matters to our clients for many of the same reasons it matters to us. They want to enhance the value of their real estate assets and drive operational efficiencies and cost savings. They also seek to attract and retain a productive, healthy and diverse workforce and achieve positive impacts in their communities. Like JLL, many of our clients have their own sustainability goals and are seeking partners who can help them achieve their objectives.

With JLL managing nearly 5 billion square feet of space globally for our clients — approximately 1100x the square footage that we ourselves occupy — our greatest opportunity for impact is with and through our clients.

Our expertise addresses the entire lifecycle of a building and human experience, from design and planning of buildings through to construction, occupation, management, refurbishment and exit. We offer advice on how sustainability considerations can be embedded at each of these stages to maximize value. JLL’s sustainability professionals provide market-leading solutions to make our buildings smart, healthy and productive. And through LaSalle, with its ESG best practices, we enhance the performance of our clients’ investments.

Refer to our annual ESG Report for more detailed information, including JLL’s commitment to net-zero carbon operations for our leased offices and updates on progress toward achieving our broader net-zero emissions target, which was validated by the Science Based Target initiative (SBTi) in 2021.

Communicating with our Board

We value the continued interest of and feedback from our shareholders and other interested parties, and we are committed to maintaining our active dialogue with you. Shareholders and other interested parties may communicate directly with our Board of Directors by email or regular mail. If you wish to communicate only with our non-employee Directors, or with a particular Director individually, please so note in your communication.

	By email boardofdirectors@jll.com Corporate Secretary will forward to all Directors	By mail Jones Lang LaSalle Incorporated c/o Corporate Secretary 200 East Randolph Drive Chicago, Illinois 60601 Corporate Secretary will forward to the intended recipient(s)

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Review and Approvalapproval of Transactionstransactions with Interested Persons

interested persons

 

We have adopted aconflict of interest policy as part of JLL’s Code of Business Ethics, under which we expectsets forth our expectation that all Directors, Corporate Officers,executive officers and JLL employees of the Company towill make business decisions and take actions based upon JLL’s best interests and not based uponrather than personal relationships or benefits.

 

The Board has also adopted a formal written policy and procedures forrequiring the review and approval of any transaction, arrangement or relationship (or any series of similar transactions, arrangements, or relationships) (1) that involves a potential corporate opportunity or in which we were, are, or will be a participant, (2) where the amount involved exceeds $120,000, and (3) in which any of the following persons had, has or will have a direct or indirect material interest:

 

Our Directors, nominees for Director or Corporate Officers;

Any beneficial owner of more than 5% of any class of our voting securities;

Any immediate family member of any of the foregoing persons; and

Any entity in which any of the foregoing persons has a substantial ownership interest or control of such entity.

Based on the above criteria, we have described the reportable related party transactions with our beneficial owners of more than 5% of our Common Stock, Corporate Officers and Directors in 2015 under “Certain Relationships and Related Transactions” with respect (i) BlackRock, Inc., (ii) The Vanguard Group, and (iii) T. Rowe Price.

•	Proxy Statement	P a g e|14 A Director, nominee for Director or executive officer;
•	Any beneficial owner of more than 5% of any class of our voting securities;
•	Any immediate family member of the foregoing persons; and
•	Any entity in which any of the foregoing persons has a substantial ownership interest or control.

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Non-Executive Chairman of the Board; Lead Independent Director

Since January 1, 2005, Ms. Penrose, a Non-Executive Director, has held the role of theChairman of the Board. The Board has determined that Ms. Penrose will also serve as the Lead Independent Director of the Board for purposes of the NYSE’s corporate governance rules.

In her role as Chairman of the Board, Ms. Penrose’sduties include the following:

Chair Board meetings and encourage constructive engagement and open communications;

Preside over regularly scheduled executive sessions of our Non-Executive Directors;

Coordinatethe activities of, and facilitate communications among, our Non-Executive Directors;

Chair our annualshareholders’ meetings;

Establish eachBoard meeting agenda, consulting with the Chief Executive Officer and General Counsel, and ensure that the agenda and materials are complete, timely and address the key priorities of the Company and its Board;

Represent the Company with clients and shareholders as required;

Act as amentor and confidant to the Chief Executive Officer in support of his successful performance, attend internal Company meetings as required, and encourage direct communications between the Chief Executive Officer and individual members of the Board; and

Maintainregular and open dialogue with Board members between meetings.

The Board considers theelection of a Chairman annually, immediately following each Annual Meeting of Shareholders. In May 2015, the Board extended the term of Ms. Penrose’s appointment to the date of the 2016 Annual Meeting of Shareholders, at which time the Board will re-evaluate whether to further extend her appointment.

The Board has determined that each person who serves as Chairman of the Board from time to time, if that person is independent, will automatically also serve as a member of each of the Board’s Committees, although not necessarily as its Chairman.

Prohibition on insider trading, pledging or hedging

 

Our leadership structure separates our Chief Executive Officer and Chairman of the Board positions and makes the latter ourLead Independent Director. We believe this approach, which corporate governance experts generally view as the best practice, is useful and appropriate for a complex and global organization such as ours.

Director Orientation and Continuing Education

We provide Directors who join our Board with aninitial orientation about the Company, including our business operations, strategy, policies, code of ethics, sustainability, integrated reporting, and governance. We then provide all of our Directors withresources and on-going education opportunities to assist them in staying current about developments in corporate governance and critical issues relating to the operation of public company boards and their committees. We actively participate in various professional organizations, such as the NYSE Governance Council and the Business Ethics Leadership Alliance, that provide training opportunities and information about best practices in corporate governance and business ethics. Our Board also visits Company offices in different cities as part of its regularly scheduled Board meetings, and typically this includes sessions with management, staff and clients.

Annual Board Self-Assessments and Senior Management Assessments

Our Boardannually conducts a self-evaluation to determine whether it and its Committees are functioning effectively and how they might enhance their effectiveness. For years prior to 2014, the evaluations were conducted by surveying the Board members in writing (with anonymous responses submitted). As part of that process, (1) our Chairman of the Board also engaged in individual discussions with each Board member about his or her views and (2) the Chairman of our Compensation Committee solicited input from the Board members about the leadership by the Chairman of the Board. Additionally, our Board solicited input (also on an anonymous basis) from the members of senior management who regularly interacted with the Board in order to determine management’s view about how effectively the Board interacted with the Company and oversaw its

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strategies and execution. The Board members reviewed and discussed the responses to both of these surveys, and the Chairman provided senior management with responsive feedback.

For its 2014 self-assessment, the Board retained an independent third party to conduct confidential interviews of each Board member and certain members of senior management, and then discussed the results with the Board.

For its 2015 self-assessment, the Board reverted to the written survey approach. In the future, we anticipate that the Board will alternate between the written and the interview approaches.

Policy on Trading Stock; Policy Against Pledging or Hedging Stock

We have ainsider trading policy provides that all Directors, the Corporate Officers listed in this Proxy Statement,members of our GEB, selected senior leaders, and certain other designated individuals (1)members of their immediate families must pre-clear all trades in JLL stock with our General Counsel or Deputy General CounselChief Legal Officer, and (2)they, together with other designated employees, may not trade during designated“blackout “blackout periods” except (except under approved SEC Rule 10b5-1 trading plans.plans).

 

We also generally prohibitOur insider trading policy prohibits our Directors, employees, and Corporate Officerstheir immediate family members from engaging in short sales and transactions in derivatives of JLL stock, pledging JLL stock as collateral, and holding JLL stock in margin accounts. Our insider trading policy strongly discourages our Directors, employees, and their immediate family members from engaging in hedging or pledgingmonetization transactions involving our stock.

Board Meetings During 2015

The full Board of Directors heldfour in-person meetings and six telephonic meeting during 2015. Each Director who held such position during 2015 attended, in aggregate, at least 75% of all meetings (including teleconferences) of the Board and of any Committee on which such Director served. Our Non-Executive Directors meet in executive session without management participation during every in-person Board meeting.

Standing Board Committees

Our Board of Directors has a standingAudit Committee, Compensation Committee and Nominating and Governance Committee. The following table identifies:

The current members of each of the Committees, all of whom are independent Non-Executive Directors;

The Director who currently serves as the Chairman of each Committee; and

The number of meetings each Committee held during 2015.

Director Name	Audit Committee	Compensation Committee	Nominating and Governance Committee
Hugo Bagué	—	ü	ü
Samuel A. Di Piazza, Jr.	—	ü	ü
Dame DeAnne Julius	ü	—	ü
Ming Lu	—	Chairman	ü
Martin H. Nesbitt	ü	—	ü
Sheila A. Penrose	ü	ü	Chairman
Ann Marie Petach	ü	—	ü
Shailesh Rao	—	ü	ü
David B. Rickard	Chairman	—	ü
Number of Meetings During 2015 (Including teleconferences):	9	6	6

In order to get the benefit of their additional perspectives, we invite Non-Executive Directors who are not members of a given Committee to attend all meetings of each Committee, although they are not obligated to do so. We also provide them access to all Committee materials for their information.

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The Audit Committee

Messrs. Rickard (Chairman) and Nesbitt, Dame DeAnne and Ms. Penrose served as members of our Audit Committee during the entire year of 2015. Ms. Petach was appointed to the Audit Committee shortly after being elected to the Board of Directors at the 2015 Annual Meeting.

Under the terms of its Charter,the Audit Committee acts on behalf of the Board to monitor (1) the integrity of the Company’s financial statements, (2) the qualifications and independence of the Company’s independent registered public accounting firm, (3) the performance of the Company’s internal audit function and of its independent registered public accounting firm, and (4) compliance by the Company with certain legal and regulatory requirements. In fulfilling its responsibilities, the Audit Committee has the full authority of the Board to, among other things:

Appoint or replace the independent registered public accounting firm, which reports directly to the Audit Committee;

Maintain oversight of the Company’s internal audit function and appoint or replace the Company’s senior internal auditing executive, who reports directly to the Audit Committee;

Pre-approve all auditing services and permitted non-audit services to be performed for the Company by its independent registered public accounting firm;

Review with management and the independent registered public accounting firm the Company’s quarterly financial statements, including disclosures made in management’s discussion and analysis, prior to the filing of the Company’s Quarterly Reports on Form 10-Q;

Review with management and the independent registered public accounting firm the Company’s annual audited financial statements, including disclosures made in management’s discussion and analysis, prior to the filing of the Company’s Annual Report on Form 10-K;

Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies;

Discuss with management and the independent registered public accounting firm the Company’s internal controls, disclosure controls and procedures and any major issues as to the adequacy of those controls and procedures and any special steps adopted in light of any material control deficiencies;

Establish procedures for the treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

Discuss with management and advise the Board with respect to the Company’s policies and procedures regarding compliance with laws and regulations and with the Company’s Code of Business Ethics.

See also the report of the Audit Committee set forth in the section headed “Audit Committee Report.”

Our Board has determined that each of the members of our Audit Committee is “financially literate” and that at least one of the members has “accounting or related financial management expertise,” in each case as required by the NYSE. Our Board has also determined that at least one of the members of the Committee, Mr. Rickard, its Chairman, qualifies as an “audit committee financial expert” for purposes of the applicable SEC rule.

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The Compensation Committee

Messrs. Lu (Chairman), Bagué and Rao, Dame DeAnne, and Ms. Penrose served as members of the Compensation Committee during the entire year of 2015. Mr. Di Piazza was appointed to the Compensation Committee shortly after being elected to the Board of Directors at the 2015 Annual Meeting.

Under the terms of its Charter,the Compensation Committee acts on behalf of the Board to formulate, evaluate and approve the compensation of the Company’s executive officers and to oversee all compensation programs involving the use of the Company’s Common Stock. In fulfilling its responsibilities, the Compensation Committee has the full authority of the Board to, among other things:

Annually review and approve corporate objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine and certify his or her compensation levels based on such evaluation;

Annually review and approve the corporate objectives of the other executive officers of the Company who serve on its Global Executive Board, which is the most senior internal management committee including our Chief Executive Officer, Chief Financial Officer, and the leaders of our four principal business segments, certify performance against those goals and approve the compensation of such other executive officers;

Review and approve any employment contracts, deferred compensation plans, severance arrangements and other agreements (including any change in control provisions that are included) for officers of the Company who serve on its Global Executive Board and the overall programs under which any such arrangements may be offered to other employees of the Company;

Retain or terminate, as needed, and approve the fees and other retention terms for, compensation and benefits consultants and other outside consultants or advisors to provide advice to the Committee;

Discuss the results of the shareholder advisory vote on the compensation paid to our named executive officers;

Effectively align compensation opportunities with prudent risk taking and, where required, submit equity and other compensation matters to the Company’s shareholders for their approval;

Together with the Audit Committee, the Company’s Chief Financial Officer, Chief Human Resources Officer and, as appropriate, the other senior officers engaged in enterprise risk management, review the Company’s incentive compensation arrangements, considering the Company’s business objectives and an intention to promote appropriate practices and discourage excessive risk-taking. In support of the annual proxy disclosure, the Committee will review whether the Company’s compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company. The Committee will oversee preparation of any disclosure in respect of such risks required to be included in the Company’s annual proxy statement;

Review and recommend to the Board for approval the frequency with which the Company will conduct say-on-pay votes under the Dodd-Frank Act, taking into account the results of the most recent shareholder advisory vote on frequency of say-on-pay votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the say-on-pay vote and the frequency of the say-on-pay vote to be included in the Company’s proxy statement;

Adopt policies regarding the adjustment or recovery of incentive awards or payments if the relevant Company performance measures upon which such incentive awards or payments were based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment; and

Adopt policies regarding the ability of any employee or Board member, or any designee of such employee or Board member, to purchase financial instruments that are designed to hedge or offset any decreasedecreases in the market value of equity securities (1) grantedJLL stock, including “zero-cost collars” and “forward sale contracts,” and requires that such persons provide a justification for any such transaction and request pre-clearance from our Chief Legal Officer at least two weeks prior to the employee or Board member by the Company as part of the compensation of the employee or Board member, or (2) held, directly or indirectly, by the employee or Board member.

See also the report of the Compensation Committee set forth in the section headed “Compensation Committee Report.”any proposed transaction.

 

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Non-employee Director compensation

 

Compensation Committee Interlocks and Insider Participation. There are

no Compensation Committee interlocks or insider participation on the Compensation Committee. Certain executive officers attend meetings of the Compensation Committee in order to present information and answer questions of the members of the Compensation Committee.

Relationship Between Compensation Design and Risk-Taking. We periodicallyconsider whether our compensation policies may be reasonably expected to create incentives for our people to take risks that are likely to have a material adverse effect on either our short-term or longer-term financial results or operations. We continue to believe that they do not. We also have not identified historical situations whereHow we believe that ourdetermine Director compensation practices drove behaviors or actions that resulted in material adverse effects on our business or prospects.

Broadly speaking, we taketwo different approaches to compensating our people within the three regions that provide Real Estate Services:

Forpredominantly revenue producing positions (such as brokers), we provide minimal base salaries and then commissions or shares in annual incentive pools that directly relate to financial production results according to individual transactions; and

For positions that are(1) oriented more toward longer-term client relationship businesses (such as in our corporate outsourcing businesses), (2) leadership, operational or transaction management roles within business units, markets or teams rather than direct revenue-producing roles or (3) internal staff positions (such as in marketing or human resources), we provide base salaries and then shares in annual incentive pools that are determined from different combinations of overall corporate or business unit financial results, achievement of key performance indicators on individual client accounts, client survey results and achievement of individual performance goals.

In ourLaSalle Investment Management business, we use base salaries and annual incentive pools that relate to overall global performance of the business as well as the achievement of individual objectives relating to specific performance of investments, fund raising and other metrics and activities that support the success of the business. The long-term incentive plan for the senior leadership of the business relates primarily to the strength of cash-flow annuity income rather than incentive fees. Since incentive fees relate to the performance over longer periods of time of investments made for clients, they provide by themselves significant inherent alignment with client interests.

We believe these different approaches are appropriate to their respective circumstances and that they align well with both near-term and longer-term shareholder interests. Straight commissions are restricted to transactions that are completed and therefore do not have significant future risks of negative returns to the firm. Annual incentive pools and longer-term compensation are generally related to the satisfaction of clients and performance of the related business over time, and will be adversely impacted in the event of negative client experiences or relationships or losses to the business relating to unsuccessful strategy or execution.

In the case of our most highly-compensated Executive Officers, we discuss design and risk issues in more detail below as part of our Compensation Discussion and Analysis.

Where we use them, our restricted stock programs have vesting periods of up to three years, and therefore are designed to promote behaviors that are in the longer-term interests of our shareholders and stock price. We have also begun to require that certain restricted stock awards to our most highly compensated Executive Officers be retained for another twelve months even after they have fully vested.

The Nominating and Governance Committee

Ms. Penrose (Chairman), Dame DeAnne and Messrs. Bagué, Lu, Nesbitt, Rao, and Rickard served as members of the Nominating and Governance Committee during the entire year of 2015. Mr. Di Piazza and Ms. Petach were appointed to the Nominating and Governance Committee shortly after being elected to the Board of Directors at the 2015 Annual Meeting. As a policy matter, all of our Non-Executive Directors are automatically members of this Committee.

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Under the terms of its Charter,the Nominating and Governance Committee acts on behalf of the Board to (1) identify and recommend to the Board qualified candidates for Director nominees for each Annual Meeting of Shareholders and to fill vacancies on the Board occurring between such Annual Meetings, (2) recommend to the Board nominees for Directors to serve on each Committee of the Board, (3) develop and recommend to the Board the Corporate Governance Guidelines, and (4) lead the Board in its annual review of the Board’s performance. In fulfilling its duties, the Nominating and Governance Committee has the full authority of the Board to, among other things:

Adopt and periodically review the criteria for the selection of Directors and members of Board Committees and, when necessary, conduct searches for and otherwise assist in attracting highly qualified candidates to serve on the Board, including candidates recommended by shareholders;

Review the qualifications of new candidates for Board membership and the performance of incumbent Directors;

Periodically review the compensation paid to Non-Executive Directors for their services as members of the Board and its Committees and make recommendations to the Board for any appropriate adjustments;

Periodically review and bring to the attention of the Board current and emerging trends in corporate governance issues and how they may affect the business operations of the Company;

Periodically review the structure, size, composition and operation of the Board and each Committee of the Board and recommend Committee assignments to the Board, including rotation, re-assignment or removal of any Committee member; and

Oversee and periodically review the orientation program for new Directors and continuing education programs for existing Directors.

The Board’s Role in Enterprise Risk Oversight

Successful management of any organization’s enterprise risks is critical to its long-term sustainability.The Board and its Committees take active roles in overseeing management’s identification and mitigation of the Company’s enterprise risks. The Audit Committee focuses on the process by which management continuously identifies its enterprise risks and monitors the mitigation efforts that have been established. The Board focuses on substantive aspects of management’s evaluation of the Company’s enterprise risks and the efforts it is taking to avoid and mitigate them. Each of the Compensation Committee and the Nominating and Governance Committee also monitors and discusses with management those risks that are inherent in the matters that are within each such Committee’s purview.

As a standing agenda item for its quarterly meetings, the Audit Committee discusses with management the process that has been followed in order to establish an enterprise risk management report. This report reflects (1) the then current most significant enterprise risks that management believes the Company is facing, (2) the efforts management is taking to avoid or mitigate the identified risks, and (3) how the Company’s internal audit function proposes to align its activities with the identified risks. The management representatives who regularly attend the Audit Committee meetings and participate in the preparation of the report and the discussion include our (1) Chief Financial Officer, (2) General Counsel, and (3) Director of Internal Audit, each of whom is also a liaison to our Global Operating Board, which is the internal management group that is responsible for overseeing our enterprise risk management process. At the Audit Committee meetings, the Director of Internal Audit reviews with the Committee how the report has informed the decisions about what aspects of the Company that Internal Audit will review as part of its regular audit procedures, as well as how various programmatic activities by Internal Audit have been influenced by the conclusions drawn in the report.

The enterprise risk management report is provided to the full Board as a regular part of the materials for its quarterly meetings. At those meetings, the Board asks questions of management about the conclusions drawn in the enterprise risk management report and makes substantive comments and suggestions. Additionally, during the course of each year, the Audit Committee (or sometimes the full Board) meets directly on one or multiple occasions with the senior-most leaders of our critical corporate functions, including Finance, Accounting, Information Technology, Human Resources, Tax, Legal and Compliance, Professional Standards, Sustainability, and Insurance, to consider, among other topics, the enterprise risks those internal organizations face and how they are managing and addressing them. At each Board meeting, the Chairman of our Audit Committee reports to the full Board on the activities of the Audit Committee, including with respect to its oversight of the enterprise risk management process.

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As a regular part of its establishment of executive compensation, the Compensation Committee considers how the structuring of our compensation programs will affect risk-taking and the extent to which they will drive alignment with the long-term success of the enterprise and the interests of our shareholders. The Compensation Committee comments on this aspect of our compensation program in the “Compensation Discussion and Analysis” that is a part of this Proxy Statement.

In the normal course of its activities, our Nominating and Governance Committee reviews emerging best practices in corporate governance and stays abreast of changes in laws and regulations that affect the way we conduct our corporate governance, which represents another important aspect of overall enterprise risk management.

Moreover, as part of its consideration of our Annual Report to Shareholders, our Board reviews and comments on our Risk Factors section, which is another way in which it participates in the consideration of the significant enterprise risks the Company faces and how the Company attempts to manage them in an appropriate way.

Nominations Process for Directors

Identifying and Evaluating Nominees for Directors

The Nominating and Governance Committeeemploys a variety of methods to identify and evaluate nominees for Director. The Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Committee would consider various potential candidates for Director. Candidates may come to the attention of the Committee through then current Board members, Company executives, shareholders, professional search firms, or other persons. The Committee would evaluate candidates at regular or special meetings and may consider candidates at any point during the year depending upon the circumstances. As described below, the Committee would consider properly submitted shareholder nominations of candidates for election to the Board at an Annual Meeting. Following verification of the shareholder status of the persons proposing candidates, the Committee would aggregate and consider recommendations at a regularly scheduled meeting, which would generally be the first or second meeting prior to the issuance of a proxy statement for the subsequent Annual Meeting. If a shareholder provides any materials in connection with the nomination of a Director candidate, the materials would be forwarded to the Committee. The Committee would also review materials that professional search firms or other parties provide in connection with a nominee who is not proposed by a shareholder. If the Committee nominated a candidate proposed by a professional search firm, the Committee would expect to compensate such firm for its services, but the Board would not pay any compensation for suggestions of candidates from any other source.

Director Qualifications; Diversity Considerations; Director Tenure

 

Our Board has adopted aStatement of Qualifications of Members of the Board of Directors, which is available on our website andcontains the membership characteristics that apply to nominees to be recommended by the Nominating and Governance Committee. According to these characteristics, the Board should be composed of individuals who have demonstrated notable or significant achievements in business, education, or public service. In addition, the members of the Board should possess the acumen, education, and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives, and backgrounds to the deliberations of the Board. Importantly, the members of the Board must have the highest ethical standards, a strong sense of professionalism, and a dedication to serving the interests of all the shareholders, and they must be able to make themselves readily available to the Board in the fulfillment of their duties. All members of the Board must also satisfy all additional characteristics for Board membership that may be set forth in the Company’s Corporate Governance Guidelines. These characteristics set forth the particular attributes that the Committee considers when evaluating a candidate’s management and leadership experience, the skills, and diversity that a candidate would contribute to the Board and the candidate’s integrity and professionalism.

For a number of years, our Nominating and Governance Committee has maintained an internal list of the more specific experiences and attributes that it seeks to have cumulatively reflected on the Board. While we do not expect each Director to necessarily contribute all of the desired criteria, we do seek to have the criteria represented on the Board as deeply as possible in their totality. Accordingly, when we are searching for a new Director, we seek to fill any relative gaps in the overall criteria that we may have identified at the time.

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The desired Board composition criteria that the Committee has identified include, among others, the skills and qualifications described below:

In terms of the Committee’s goal to have a diverse Board, the Committee believes that diversity of background and perspective, combined with relevant professional experience, benefits the Company and its shareholders. The Committee believes that the overall composition of the current Board reflects the desired criteria we describe above as well as a significant level of diversity from a number of different and important perspectives.

The following table reflects the tenure of our 2016 director nominees. Our directors’ tenure is well-distributed to create a balanced Board, which contributes to a rich dialogue representing a range of perspectives.

Our Directors’ Tenure

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Shareholder Nominees

The Nominating and Governance Committeewill consider properly submitted nominations of candidates for membership on the Board as described above. Any shareholder nominations proposed for consideration by the Committee should include the nominee’s name and qualifications for Board membership and evidence of the consent of the proposed nominee to serve as a Director if elected. Nominations should be addressed to our Corporate Secretary at the address of our principal executive office set forth above. Shareholder nominations for individuals to be considered by the Nominating and Governance Committee as a director nominee for election at the 2017 Annual Meeting should be delivered to the Corporate Secretary at our principal executive office by no later than December 16, 2016.

Majority Voting for Directors

Our By-Laws provide that, except with respect to vacancies,each Director shall be elected by a vote of the majority of the votes cast with respect to the Director at any meeting for the election of Directors at which a quorum is present. If, however, at least fourteen days before the date we file our definitive Proxy Statement with the SEC, the number of nominees exceeds the number of Directors to be elected (aContested Election), the Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors. A majority of the votes cast means that the number of shares voted “for” a Director must exceed the number of votes cast “against” that Director (with abstentions and broker non-votes not counted as a vote cast either “for” or “against” that Director’s election).

In the event an incumbent Director fails to receive a majority of the votes cast in an election that is not a Contested Election, such incumbent Director must promptly tender his or her resignation to the Board. The Nominating and Governance Committee of the Board (or another Committee designated by the Board under the By-Laws) must make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board must act on the resignation, taking into account the Committee’s recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The Committee in making its recommendations, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The Director who tenders his or her resignation will not participate in the recommendation of the Committee or the decision of the Board with respect to his or her resignation. If such incumbent Director’s resignation is not accepted by the Board, the Director will continue to serve until the next Annual Meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

If an incumbent Director’s resignation is accepted by the Board, or if a non-incumbent nominee for Director is not elected, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board.

Calling for Special Shareholders’ Meetings

Our Articles of Incorporation and our By-Laws provide thatspecial meetings of our shareholders, for any purpose or purposes, may be called by any of (1) the Chairman of the Board of Directors, (2) the President, (3) the Board of Directors, or (4) the Corporate Secretary at the request in writing of shareholders owning at least thirty percent (30%) of the capital stock of the Company that are issued and outstanding and entitled to vote at the meeting.

Non-Executive Director Compensation

Under its Charter, our Nominating and Governance Committee is responsible for determining and recommending to the Board the overall compensation program for our Non-Executivenon-employee Directors.

We did not make any adjustments to our non-employee Director compensation program in 2023. We use acombination of cash and stock-based compensation for the members of our Board. The Committee seeksstock to provide compensation to our Non-Executivenon-employee Directors that is:

 

Sufficient to attract and retain the highest caliber individuals who meet the established criteria for Board membership;

Reflective of the demands placed on Board and Committee membership by a complex and geographically dispersed, global organization operating in highly competitive and dynamic markets; and

Commensurate with the compensation paid to directors at other firms under broadly similar circumstances.

•	Proxy Statement	P a g e|23 Aligned with the interests of our shareholders, in part by emphasizing equity compensation over cash;
•	Sufficient to attract and retain the highest caliber individuals who meet the established criteria for Board membership;
•	Reflective of the demands placed on Board and committee members by a complex and geographically dispersed, global organization operating in highly competitive and dynamic markets; and
•	Competitive based on compensation paid to directors at other firms under broadly similar circumstances.

TableWith the assistance of Contents

Annually,its external compensation consultant, the Compensation Committee gathers data on board compensation from various studiesfor the same companies in the peer groups that are published by independent non-profit organizations (for example, the National Association of Corporate Directors) and recruiting or compensation consulting firms (for example, SpencerStuart and Frederic W. Cook & Co., Inc.). For comparison purposes, the Committee then uses the studies and data that appear to be most relevant and most closely aligned with the Company’s own circumstances. The Committee gathers data for those companies that are also used as comparisons for executive compensation. (For more information on the compensation peer groups, see “How we make compensation decisions,” which begins on page 44.) The Compensation Committee believes it is appropriate to use the same peer groups for both executive and board compensation.

When reviewing these studies and data, the Compensation Committee seeks information regarding:

 

Board retainers;

Cash versus equity compensation;

Compensation for serving on committees and for chairing committees; and

Equity ownership guidelines and compensation for non-executive chairmen.

•	total mix of compensation;
•	board retainers and meeting fees;
•	compensation for serving on and for chairing committees;
•	equity ownership guidelines;
•	equity vehicles used and vesting schedules; and
•	compensation for Non-Executive Chairman.

 

Based upon an internal guideline,guidelines, and with the objective of bringing compensation generally in line with the median compensation offered at peer companies, the Compensation Committee then seeks to make any adjustment to the overall compensation program deemed necessary to satisfy the above criteria approximately every other year.

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

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Director compensation amounts for 2023

During 2023, the compensation for our non-employee Directors consisted of ourthree components as set forth below:

Annual cash retainer	•  Each Director — $100,000 •  Chairman of the Board — additional $60,000 Paid in quarterly installments
Annual grant of JLL stock	•  Each Director — Annual grant of JLL common stock valued at $185,000 •  Chairman of the Board — additional annual grant of common stock valued at $110,000 Paid annually after the annual shareholders meeting
Annual cash retainer for Committee Chair or Member	•  Audit and Risk Committee Chair — $25,000 •  Compensation Committee Chair — $25,000 •  Nominating, Governance and Sustainability Committee Chair — $15,000 •  Audit and Risk Committee member (other than chair) — $10,000 •  Compensation Committee member (other than chair) — $10,000 •  Nominating, Governance and Sustainability Committee member (other than chair) — $5,000 Paid annually in third quarter

As referenced above, the Chairman of the Board ourreceives an additional annual retainer in consideration of undertaking the responsibilities and time commitments associated with that position. To determine that compensation, the Compensation Committee meets in executive session, led bywithout the Chairman of our Compensationbeing present. In 2023, the Committee without our Chairman ofmade no change to the Board being present.Chairman’s compensation. The Committee determined that the Chairman’s compensation is consistent with the relevant peer group, and as it is more equity-oriented, it is aligned with shareholder interests.

 

We have established a “stewardship” approach to the compensation of our Non-Executive Directors whereby we do not pay individual meeting fees.Accordingly, from January 1, 2012 through the time of the 2016 Annual Meeting, each Non-Executive Director receives:

An annual cash retainer of$70,000, paid quarterly; and

An annual grant of restricted stock units in an amount equal to$120,000, with the number of restricted stock units based on the closing price of our Common Stock on the grant date, which is the day after the Annual Meeting. Subject to continued service on the Board, half of the restricted stock units vest on the 18 month anniversary of the date of grant and the other half vest on the third anniversary.

In addition to the above amounts:

TheChairman of the Audit Committee receives an annual retainer of $25,000;

TheChairman of the Compensation Committee receives an annual retainer of $25,000;

TheChairman of the Nominating and Governance Committee receives an annual retainer of $10,000;

Eachmember of the Audit Committee (other than the Chairman) receives an annual retainer of $5,000;

Eachmember of the Compensation Committee (other than the Chairman) receives an annual retainer of $5,000; and

Eachmember of the Nominating and Governance Committee (other than the Chairman) receives an annual retainer of $2,500.

The Nominating and Governance Committee has determined that,effective the day after the 2016 Annual Meeting the compensation for Non-Executive Directors will be as follows:

An annual cash retainer of$75,000, paid quarterly; and

An annual grant of restricted stock units in an amount equal to$140,000, with the number of restricted stock units based on the closing price of our Common Stock on the grant date, which is the day after the Annual Meeting. Subject to continued service on the Board, half of the restricted stock units vest on the 18 month anniversary of the date of grant and the other half vest on the third anniversary.

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In addition to the above amounts:

TheChairman of the Audit Committee will receive an annual retainer of $25,000 (no change);

TheChairman of the Compensation Committee will receive an annual retainer of $25,000 (no change);

TheChairman of the Nominating and Governance Committee will receive an annual retainer of $10,000 (no change);

Eachmember of the Audit Committee(other than the Chairman) will receive an annual retainer of $10,000;

Eachmember of the Compensation Committee (other than the Chairman) will receive an annual retainer of $10,000; and

Eachmember of the Nominating and Governance Committee (other than the Chairman) will receive an annual retainer of $5,000.

Restricted stock unit awards continue to vest according to their original schedules in the event of the death or disability of a Non-Executive Director. They become fully vested if the Non-Executive Director retires, is not re-nominated, or is not re-elected by the shareholders. If a Non-Executive Director resigns or is terminated for cause, he or she forfeits all remaining unvested awards.

fees, but JLL reimburses all Directors for reasonable travel, lodging and related expenses incurred in attending meetings.

We do not pay any Directors’ feesprovide perquisites to our non-employee Directors. Directors who are also officers or employees of JLL (currently Colin Dyer and Roger T. Staubach). We do not provide perquisites to our Non-Executive Directors.receive any additional compensation for serving on the Board.

 

We permit Non-ExecutiveNon-employee Directors tomay elect to receive and defer shares of our Common Stock in lieu of any or all of their cash retainers as JLL common stock, with the number of shares determined on a quarterly basis based on the closing price of our Common Stockcommon stock on the last trading day of eachthe immediately preceding quarter. Messrs. Bagué and Di Piazza and have each elected to receive all or part of their 2016 retainers in deferred stock rather than cash.

 

We also permit our Non-ExecutiveNon-employee Directors who are subject to United StatesU.S. income tax toalso may participate in the Deferred Compensation Plan (thePlan) that we have established for certain employees in the United States.U.S.-based employees. The Deferred Compensation Plan is a non-qualifiednonqualified deferred compensation program under which thethat enables eligible members of our Board mayparticipants to voluntarily elect to defer up to 100% of their cash retainers, and/orcommon stock grants, and restricted stock unit grants upon vesting. Elections are made on an annual basis and in compliance with Section 409A of the United States Internal Revenue Code.

 

The amounts of any compensation deferred under the Plan remain an asset of the Company and constitute an unsecured obligation of the Company to pay the participants in the future. As such, they are subject to the claims of other creditors in the event of the Company’s insolvency. Gains and losses on deferred amounts are credited based on the performance of (1) a hypothetical investment in a variety of mutual fund investment choices selected by the participants or (2) the Company’s stock price in the event of a deferral of restricted stock grants upon vesting. A participant’s account may or may not appreciate depending upon the performance of the hypothetical investment selections the participants make and/or the performance of the Company’s stock price. Participants must elect certain future distribution dates on which all or a portion of their accounts will be paid to them in cash, including in the case of a change in control of the Company. The Company does not make any contributions to the Plan beyond the amounts of compensation that participants themselves elect to defer.

Ms. Penrose has in the past deferred certain portions of her cash compensation into the Plan. Mr. Rickard has elected to defer certain shares of restricted stock into the Plan when they vest in the future.

Compensation for Our Chairman of the Board

As a Non-Executive Director who was elected to the position of Chairman of the Board effective January 1, 2005,Ms. Penrose receives an annual retainer in addition to the foregoing amounts in consideration of undertaking the responsibilities and time commitments associated with that position as the Board has established it. The Chairman’s annual retainer for 2016 is$140,000 in cash, payable quarterly.

Ms. Penrose is permitted to apply her Chairman’s retainer to the programs described above with respect to electing to receive shares in lieu of cash or to deferring amounts under the U.S. Deferred Compensation Plan.

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Non-ExecutiveNon-Employee Director Compensationcompensation for 20152023

 

The following table provides information about the compensation we paid to our current Non-ExecutiveNon-Employee Directors in respect offor their services during 2015:2023. Mr. Ulbrich does not receive compensation for his service on the Board.

Name	Fees Earned or Paid in Cash (1)	Stock Awards (2)	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-Qualified Deferred Compensation Earnings	All Other Compensation (3)	Total
Hugo Bagué	$0	$197,500	—	—	—	$4,268	$201,768
Samuel A. Di Piazza, Jr.	$0	$168,333				$289	$168,622
Dame DeAnne Julius	$82,500	$120,000	—	—	—	$2,218	$204,718
Ming Lu	$97,500	$120,000	—	—	—	$2,218	$219,718
Martin H. Nesbitt	$77,500	$120,000	—	—	—	$2,113	$199,613
Sheila A. Penrose	$105,000	$245,000	—	—	—	$16,369	$366,369
Ann Marie Petach	$48,333	$120,000	—	—	—	$201	$168,534
Shailesh Rao	$77,500	$120,000	—	—	—	$1,062	$198,562
David B. Rickard	$0	$217,500	—	—	—	$9,232	$226,732

 

Name		Fees Earned or Paid in Cash(1)		Stock Awards(2)		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total (2023)
Hugo Bagué		$108,750(3)		$185,000		—		—		—		—		$293,750
Matthew Carter, Jr.		$125,000		$185,000		—		—		—		—		$310,000
Samuel A. Di Piazza, Jr.(4)		$50,000		$0		—		—		—		—		$50,000
Tina Ju		$115,000		$185,000		—		—		—		—		$300,000
Bridget A. Macaskill		$115,000		$185,000		—		—		—		—		$300,000
Deborah H. McAneny		$136,250		$185,000		—		—		—		—		$321,250
Siddharth (Bobby) Mehta		$185,000		$295,000		—		—		—		—		$480,000
Moses Ojeisekhoba		$115,000		$185,000		—		—		—		—		$300,000
Jeetendra (Jeetu) I. Patel		$115,000		$185,000		—		—		—		—		$300,000
Ann Marie Petach		$121,250		$185,000		—		—		—		—		$306,250
Larry Quinlan		$123,750		$185,000		—		—		—		—		$308,750
Efrain Rivera		$115,000		$185,000		—		—		—		—		$300,000

 

(1)

The amounts in this column reflect the aggregate cash fees that each Director earned during 2015 in respect of2023, as his or her retainer for Board membership and all ChairmanChair and Committee retainers, to the extent applicable. We do not pay fees for attendance at individual meetings. If a Director elected to receive a portion of his or her cash payments in deferred shares instead, those amounts are reflected under the “Stock Awards” column.

(2)

The stock awards in this column reflect (i) the annual retainer of $120,000$185,000 in restrictedcommon stock units we granted to each Director and (ii)Director. Mr. Mehta received an additional equity award of JLL common stock for the electionChairman of any Directorthe Board equal to receive all or a portion$110,000. The amount of his or her cash retainers in deferred shares instead, as we describe above.

		issued was rounded to the nearest whole share. The amounts we report in this column reflect the grant date fair values of the stock awards we made to our Non-Executivenon-employee Directors during 2015.2023 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The aggregate number of stock awards outstanding at December 31, 2023, held by non-employee Directors consisted of the following restricted stock units: Mr. Bagué — 375; Mr. Carter — 375; Mr. Di Piazza — 0; Ms. Ju — 375; Ms. Macaskill — 375; Ms. McAneny — 375 Mr. Mehta — 375; Mr. Ojeisekhoba — 0; Mr. Patel — 375; Ms. Petach — 375; Mr. Quinlan — 0; and Mr. Rivera — 0.
(3)	Mr. Bagué’s cash fee was reduced by $6,250 in 2023 as an adjustment reflecting the early end of his term as Compensation Committee Chair in January 2023 for which he had previously been paid in advance through May 2023.
(4)	Mr. Di Piazza did not stand for reelection to the Board at the 2023 Annual Meeting. His compensation in 2023 reflects non-employee Director compensation earned for the period of time during which he served on the Board in 2023.

 

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(3)

In June of 2015 and in December of 2015, at the same time that the Company paid semi-annual cash dividends of $0.27 and $0.29, per share of its outstanding common stock, respectively, the Company also paid dividend equivalents of the same amounts on each outstanding restricted stock unit. The amounts shown in this column reflect the dividend equivalents that we paid on restricted stock units held by each of the Directors. The amounts also include dividends paid on shares that the Directors had received and deferred in lieu of cash, as we describe above, all of which dividends were reinvested in additional deferred shares.36

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Non-employee Director stock ownership

 

We do not provide perquisites toTo align the interests of our Non-Executive Directors.

Non-Executive Director Stock Ownership

Non-Executive Directors are subject to aBoard members with the interests of our shareholders, our Board has adopted stock ownership guideline whereby we expect that, at a minimum, byrequirements for non-employee Directors. By the thirdfifth anniversary of his or her first electionbeing elected to the Board, each Director shallmust have acquired and for(and must retain while serving as long as he or she remains a member of the Board will maintain ownership of, at least thelesser of (1) 5,000Director) shares of the Company’s Common Stock or (2) shares of the Company’s Common StockJLL common stock worth $300,000$500,000 based on the then most recent closing price thereof. All shares ofprice.

Shares underlying all unvested restricted stock units that have been granted to a Director, or whichshares that a Director has elected to take or defer in lieu of cash retainer compensation, orand shares that a Director has deferred under any deferred compensation plan count toward this requirement. As of March 28, 2024, each of our non-employee Directors who has served on the indicated minimum number of shares and dollar value. Each of our Non-Executive Directors currentlyBoard for five years or more exceeds the minimum stock ownership guideline.requirement.

 

As of March 14, 2016,28, 2024, when the price per share of our Common Stockcommon stock at the close of trading on the NYSE was $113.83,$195.09, our Non-Executivecurrent non-employee Directors had the following ownership interests in shares of our Common Stock:interests:

 

Name	Shares Directly Owned (#) (1)	Restricted Stock Units (#)	Stock Options (#)	Total (#)	Value at 3/14/16
Hugo Bagué	7,340	2,838	0	10,178	$1,158,562
Samuel A. Di Piazza, Jr.	411	693	0	1,104	$125,668
Dame DeAnne Julius	7,995	2,808	0	10,803	$1,229,706
Ming Lu	7,474	2,868	0	10,342	$1,177,230
Martin H. Nesbitt	3,653	2,808	0	6,461	$735,456
Sheila A. Penrose	49,727	2,808	0	52,535	$5,980,059
Ann Marie Petach	0	693	0	693	$78,884
Shailesh Rao	1,043	1,736	0	2,779	$316,334
David B. Rickard	20,437	2,808	0	23,245	$2,645,978

		Shares Directly Owned		Restricted				Value at
Name		(#)		Stock Units (#)		Total (#)		March 28, 2024
Hugo Bagué		24,461		375		24,836		$4,845,255
Matthew Carter, Jr.		5,931		375		6,306		$1,230,237
Tina Ju		4,697		375		5,072		$989,496
Bridget Macaskill		9,021		375		9,396		$1,833,065
Deborah H. McAneny		15,206		375		15,581		$3,039,697
Siddharth (Bobby) Mehta		7,006		375		7,381		$1,439,959
Moses Ojeisekhoba		3,057		—		3,057		$596,390
Jeetendra (Jeetu) Patel		5,394		375		5,769		$1,125,474
Ann Marie Petach		9,444		375		9,819		$1,915,588
Larry Quinlan		2,635		—		2,635		$514,062
Efrain Rivera		4,576		—		4,576		$892,731

 

(1)

Includes shares the Director has elected to take in lieu of cash and receipt of which has been deferred.

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Attendance by Members of the Board of Directors at the Annual Meeting of Shareholders

Our executive officers

 

We strongly encourage each memberwould like to introduce JLL’s current executive officers. These individuals were appointed by, and serve at the discretion of, our Board of Directors to attend each Annual Meeting of Shareholders.All of the members of our Board of Directors at the time were present at our previous Annual Meeting of Shareholders held on May 29, 2015.

Communicating with Our Board of Directors

Shareholders and interested parties may communicate directly with our Board of Directors. If you wish to do so, please send an e-mail toboardofdirectors@am.jll.com, which our Corporate Secretary will forward to all Directors. If you wish to communicate only with our Non-Executive Directors, or specifically withBoard. There are no family relationships among any Director individually (including our Chairman of the Board, who serves as the Lead Independent Director, or the Chairman of any of our Committees), please so note in your e-mail. Alternatively, you may send a communication by mail to any or all of our Directors or specifically to any or allexecutive officers. Information about Christian Ulbrich, our CEO and Chairman of our Non-Executive Directors, careGEB, is included above under “Our 2024 Director nominees” at page 23.

Members of JLL Global Executive Board

Laura Adams, 55, has been our Corporate Secretary atChief Human Resources Officer (CHRO) since July 2022. Previously, Ms. Adams served as the addressGlobal HR Lead for JLL’s Markets Advisory, Capital Markets and Work Dynamics segments. Ms. Adams joined JLL in 2005 following senior HR roles with Washington Mutual Bank and Diamond Technology Partners. She has extensive experience in aligning people programs to business strategy and driving large-scale complex change, and is a passionate advocate of our principal executive office,diversity, equity and our Corporate Secretary will forward it unopened to the intended recipient(s).inclusion.

 

Corporate Sustainability: Building a Better TomorrowRichard W. Bloxam, 52, has been our Chief Executive Officer, Capital Markets since 2017, and he has additional oversight for Valuation Advisory and Research. Mr. Bloxam was formerly the head of Capital Markets for JLL in EMEA for six years, and before that he served in various positions of increasing responsibility for JLL’s Capital Markets business in EMEA.

 

UnderKaren Brennan, 46, has been our Chief Financial Officer (CFO) since 2020. Previously, Ms. Brennan spent more than 20 years with LaSalle, most recently as Chief Executive Officer of LaSalle’s operations in Europe based in the new program nameUnited Kingdom, and prior to that she held positions of “Building a Better Tomorrow,”weencourageincreasing responsibility in real estate investment management in the United States, Singapore and promoteHong Kong.

Yishai Lerner, 49, has been Co-CEO of JLL Technologies, our technology business, since 2019 and Co-CEO of Spark, our Proptech venture fund, since 2017. Mr. Lerner, along with Mr. Shah, co-founded Mob.ly, which built several category-leading location-based mobile applications, where he was CTO until Mob.ly was sold to Groupon in 2010. At Groupon, where he stayed until 2013, Mr. Lerner became acting global engineering SVP and CTO. Previously, he was also the principles of corporate sustainability everywhere we operatefirst employee at numerous mobile startups after an early career building artificial intelligence for video games at Activision Studios. Mr. Lerner has angel invested and advised many startups including Uber and Boom Supersonic since 2009.

Neil Murray, seeking49, has been Chief Executive Officer for our Work Dynamics (previously referred to promote the long-term successas Corporate Solutions) business and Chairman of our organizationGlobal Work Dynamics Board since 2019. He joined JLL as EMEA CEO, Corporate Solutions in 2017. Before joining JLL, Mr. Murray was CEO of Corporate Services and Region Chair for the benefitUK and Ireland for Sodexo, Inc., where he served in various positions of increasing responsibility from 2009.

Andy Poppink, 50, is Chief Executive Officer, Markets Advisory. Prior to assuming that role in July 2023, Mr. Poppink was the Chief Executive Officer of our shareholders, clients,EMEA Markets Advisory business segment beginning in January 2021, after serving as the leader of JLL’s US western region, overseeing Northern California, Pacific Northwest, Southwest and employeesRocky Mountain regions.

Mihir Shah, 49, has been Co-CEO of JLL Technologies, our technology business, since 2019 and Co-CEO of Spark, our Proptech venture fund, since 2017. Mr. Shah, along with Mr. Lerner, co-founded Mob.ly, which built several category-leading location-based mobile applications, where he was CEO until Mob.ly was sold to improve the communities and environmentGroupon in which our people work and live. We design our corporate policies to reflect the highest standards of corporate governance and transparency, and we hold ourselves responsible for our social, environmental, and economic performance. These priorities guide the interactions we have with our shareholders, clients, employees, regulators, and vendors,2010. Mr. Shah was a senior executive at Groupon, where he stayed until 2014. Previously, he was also a product leader at Yahoo!, as well as with all others with whom we come into contact. We pursue our visionan early employee at several startups. Mr. Shah has angel invested and advised many startups including Uber and Boom Supersonic since 2009.

Other JLL Section 16 Executive Officers

Benjamin Hawke, 39, was appointed to lead the transformationrole of Chief Accounting Officer in March 2022. He most recently served as JLL’s Assistant Global Controller and, prior to that, in various positions of increasing responsibility within JLL’s global finance function since joining JLL in January 2016. Before JLL, Mr. Hawke served in various finance roles at CNA Insurance for four years and in the real estate industry by making a positive impact both in and beyond our business. We also work to foster an environment that values the richness of our differences and reflects the diverse world in which we live and work. By cultivating a dynamic mix of people and ideas, we enrich our Company’s performance, the communities in which we operate, and the lives of our employees. We seek to recruit a diverse workforce, develop and promote exceptional talent from diverse backgrounds and embrace the varied experiences of all our employees.audit practice at Ernst & Young LLP for four years.

 

OurSustainability Report is available at www.jll.com/sustainabilityAlan K. Tse. Our latest report documents the Company’s achievements, 52, has been our Chief Legal Officer and challenges within both our servicesCorporate Secretary since 2018, and operations. We take this seriouslyhas responsibility for Compliance, Internal Audit, and are on a journeyRisk. Before joining JLL, Mr. Tse was Senior Vice President, General Counsel and Corporate Secretary of Petco Animal Supplies, Inc., from 2016 to embed sustainability deeply into our business. The report demonstrates how our approach aligns with our clients, adds value for shareholders2018, and benefits our workforceExecutive Vice President, General Counsel and the wider community. We support five key sustainability focus areas: energy and resources; green buildings; client service excellence; community and supply chain; and workplace well-being and diversity. We use as guidance for our reporting the standards established by the CDP (formerly the Carbon Disclosure Project), the Global Reporting Initiative G4 and the International Integrated Reporting Council.Corporate Secretary of Churchill Downs Incorporated from 2011 to 2016.

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Executive
Compensation

Proposal 2 - Advisory approval of executive compensation	Proxy Statement40	P a g e|27
Compensation discussion and analysis	41
Executive summary	42
How we make compensation decisions	44
Competitive assessment	45
2023 Base salary decisions	47
2023 Annual Incentive Plan	48
2023 GEB Long-Term Incentive Plan	51
Severance arrangements for NEOs	53
Additional information	54
Compensation Committee report	56
Executive compensation tables	57
2023 Summary Compensation Table	57
Grants of plan-based awards for 2023	59
2023 outstanding equity awards at fiscal year-end	60
Option exercises and stock vested during 2023	61
Retirement benefits	61
Termination and change in control payments	61
Chief Executive Officer pay ratio disclosure	67
Pay versus performance	67
Proposal 3 - Approval of the Third Amended and Restated 2019 Stock Award and Incentive Plan	70

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Back to ContentsEXECUTIVE COMPENSATION

Proposal 2 - Advisory approval of executive compensation

 

As we do every year, we are asking our shareholders to approve, on an advisory basis, the compensation of our Named Executive Officers for 2023, as described in this Executive Compensation Discussion and Analysissection.

 

ThisAs fully described in the Compensation Discussion and Analysis (CD&A)&A), our Board believes our executive compensation program has enabled us to retain top-quality executives who have been appropriately motivated to act in the best interests of our shareholders, clients, staff, and other stakeholders. We believe we have an executive compensation program that encompasses best practices in compensation and appropriately incentivizes strong operational and financial performance in both the current year and over the long term, thereby aligning the interests of our executives with the interests of our shareholders.

Accordingly, our Board requests that you vote to approve the following resolution:

RESOLVED, that the shareholders of Jones Lang LaSalle Incorporated approve, on an advisory basis, the compensation of its Named Executive Officers, as disclosed in JLL’s Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and any related information.

While this vote is not binding on JLL, it will provide valuable information to our Compensation Committee and management regarding investor sentiment related to our executive compensation as we move forward.

The Board recommends you vote FOR the advisory say-on-pay vote approving JLL’s executive compensation.

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Compensation discussion and analysis

This CD&A describes our executive compensation philosophy and program, inas well as the context of thespecific compensation paid during the last fiscal year to our most highly compensated Executive Officers. They comprise our Global Executive Board (the five executives listed below (our GEB) for 2015, and we refer to them in this Proxy Statement as ourNamed Executive Officers, or NEOs). Our Named Executive Officers, who served inAs part of their roles for allduties, these officers were also members of 2015, are as follows:our GEB during 2023.

 

Name		Title
Colin DyerChristian Ulbrich		Chief Executive Officer and President
Karen Brennan
Christie B. Kelly	Chief Financial Officer
Yishai Lerner		Co-CEO, JLL Technologies
Alastair HughesNeil Murray		Chief Executive Officer, Asia PacificWork Dynamics
Mihir Shah
Jeff A. Jacobson	Chief Executive Officer, LaSalle Investment Management
Gregory P. O’Brien	Chief Executive Officer, Americas
Christian Ulbrich	Chief Executive Officer, Europe, Middle East, and AfricaCo-CEO, JLL Technologies

 

Our CD&A is organized into five sections:

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Executive summary

 

Executive Summary

What We Pay and Why: The Elements

Principles of Executive Compensation

Compensation Committee Report

Executive Compensation Tables

Additional Information

our executive compensation program

 

Executive SummaryCompensation aligns with shareholders’ interests. A significant portion of our executives’ realized compensation aligns directly with the long-term interests of our shareholders, and our executives share with them in the performance of our stock.

 

Pay for Performance AnalysisThere is a strong link between pay and performance. A significant portion of our executives’ compensation is at risk and aligned with achievement of our financial and long-term strategic goals.

 

Compensation incentivizes behaviors that drive business. Our incentive compensation plans incorporate relevant metrics and targets to drive the behaviors necessary to accomplish our short-term and long-term goals.

There is an appropriate balance between short-term and long-term compensation elements. We allocate compensation to fixed and variable pay with an appropriate mix of short-term and long-term pay elements.

We uphold strong corporate governance practices and avoid incentives that may create excessive risk. Our compensation plans include specific policies and practices that mitigate risk and are designed to further align executive compensation with long-term shareholder interests.

The compensation program is easy to understand. Our compensation program is straightforward and easy to communicate.

Pay for performance

How We Align Paywe align pay with Company Performanceperformance

 

We are committed to aligning the compensation of our executives with our financial and operational performance. Our Compensation Committee (referred to as theCommittee,we orus for purposes of this CD&A) oversees the Company’sJLL’s executive compensation program. The Committeeprogram and designs the executive compensationthat program to motivate the Named Executive OfficersNEOs to increase shareholder value. Our program seeks to drive the achievement of both the short- and long-term financial and strategic goals that management establishes with the Board, of Directors, all without encouraging excessive risk-taking. We believe that the program has served to alignaligns compensation with performance with a clear and direct approach.

Elements of executive compensation

We have three elements of total direct compensation: base salary, annual incentive plan (AIP), and long-term incentive plan (LTIP). We design our compensation program to incentivize our NEOs to drive both annual and long-term performance. As illustrated in athe charts below, based on target performance last year, 93% of the total direct compensation was performance-based for the CEO and appropriate way.90% of the total direct compensation (on average) was performance-based for the other NEOs. The variable compensation mix for the CEO at target was 22% AIP and 71% LTIP. The variable compensation mix at target for the remainder of the other NEOs was 36% AIP and 54% LTIP.

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Summary of executive compensation practices

We continually evaluate our compensation programs to ensure we are upholding best practices in executive compensation. Below is a summary of what we do and do not do, the combination of which we believe aligns with the long-term interests of our shareholders.

	PWhat we do			What we don’t do
		Align pay for performance			No personal perquisites of any significance
		Build in flexibility to address the financial results of an inherently cyclical business			No excise tax gross-ups upon change in control
		Maintain a g e|28 mix of short- and long-term compensation elements
		Include double-trigger change in control provisions for LTIP stock awards
		Design compensation programs to mitigate undue risk
		Maintain stock ownership guidelines
		Prohibit hedging or pledging of JLL stock and short-sales
		Utilize an independent compensation consulting firm
		Clawback of certain incentives in the event of a subsequent restatement of financial statements

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Say on pay advisory vote

 

2015 PerformanceWe currently provide shareholders with an annual advisory vote to approve our executive compensation program.

 

JLL delivered overall excellent performance for 2015. The Company’s full-year 2015fee revenue reached a record $5.2 billion, a 17% increase over 2014, led primarily by a 26% increase in Project & Development Services, a 25% increase in Capital Markets & Hotels, and a 16% increase in LaSalle. Fee revenue growthOur current executive compensation program was not only broad-based by service line, but also geographically, with double-digit year-over-year percentage growth in all four business segments.

Each of JLL’s three Real Estate Services operating segments contributed to the results by increasing both its revenue and its operating income over the prior year, in each case in local currency:

Fee revenue for the Americas was $2.4 billion, an increase of 16% from 2014.Revenue growth was broad-based as all service lines produced year-over-year increases greater than 10%. The primary revenue growth drivers for the segment in 2015 were Capital Markets & Hotels, up 25%, Project & Development Services, up 20%, and Leasing, up 14%, as compared to 2014. Operating income was $251.1 million for 2015, compared with $219.4 million in 2014, up 19%.

EMEA’s full-year fee revenue was $1.4 billion, an increase of 20% from 2014.Revenue growth was driven by Capital Markets & Hotels, up 29%, and Project & Development Services, up 38%, as compared to 2014. Growthfirst highlighted in the regionproxy statement for our annual meeting of shareholders held in 2018. Since then, the year overall was broad-based, led by the U.K., Germany, France,core structure and the Middle East and North Africa. Operating income was $145.5 million for 2015, compared with $120.8 million for 2014, up 38%. Adjusted EBITDA was $172.7 million for 2015, compared with $144.6 million in 2014, up 36%.

Asia Pacific fee revenue grew to $969 million in 2015, an increase of 17% from 2014. Revenue growth was driven by Project & Development Services, up 25%, Property & Facility Management, up 17%, and Leasing, up 13%, as compared to 2014. Growth in the region for the year was led by Japan and India. Operating income was $87.2 million for 2015, compared with $84.2 million for 2014, up 18%. Adjusted EBITDA was $102.7 million for 2015, compared with $97.5 million for 2014, up 19%.

LaSalle, our investment management business that constitutes our fourth operating segment, posted total revenue for 2015 of $467 million, up 20% in local currency from 2014. Advisory fees were $242.9 million for 2015, up 10% from 2014. Also included in LaSalle’s total segment revenue were incentive fees of $123.5 million, driven by mature funds primarily in Asia Pacific and Europe taking advantage of the capital markets environment to liquidate real estate holdings near the end of their stated investment periods. LaSalle’s equity earnings for 2015 were $70.1 million, a 50% increase as compared to 2014, driven by gains recognized from dispositions of legacy investments and from increases in asset values of investments. Operating income was $157.6 million for 2015, compared with $132.0 million for 2014, up 27%. In 2015, LaSalle's capital raising momentum continued with $5.0 billion in new equity commitments. Assets under management were $56.4 billion as of December 31, 2015, compared with $53.6 billion as of December 31, 2014.

In 2015, we completed20 new acquisitions that expanded our capabilities in ten different countries. Wemaintained our balance sheet for growth, reflecting the Company’s strong cash generation. We also improved ourour investment grade credit rating to BBB+ (stable outlook) with S&P and to Baa2 (positive outlook) with Moody’s.

Also during 2015, JLL continued towin numerous awards that reflected the quality of the services it provides to our clients, the integrity of its people and its desirability as a place to work, including awards recognizing its (1) superior service to clients, (2) ethics program and corporate governance, (3) outsourcing capabilities, (4) consultancy capabilities, (5) “best place to work” environment and (6) environmental and energy management work for clients.

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The following table illustrates thethree-year relationship between company performance and the compensationelements of our President and Chief Executive Officer. We selected earnings per share and adjusted net income because of their high correlation with creating shareholder value.

(1) Adjusted net income, as applied by the Committee in the determination of the compensation of Named Executive Officers, represents net income attributable to common shareholders excluding certain significant restructuring and acquisition charges, at its discretion.

(2) Represents total direct compensation earned for year indicated, which will be different from the Summary Compensation Table for certain timing reasons indicated in the notes to the Table.

Return to Shareholders

Total shareholder return (TSR) for 2015, including the reinvestment of dividends, was 7.0%. JLL has consistently delivered value to shareholders over the past five years, with an annualized return of 17.3% versus an S&P 500 return of 10.3%, both with the reinvestment of dividends.A $1,000 investment in JLL’s common stock on December 31, 2010 wouldprogram have grown more than a similar investment in the S&P 500 index, in each case with the reinvestment of dividends.

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Highlights of Compensation Committee Actions

The Summary Compensation Table indicates the specific amounts we paid to the Named Executive Officers in respect of their 2015 performance. Highlights from the decisions the Committee made include the following:

Base Salaries

We increased base salaries for three of our Named Executive Officers. Messrs.Jacobson, O’Brien and Ulbrich had anincrease in base salary to USD $400,000. This is the first increase in base salaries in six years and was based on external benchmarking.

Annual Incentives

Global EBITDA, LaSalle Operating Income, Americas Operating Income, and EMEA Operating Income were all above target, while Asia Pacific Operating Income was below target.The Committee awarded $25.3 million in total for the Annual Incentive Plan.The awards were 114% of funding target and we delivered them in cash.

Long-Term Incentives

•

Performance on EBITDA, Relative TSR and the 2020 measures were all at or above target.The Committee awarded $9.6 million in total under the GEB’s Long-Term Incentive Plan(GEB LTIP). The awards were 103% of funding target. With the exception of Mr. Jacobson, we issued the awards in time-vested restricted stock units (RSUs), which vest ratably over 3 years. Mr. Jacobson’s award under the GEB LTIP was deferred and notionally invested in LaSalle’s total assets under management in order to align his compensation with the investment performance that LaSalle produces for its clients. In addition to the GEB LTIP, Mr. Jacobson also received an award of $1,159,000 for the LaSalle Long-Term Incentive Plan (LaSalle LTIP).

Say-on-Pay Results

For our annual advisory “say-on-pay” shareholder vote held in May 2015,98.7% of votes cast on the specific matter (and 91.3% of the total votes cast at the meeting) approved our compensation program for Named Executive Officers. We evaluated the results of the 2015 “say-on-pay” votebeen discussed as part of the annual overall assessmentour regular ongoing investor engagement process, where we have consistently received positive feedback overall. Further discussion of our compensation program for our Named Executive Officers. Noting the support from shareholders for our program, we determined that it continues to (1) satisfy our objectives and (2) remain consistent with the compensation philosophy we discuss in more detail below.

How We Make Compensation Decisions

Risk Considerations

We structure compensation for our Named Executive Officers in order tominimize the possibility that it will provide an incentive to take risks that could have a material adverse effect on financial results or operations. We have incorporated into our executive compensation program mechanisms that would reduceis included in our proxy statements for our annual meetings of shareholders.

At our annual meeting of shareholders held in 2023, approximately 86% of the votes cast were in favor of our executive compensation program. The Compensation Committee evaluated this most recent say-on-pay result in evaluating our executive compensation program. The Compensation Committee also assessed the event that overly-risky strategies resultedinteraction of our compensation programs with our business objectives, reviewed peer data and received input from Exequity LLP (Exequity), the Compensation Committee’s independent compensation consultant, as well as from a number of our shareholders. Based upon this assessment, our executive compensation program remained consistent in diminished financial performance.structure in 2023.

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How we make compensation decisions

 

Since base salary changes infrequently and because it is relatively small compared to the other elements, we do not believe it encourages risk taking. We therefore show in the exhibit below the mechanisms we use to manage risk incentives under our annual and long-term incentive plans.

Role of the Compensation Committee

 

The Compensation Committee, which consists entirely of independent Directors, recognizes the importance of developing and maintaining sound principles and practices to govern the Company’s executive compensation program.governing GEB compensation. Through a disciplined evaluation process, we seek to establish a strong link between (1) executive compensation and (2) achievement of EBITDA, business unit operating income,performance, in both our short-term and other long-term strategic objectives, which are designed to drive shareholder value. To carry out itsvalue. In accordance with their responsibilities, the Compensation Committee:

 

Retains, and regularly consults, anindependent compensation consultant to advise on design, structure and market competitiveness;

•	Retains and regularly confers with independent compensation consultants to advise on the design, structure, and market competitiveness of our compensation programs;
•	Reviews market compensation data to compare our executive compensation to other similarly-situated companies and to study how such companies use compensation to promote desired business outcomes and attract and retain executive talent; and
•	Considers other relevant matters, including internal equity, consistency, and accounting requirements, when determining compensation elements.

 

Reviews

market compensation data in order to compare (1) our executive compensation to what other similarly situated companies pay and (2) how such companies use compensation to meet desired business outcomes and attract and retain executive talent;

Takes into consideration the amounts that each of our Named Executive Officers would receive or forfeit under differenttermination scenarios;

Takes into considerationother relevant matters, including internal equity, consistency, tax deductibility, and accounting requirements; and

Approvesperformance goals and reviews the extent to which they have been achieved at the end of each applicable period.

Role of our Chief Executive Officer

 

Our Chief Executive Officer, Colin Dyer,CEO, Mr. Ulbrich, makesannual recommendations to the Compensation Committee for the compensation of the Named Executive Officers other than himself. To do this, Mr. Dyer:

Reviews base salaries, annual incentives, long-term incentives, equity awards, andtarget total direct compensation;

Based on a thorough review, evaluates in his judgmentcompensation and the performance of each of the other Named Executive Officers based on the goals and compensation plans we established at the beginning of the year;

Comments on the quality of the interaction and contributions of the other Named Executive Officers as members of the GEB; and

Compares the performanceappropriate “Leadership Multiplier” (defined below under “2023 Annual Incentive Plan - The Leadership Multiplier”) for each of the other Named Executive Officers on a relative basis, taking into account the different market, geographical and cultural dynamics and challenges of each of their respective business segments.

NEOs. To do this, Mr. Ulbrich:

•	Proxy Statement	P a g e|32 Reviews external market data as well as internal equity comparisons to recommend targets;
•	Evaluates in his judgment the performance of each of the other NEOs based on the goals and business objectives established at the beginning of the year;
•	Considers the quality of the interaction and contributions of the other NEOs as members of the GEB; and
•	Compares the performance of each of the other NEOs on a relative basis, considering the different market, geographical, and cultural dynamics and challenges of each of their respective business segments.

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The Compensation Committee reviews these evaluations and recommendations discusses them with Mr. Dyer and ultimately approves or amends Mr. Dyer’s recommendations in its discretion.Ulbrich before determining the compensation to approve.

 

The CommitteeMr. Ulbrich also receives aself-assessmentprovides an assessment of the Chief Executive Officer’shis own performance during the previous year relative to his performance objectives. The Compensation Committee nextthen meets in one or more private executive sessions without Mr. Dyer beingUlbrich present in order to develop its own conclusions about Mr. Dyer’s performance. In its discretion, the Committee then determines the Chief Executive Officer’s IPMP score.his performance and to determine his Leadership Multiplier.

 

Internal Compensation Resourcescompensation resources

 

The Company’sJLL’s Global Human Resources staff helps prepare the information the Compensation Committee needs to carry out its oversight responsibilities. The Company usesresponsibilities, using internal compensation expertise and data available from publicly available sources and professional compensation consulting firms to compile comparative market compensation data and present individualrelevant compensation modeling.analyses.

 

Role of Independent Compensation Consultantindependent compensation consultant

 

The Compensation Committee has theauthority to retain, as needed, any independent counsel, compensation and benefits consultants, and other outside experts or advisors asadvisors. In 2023, the Compensation Committee believes necessary or appropriate. In 2015, the Committee used each of Sibson Consulting (Sibson) andretained Exequity LLP (Exequity) as its independent outside compensation consultant to advise the Committeeprovide advice on matters related to the compensation of the Named Executive Officers. Exequity will be the sole consultant for 2016.NEOs. The Compensation Committee has assessed theExequity’s independence of both Sibson and Exequity in light of SEC Rulesrules and NYSE Listing Standards,listing standards and has determined that each of Sibson and Exequity is independent under those rules and standards. The Committee also assessedindependent. Exequity does not advise management or receive any potential conflicts of interest arising out of each consultant’scompensation from JLL other than in connection with its work on behalf offor the Committee, and has concluded thatCompensation Committee. Accordingly, the work performed by each of Sibson and Exequity does not raise any conflicts of interest.

 

TheDuring 2023, the Compensation Committee determines the scope of services for any compensation consultant it utilizes. In 2015, each of the designated compensation consultants advised the Committee on matters related to the compensation of the Named Executive Officers. Neither compensation consultant advised management of the Company nor received any compensation from the Company other than in connection with its consulting work for the Committee. The Committee requested Sibson and Exequity to:

 

Review andcomment on the agenda and supporting materials in advance of Committee meetings;

•	Review and comment on the agendas and supporting materials in advance of Compensation Committee meetings;
•	Review and comment on major compensation matters that management proposes, including comparative data and plan design recommendations;
•	Review the compensation matters disclosed in this Proxy Statement;
•	Provide advice on best practices for Board governance of executive compensation, current executive compensation trends, and regulatory updates; and
•	Undertake special projects or provide certain other advice.

 

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comment on major compensation mattersRisk considerations that management proposes, including with respect to comparative data and plan design recommendations;

Review the compensation matters disclosed in the Company’sproxy statements;

Advise the Committee on best practices for Board governance over executive compensation, current executive compensation trends and regulatory updates; and

Undertakespecial projects or provide such other advice as the Chair of the Committee may request.

 

Competitive Assessment

The primary wayOn an annual basis, wedevelop total consider whether our GEB compensation opportunities for each Named Executive Officer is basedpolicies may be reasonably expected to incentivize employees to take risks that are reasonably likely to have a materially adverse effect on either our short-term or longer-term financial results or operations. We continue to believe that our policies do not incentivize undue risk. Additionally, we have not identified historical situations where we believe our compensation practices drove behaviors or actions that resulted in materially adverse effects on our own historical corporate performance and future objectives. Therefore, we do not rigidly set (or strictly “benchmark”) our compensation levels based on specified percentiles of comparative market data.business or prospects.

 

However,The table below identifies the mechanisms we alsouse to manage risk incentives under our Annual Incentive Plan and Long-Term Incentive Plan.

Risk Mitigation Factors

Competitive assessment

We recognize that our compensation practices must be competitive within the broader markets where we compete. As we strive to maintain our leadership position within the global real estate services, property technology and investment management industries, it is critical that we attract, retain and motivate the executives who will be best ablecan help us continue to deliver on the commitments we make to our clients and shareholders. Therefore, each year the Compensation Committee compares our compensation program to those of other companies, which we call ourMarket References, that we consider: (1) our direct competitors; (2) companies that operate within the broader commercial real estate business, including real estate investment trusts; and (3) companies that operate within the business services and financial services sectors.relevant companies.

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Given the diverse nature of our Company’s businesses, which combine real estate expertise with business services, we createhave historically compared ourselves to two Market References to reflect these two different business aspects: (1)peer groups: one consisting of real estate-oriented firms, and (2)the other consisting of business services firms. We also target firms that areIn 2021, in an effort to obtain more robust competitive pay information, we sought to increase the size of our peer group. In identifying companies to add to the previous group, the selection criteria for new peers included comparable size (companies similar in size byboth in terms of revenue and market capitalization), a rangelarge employee count, and a significant international footprint. In reviewing the data from this more robust peer group for the purpose of one-half to no more than three times our own revenue. We do not use market capitalizationevaluating 2023 compensation, the Committee looked at the information for all peers as a primary selection factor since our Company’sgroup, rather than separating out real estate and business model is not asset-intensive like that of aservices firms. For 2023, the Committee opted to remove several real estate investment trust (REIT), but we nevertheless thinkcompanies, as the Committee determined them to be relatively small as measured by annual revenue and their businesses to be dissimilar to that REITs provide useful compensation comparisons since we regularly compete with them for similar kinds of talent.JLL.

 

Managementannually reviews the composition of the Market References. Thepeer groups, and the Compensation Committee then independently considers and approves the Market Reference lists to which we refer for compensation comparison purposes.peer group list. Each year, management recommends to the Committee changes that will keep the Market Referencepeer groups as meaningful as possible. We indicate below the Market Reference companies we selected for 2015:

 

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The table below shows the peer groups that were used in 2023 and 2022:

 

Relative to the companies we used in last year’s Proxy Statement, for 2015 we eliminated Alliance Bernstein due to organization size and structure and First Service because their public disclosure lacked enough meaningful data for us to make helpful comparisons. We show below themedian revenue and market capitalization data for the two separate Market Reference groups set forth above, and compare them to our Company’s own metrics. We used 2014 results since those were associated with the compensation reported in last year’s Proxy Statement from other companies that we used.

Company		2023 Peer Group		2022 Peer Group
AECOM		X		X
Aon plc		X		X
Boston Properties, Inc.				X
CACI International Inc.		X		X
CBRE Group, Inc.		X		X
CGI Group Inc.		X		X
Cognizant Technology Solutions Corporation		X		X
Cushman & Wakefield plc		X		X
Duke Realty Corporation				X
DXC Technology Company		X		X
EMCOR Group, Inc.		X		X
Equifax Inc.		X		X
Fidelity National Information Services, Inc.		X		X
Fluor Corporation		X		X
Host Hotels & Resorts, Inc.				X
Invesco Ltd.		X		X
Jacobs Engineering Group Inc.		X		X
Leidos Holdings, Inc.		X		X
ManpowerGroup Inc.		X		X
Marsh & McLennan Companies, Inc.		X		X
Prologis Inc.		X		X
Raymond James Financial Inc.		X		X
Robert Half International Inc.		X		X
SL Green Realty Corp.				X
T. Rowe Price Group, Inc.		X		X
Vornado Realty Trust				X
Willis Towers Watson Public Limited Company		X		X

 

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We believe that the peer group and other external benchmark data relating to the JLL Chief Executive Officer,CEO, JLL Chief Financial Officer,CFO and LaSalle Chief Executive OfficerCEO, Work Dynamics positions correlate to publicly available data.data. For the JLL Chief Executive Officer and JLL Chief Financial Officer,those positions, the external reference is the set of Market Referencepeer group companies above, for which data are available through their respective proxy statements. For the LaSalle comparison, we referred to the 2014 McLagan Real Estate Investment survey, where we used a custom peer group that is matched to LaSalle’s assets under management. For the above three roles, our actual total direct compensation fell within our internal competitive range (plus or minus 15% of median).

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For theremaining three roles (Chief Executive Officer Co-CEOs of eachJLL Technologies, because of the Americas, EMEA, and Asia Pacific segments),technological focus of their roles, in addition to the peer group data above, we useduse several hierarchical and role comparisons as well as regionally appropriate public data for the EMEAfrom publicly disclosed information and Asia Pacific CEO roles. However, because their positions do not correlate well enough to the external data, we have determined that the currently available external data is not sufficiently reliable.various other survey matches. Accordingly, we have decided that a reasonabletake an internal equity approach, for us is first to compareanchored on data for our JLL Chief Executive Officer,CEO, JLL Chief Financial Officer,CFO, and LaSalle Chief Executive Officer,CEO, Work Dynamics, all of which we do believe correlate well. We then alignalso assess the remaining Named Executive Officer positions from an internal equity perspective, taking into accountof the Co-CEOs of JLL Technologies on relative size, profit contributioncontributions, and comparative performance of their respective business segments. WhenJLL Technologies. After the internal equity comparison, we refer elsewhere in this discussionthen look at the external market data and hierarchical comparisons to the Market Reference comparisons that we perform, we are referring to this methodology.review from an external equity perspective.

 

Summary of Executive Compensation Practices

We continually evaluate our compensation programs to ensure we are pursuing best practices in executive compensation. Below is a summary of what we do and do not do, thetotality of which we believe aligns with the long-term interests of our shareholders:

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What We Pay and Why: The Elements of Executive Compensation

We have three traditional elements of total direct compensation:(1) base

2023 Base salary (2) an annual incentive plan and (3) a long-term incentive plan. We design our compensation program to provide balanced incentives for the Named Executive Officers to drive both annual and long-term performance. As illustrated in the charts below, in 2015, based on target performance,92% of the Chief Executive Officer’s total direct compensation at target was performance-based and not guaranteed.

 

(1)

Mr. Jacobson is excluded due to his participation in the LaSalle LTIP, which is different from the GEB LTIP.

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Base Salary

decisions

 

We review base salaries for all of our Named Executive OfficersNEOs on an annual basis, as well as at the time of a promotion or other change in responsibilities. Base salaries are planned in U.S. dollars but delivered in local currency.

Name		2023 Base Salary		2022 Base Salary
Christian Ulbrich(1)		$1,032,158		$889,121
Karen Brennan		$500,000		$500,000
Yishai Lerner		$500,000		$500,000
Neil Murray		$500,000		$500,000
Mihir Shah		$500,000		$500,000

(1)	The year over year change in Mr. Ulbrich’s base salary reflects the difference in applicable exchange rate rather than a change in base salary in local currency.

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2023 Annual Incentive Plan

Our AIP structure is designed to align our executives’ compensation with JLL’s enterprise performance, reward executives for their individual performance, and reward performance against strategic leadership goals.

 

Determination of 2015 Base Salaries

We increased base salariesThe Compensation Committee establishes target AIP awards for three of our Named Executive Officers. Messrs.Jacobson, O’Brien and Ulbrich had an increase in base salary to USD $400,000. This is thefirst increase in base salaries in six years and waseach NEO based on extensive external benchmarking. The base salaries for alland internal equity considerations as noted above. Awards are first determined based on results against JLL’s annual financial goals at the enterprise level with payouts historically ranging from 0% to 150% of Named Executive Officers are still below the mediantarget. Achievement of our competitive benchmarking, which includes our Market Reference companies. This is consistent with our philosophythreshold performance results in a payout of emphasizing performance-based compensation, maintaining an efficient cost structure, and limiting our fixed costs.

Annual Incentive Plan

The Annual Incentive Plan is funded by the Company’s EBITDA performance.The total incentive (the Annual Incentive Plan plus the Long-Term Incentive Plan) funding is first established as a percent of EBITDA. We use 70%50% of the funding for the Annual Incentive Plan, which we paytarget bonus amount, achievement of target performance results in cash.Over time, we intend to share lessa payout of 100% of the Company’s EBITDA overalltarget bonus amount, and achievement of maximum performance (or greater) results in a payout of 150% of the target bonus amount, with the Named Executive Officers as we continuea straight-line interpolation applied to leverage scale.results between goals to calculate payout percentage earned. Achievement below threshold results in no payment.

 

After the funding is established, thereCompensation Committee certifies financial performance against targets, the resulting awards are two remaining elementsadjusted by a Leadership Multiplier (described below) ranging between 80% and 120%. Final AIP awards are delivered in cash.

Financial performance measures

All GEB members are aligned under the same enterprise performance measures and weightings. The shared performance measures tie the compensation of all our NEOs in the Annual Incentive Plan: (1) IPMP Score: this isshort term for the JLL internal performance management score; and (2) Financial Score: forannual cash variable compensation program to our global JLL executives, one hundred percent of the score is determined by global EBITDAcorporate performance. For the business segment heads, two-thirds is based on global EBITDA results and one-third on the operating income of each business segment.

Combining these two elements produces anIndividual Performance Assessment score, which yields an award range of 80%-120% of funding target.

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Determination of 2015 Annual Incentives

The Company’s EBITDA results produced a funding of 112% of target. The 2015 financial performance that produced theFinancial Score and the funding is below.

 

Performance Measures*	(1)Performance Weighting	To determine the compensationWhat is it?
AIP Adjusted EBITDA	50%	Our externally reported EBITDA (earnings before income tax, depreciation and amortization), adjusted to exclude net non-cash mortgage servicing rights, mortgage banking derivative activity, net loss on dispositions and interest on employee loans, net of Named Executive Officers,forgiveness, along with certain restructuring and acquisition charges. For 2023, at its discretion, the Committee has established a process that uses a variation of disclosedopted to exclude equity earnings/losses from the AIP Adjusted EBITDA metric for the following reasons: •  In 2023, equity earnings/losses are a mark to market non-cash item; •  Exclusion of equity earnings/losses is a better reflection of underlying operational performance of JLL; and •  It aligns with the measurement methodology that adjusts for significant restructuring charges only.will be used going forward, see 2024 Compensation Program changes on page 54.
AIP Adjusted EBITDA Margin	25%	AIP Adjusted EBITDA divided by our externally reported Revenue less directly and indirectly reimbursed costs and Net non-cash MSRs.
Free Cash Flow	25%	Represents cash provided by operating activities less net capital additions from property and equipment.

 

*

(2)

Excludes LaSalle’s equity earnings and incentive Fees.The above measures are non-GAAP financial measures used by the Compensation Committee in determining executive compensation. See Annex A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

 

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Includes incentive fees, but excludes LaSalle equity earnings.

For the AIP Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow Measures, the Compensation Committee set the below threshold, target and maximum performance.

	Threshold 50% payout	Target 100% payout	Maximum 150% payout	Actual Performance	Weight	Payout Percentage	Total Weighted Funding
AIP Adjusted EBITDA				$913.4M 73% of target	50%	69%
AIP Adjusted EBITDA Margin				12.3% 83% of target	25%	84%	76.2%
Free Cash Flow				$388.9M 83% of target	25%	83%

AIP Adjusted EBITDA, AIP Adjusted EBITDA Margin and Free Cash Flow as presented are non-GAAP financial measures as adjusted and used by the Compensation Committee in determining executive compensation. See Annex A, page 94 for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

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The Leadership Multiplier

The criteria used to determine the Leadership Multiplier are:

•	Performance objectives;
•	leadership behaviors;
•	unforeseen significant market events;
•	M&A or divestiture activity; and
•	performance not captured by the financial metrics.

 

WhenUsing these criteria, the Compensation Committee determines the Leadership Multiplier for the CEO. The Compensation Committee considers the assessment and recommendation of the CEO when determining theIPMP Score Leadership Multiplier for each of our Named Executive Officers, the Committee took into account the following factors:other NEOs. The Leadership Multiplier can vary from 80% to 120% and may be different from NEO to NEO.

 

Colin Dyer:The Leadership Multiplier for each NEO was determined based on the following considerations:

 

Executive	·	Continued strong and well-coordinated leadership of our executive team as ChairmanLeadership Multiplier		Rationale
Christian Ulbrich		100%		Provided strategic oversight of the Global Executive Board. Respectedcompany transformation including significant actions taken to improve efficiency and engaged leaderproductivity including continued efforts to reduce costs, while continuing to invest in technology advancements. Led and supported creation of sustainability plan that will enable achievement of 2030 sustainability goals.
Karen Brennan		110%		Improved and strengthened financial data governance. Completed cost allocation changes for the firm overall; also well-respected by clientsorganization to increase transparency. Directed and withincontributed towards cost savings helped exceed target. Drove continued alignment of incentives with enterprise performance.
Yishai Lerner		100%		Exceeded tech revenue target and goals for technology adoption across the industry.business. Led JBS transformation and execution of JLLT reorganization, successfully retaining key diverse talent.

Neil Murray	·	120%		Led Work Dynamics transformation efforts that resulted in higher margins, strong revenue, and cost savings. Exceeded target and demonstrated commitment to efficiency and optimization.
Mihir Shah		100%		Exceeded tech revenue target and goals for technology adoption across the business. Successfully executed JLLT reorganization. Drove overall solid progress on acquisition strategy.

·

Drove additional progress on Strategy 2020 implementation.

·

Developed succession planning for EMEAMarketing Transformation exceeding set target.  Key initiatives helped identify redundancies, achieve efficiencies, and Asia Pacific, which we have begun to implement in 2016 with the pending promotion of Mr. Ulbrich to President role and the selection of internal executives to fill EMEA and Asia Pacific chief executive roles.

·

Continued leadership on client-facing technology and data initiatives.

·

Active promotion of diversity and inclusion, sustainability, and ethics initiatives, reflected in continued receipt by the firm of multiple awards from third parties, reflecting industry leadership and stature as firm of choice for clients and staff seeking financially stable organization with broad and deep service capabilities. Awards also reflected reputation for integrity and governance, including consistent listing as one of the “World’s Most Ethical Companies” and new awards as one of “America’s Best Corporate Citizens” from CR Magazine and for global governance from the India Institute of Directors.exceeded cost savings target.

 

Christie B. Kelly:

·

Now solidly embedded as Global CFO, including as respected member of the Global Executive Board and a leader on the Global Operating Board.

·

Valued supporter of the corporate sustainability and integrated reporting initiatives.

·

Continued positive engagement with the Board of Directors, particularly the Audit Committee, as well as the Finance, Investor Relations and Internal Audit functions, all of which have experienced significant organizational enhancements.

·

Leadership on maintenance of strong financial position, evidenced by upgraded credit rating from S&P and positive outlook by Moody’s.

·

Continued strong leader of global productivity initiative designed to improve margins and operating efficiency.

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·

Leadership on evaluation and execution of M&A transactions; operationalized important governance initiatives for our global valuations business.

·

Positive engagement with shareholders and analysts.

Alastair Hughes:

·

Continued motivational leadership within complex, rapidly changing and diverse region, particularly during year of uncertainty around the direction of the China economy.

·

Positive and thoughtful contributions to deliberations of the Global Executive Board.

·

Strong contribution to successful succession planning for the CEO role for Asia Pacific.

·

Previous business decisions in India and Japan showing positive results.

·

Engagement with Corporate Solutions business, which continues its leading position in the region.

·

Continued to promote mutually beneficial relationship between JLL and LaSalle.

·

Positive progress on productivity, procurement, and technology/data mining projects as part of overall global initiatives.

Jeff A. Jacobson:

·

Valued engagement on the Global Executive Board particularly with respect to promoting appropriate and positive relationship between LaSalle and JLL.

·

Oversight of significant progress on sponsored REITs in the United States and Japan.

·

Strong capital raising and deployment of investment funds, while also harvesting gains for the benefit of clients.

·

LaSalle contributed significant incentive fees and equity earnings to overall JLL financial performance.

·

Outperformance versus benchmarks in many LaSalle investment vehicles.

·

Record-high assets under management.

·

Leadership on productivity initiatives that have resulted in significant increases in revenue per employee, and on enterprise risk initiatives.

Gregory P. O’Brien:

·

Valued contributor to the Global Executive Board.

·

Well-embedded as leader of the Americas business, overseeing continued strong financial and operational results.

·

Oversaw excellent results on M&A strategy as the Americas completed eight transactions. Successful first year as respected Americas CEO and excellent financial results. Embedded organizational changes eight transactions, including transformational deals Corrigo and Oak Grove Capital.

·

Leadership in businesses outside the U.S., with Canada showing strong growth and issues being met in Brazil given broad economic challenges.

·

Leadership on human resources matters, hiring new chief human resources officer and new diversity and inclusion officer.

·

Visible support for client-facing technology development.

Christian Ulbrich:

·

Continuing valued strategic contributions to the Global Executive Board; important contributions to implementation of succession planning processes.

·

Leadership on delivering strong financial results in European and Middle Eastern despite continuing geo-political and economic challenges across the region.

·

Progress in moving into new countries in Africa.

·

Progress in spreading Tetris fit-out business across Europe, with potential for other regions.

·

Oversaw execution of eight M&A transactions across six different countries.

·

Excellent progress on client-facing technology agenda and on-line marketing.

·

Visible support for productivity initiatives, including development of shared services organizations for Finance function.

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2023 AIP awards

 

The Compensation Committee approvedset the AIP target bonus amounts for our NEOs shown in the table below through the process described previously. Based on the financial performance results and the Leadership Multipliers, the following annual incentive payouts for 2015 based on the IPMP and Financial Score of each of our Named Executive Officers.bonuses were earned in 2023:

 

Maximums available under the plan by individual are: $6,948,000 for Mr. Dyer, $3,207,000 for Mr. Jacobson and $4,142,000 for each of Ms. Kelly and Messrs. Hughes, O’Brien, and Ulbrich.

Executive		(A) Bonus Target				(B) Financial Goals Payout Percentage				(C) Calculated Performance Basis of Award				(D) Leadership Multiplier				Final Cash AIP Award (A)x(B)x(D)
Christian Ulbrich			$3,000,000				76.2%				$2,286,000				100%				$2,286,000
Karen Brennan			$1,500,000				76.2%				$1,143,000				110%				$1,257,300
Yishai Lerner			$1,920,000				76.2%				$1,463,040				100%				$1,463,040
Neil Murray			$1,800,000				76.2%				$1,371,600				120%				$1,645,920
Mihir Shah			$1,920,000				76.2%				$1,463,040				100%				$1,463,040

 

We provide additional information about the cash payments ofunder the annual incentivesAIP to Mr. Dyer as well as the other Named Executive Officersour NEOs below in the Summary Compensation Table below. We report the performance-based annual incentives awarded in cash in the2023 Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”

 

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2023 GEB Long-Term Incentive Plan

 

JLL has a long-term incentive plan for members of our GEB (GEB LTIP). The GEB LTIP operates overis designed to align executives’ interests with the three-year period from 2015 through 2017interests of our shareholders, align executives’ compensation with JLL’s enterprise performance, and reward performance against JLL’s long-term strategic goals. The GEB LTIP provides for annual awards of performance share units (PSUs.) that cliff vest at the end of three years, subject to achievement of performance against predefined metrics. In addition, the first quarterGEB LTIP provides for annual awards of 2015, we established goals for 2015 andrestricted stock units (RSUs) that cliff vest at the subsequent one- and two-year periodsend of three years.

The Compensation Committee establishes target GEB LTIP award amounts for each NEO based on extensive external and internal equity considerations. The number of PSUs achieved is calculated based on JLL’s results against two long-term metrics, with payouts ranging from 0% to 150% for each metric. PSUs are settled in JLL common stock. RSUs are also settled in JLL common stock upon expiration of the three performance measures. The goals are cumulative in years 2016 and 2017. Results for each of the three performance measures yields an award range of 50%-150% of funding target. The measures and the cumulative targets are indicated in the table below.time-based vesting schedule.

 

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Performance metrics

 

The following table describes our long-term performance metrics and explains how they align with shareholders’ interests.

Performance Measures		What is It?		When is it assessed?		Why do we use it?
U.S. GAAP Diluted EPS		U.S. GAAP Diluted EPS is a measure of JLL’s GAAP profit allocated to each outstanding share of stock, including the dilutive impact of our common stock equivalents. U.S. GAAP Diluted EPS is calculated as (i) net income attributable to common shareholders (ii) divided by the weighted average number of common shares outstanding inclusive of the dilutive impact of our common stock equivalents.		After three years for cumulative performance		Aligns compensation to a key indicator of JLL’s performance and returns on shareholder equity
Relative TSR		JLL’s TSR is ranked versus the companies in the S&P 500. The beginning share price for the performance period is the average closing price of JLL’s common stock for the final 20 trading days of the calendar year that precedes the start of the performance period, and the final share price for performance period is the average closing price of JLL’s common stock for the final 20 trading days of such performance period.		After three years for cumulative performance		Aligns compensation to delivering shareholder value

For the U.S. GAAP Diluted EPS performance metric, the Compensation Committee sets a threshold, target, and maximum goal with an associated payout. Our specific U.S. GAAP Diluted EPS goals are shown below. We do not disclose details regarding our U.S. GAAP Diluted EPS goals for each performance measure: (1) when we evaluate performance, (2) what we measure, and (3) why we have selected the particular performance measure.competitive reasons, but they are meant to be challenging but attainable with superior effort. The evaluationpayouts for achievement of each performance measure is applied among all of the Named Executive Officers. As a result, there is no differentiationour U.S. GAAP Diluted EPS goals are shown below.

U.S. GAAP Diluted EPS Achievement		Payout for U.S. GAAP Diluted EPS (as a % of target)*
Threshold (70% of target)			50%
Target			100%
Maximum (130% of target)			150%

*	straight-line interpolation for results between goals.

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The Relative TSR metric will pay out based on individual performance for this aspect ofour TSR ranking within the compensation program (with the exception of Mr. Jacobson, who also participates in the LaSalle LTIP).S&P 500 Index, as follows:

 

TSR Percentile Rank in the S&P 500			Payout for TSR (as a % of target)*
25th			50%
50th			100%
75th			150%

 

*	Straight-line interpolation for results between goals.

(1) Adjusted EBITDA in the

Determination of 2023 GEB LTIP excludes LaSalle equity earnings and incentive fees.

(2)Beginning Share Price for any Performance Period means the average closing price of the Company’s common stock for the final 20 trading days of the prior calendar year. Final Share Price for any Performance Period means the average closing price of the Company’s common stock for the final 20 trading days of such Performance Period.

(3) Discussed below in “Progress Against 2020 Long-Term Objectives.”

TheGEB LTIP is funded from the Company’s EBITDA performancegrants.The total incentive (the Annual Incentive Plan plus the Long-Term Incentive Plan) funding is first established as a percent of EBITDA.We use 30% of the funding for the LTIP, which we pay in RSUs. Over time, we intend to share less of the Company’s EBITDA overall with the Named Executive Officers as we continue to leverage scale.

We deliver the awards under the plan in RSUs with the exception of Mr. Jacobson. Grants earned in 2015 will vest in thirds each year beginning in 2017. In lieu of RSUs, Mr. Jacobson receives a notional investment in a weighted average global return for LaSalle’s entire assets under management.

 

The table below outlinesrepresents the threshold,grant date fair market value of target PSUs and maximum performance levels of the GEB LTIP.RSUs awarded on April 5, 2023.

 

		U.S. GAAP Diluted EPS (75% weighting) (#)				Relative TSR (25% weighting) (#)				Total PSUs Granted (#)				Total RSUs Granted (#)				Value(1)
Christian Ulbrich			31,875				10,624				42,499				20,932				$8,688,178
Karen Brennan			7,356				2,451				9,807				4,831				$2,004,980
Yishai Lerner			9,416				3,138				12,554				6,183				$2,566,419
Neil Murray			8,827				2,942				11,769				5,797				$2,406,025
Mihir Shah			9,416				3,138				12,554				6,183				$2,566,419

 

(1)

To determineThe amounts we report in this column reflect the compensationgrant date fair values of Named Executive Officers,awards to our NEOs computed in accordance with the Committee has establishedFinancial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation, assuming performance at target levels. See footnote 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for a process that uses a variationdiscussion of disclosed Adjusted EBITDA that adjusts for significant restructuring charges only. For the GEB LTIP, we exclude LaSalle equity earnings and incentive fees.relevant assumptions used in calculating this amount.

 

(2)

Determined based on the percentile ranking within the Russell 3000.

(3)

Discussed below in “Progress Against 2020 Long-Term Objectives.”

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GEB LTIP 2021-2023 PSU award results

 

Determination of 2015 Long-Term Incentives: GEB LTIP

For 2015,In April 2021, the Company’s EBITDA results produced a funding equal to 112% of target.The table below presentsCompensation Committee established the aggregate incentive payouts we made to our participating Named Executive Officersfollowing metrics, targets and weights for 2015the 2021-2023 PSUs issued under the GEB LTIP. On February 23, 2024, the Compensation Committee determined if the Company met or exceeded the specific thresholds as shown below for the three-year performance period ended December 31, 2023, ultimately certifying total percentage payout of 98% of target, and the shares deliverable under the 2021-2023 PSUs vested as of March 31, 2024.

 

(1)

To determine the compensation of Named Executive Officers, the Committee has established a process that uses a variation of disclosed Adjusted EBITDA that adjusts for significant restructuring charges only. For the GEB LTIP, we exclude LaSalle equity earnings and incentive fees.

(2)

Determined based on the percentile ranking within the Russell 3000.

(3)

Discussed below in “Progress Against 2020 Long-Term Objectives.”

Maximums available under the plan by individual were: $4,007,000 for Mr. Dyer, $1,145,000 for Mr. Jacobson and $2,218,000 for each of Ms. Kelly and Messrs. Hughes, O’Brien and Ulbrich.

The following includes some of the factors that we took into account in determining the extent to which our Named Executive Officers collectively met our 2020 Objectives for 2015.

Progress Against 2020 Long-Term Objectives

Growth and Profitability (40%)

·

G1: Build our leading local and regional market positions – Growth in global leasing and tenant representation above established targets; expansion and further organic growth of industrial business; on-target for planned revenue growth in Canada; opened two new offices in Africa and added one new city in China on plan with road map; continued progress on roadmap for growth in South America; completed acquisitions in diverse geographies and business lines to bolster local capabilities; enhanced corporate development resources and process to promote further growth by M&A; developed data mining and on-line marketing techniques to support local expertise and sales.

·

G2: Grow our leading position in Corporate Solutions – Met targets established on growing the EMEA IFM business and EMEA corporate solutions business revenue; targeted list of acquisitions to build capability on track; exceeded goals on fee margin in U.S., but fell short in Asia.

·

G3: Capture the leading share of global capital flows for investment sales – Achieved above target growth in Capital markets against established 2020 plans; met targets on growing EMEA embedded debt business; U.S. Capital Markets business also met targets.

·

G4: Strengthen LaSalle Investment Management’s leadership position – Investment performance higher than benchmarks in key lines; increased productivity as measured by assets under management versus headcount; slightly behind target for growth of core U.S. platform; ongoing assessment of targeted acquisitions is on target.

Platform (30%)

·

Maintained investment grade balance sheet; measured growth in value of the JLL brand and completion of all internal components of the rebrand; successful launch and early utilization indicators of several key technology platforms; significant progress on moving necessary IT commercial solutions as readily available on mobile devices; global and regional leads in place for building of a profitable procurement function across all business lines.

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Productivity (15%)

·

Continued growth and planning for further integration of data and innovation from an overall enterprise risk and governance perspective; baseline established and advancement of shared service organization project to standardize all processes for accounts payable and accounts receivable processing, Treasury, General Accounting and Human Resources; completion of implementation of career and compensation framework in the U.S. and Japan, and plans for implementation underway in LaSalle, and portions of EMEA; identified significant savings in potential savings via operating reviews.

Leadership (15%)

·

Forward progress on hiring and promotions of women within all segments of the business; ongoing focus on building depth of successors for all GEB leadership roles; increase in amount of actionable development plans; gains on driving diversity into the business; continued to win key awards for client service, integrity, governance, and being a good place to work for employees.

The LaSalle LTIP

Since he is the Chief Executive Officer of LaSalle,Jeff A. Jacobson, who is one of our Named Executive Officers, participates in the LaSalle LTIP as well as the GEB LTIP.

Under the LaSalle LTIP, we determine a fixed incentive amount to be paid to a group of senior LaSalle officers at the end of each year through a portion of the gross incentive fees LaSalle has earned, plus a portion of global pre-bonus EBITDA. We have established the plan for the period of January 1, 2013 and ending December 31, 2017. The award in respect of performance for each year is paid in one-quarter tranches over four years.

The Plan will befunded each calendar year by the sum of 15% of the gross incentive fees earned by LaSalle, plus 5% of LaSalle’s global pre-bonus EBITDA (net of incentive fees), both from the prior year. The resulting pool, as funded by the global pre-bonus EBITDA, will be reduced to the extent necessary to ensure that the ratio of LaSalle’s total compensation to total revenue does not exceed 60% for any given year. This ratio will be calculated using the gross LTIP award in the year earned and not the GAAP amortization expense reflected in LaSalle’s financial statements.

We then make the payout from the pool to those LaSalle executives who were previously granted a fixed number of participant points against the pool.

We provide in the Summary Compensation Table information about the specific payments we made to Mr. Jacobson under the LaSalle LTIP.

Forfeiture of Previous LTIP Deferred Cash Awards

Under the previous GEB LTIP, deferred cash awards made in 2015 for 2014 performance were subject to sustained operating performance at a level not less than the targets established for 2014.Because actual operating income margin in 2015 fell below the 2014 target, a total of $960,000 of deferred cash awards reported in last year’s Proxy Statement will be forfeited among the NEOs, as follows: (1) Mr. Dyer, $320,000, and (2) for each of Ms. Kelly and Messrs. Hughes, O’Brien, and Ulbrich, $160,000.

Additional Compensation Elements

United States Savings and Retirement Plan for U.S. Based Named Executive Officers

Our United States Savings and Retirement Plan is a defined contribution plan qualified under Section 401(k) of the U.S. Internal Revenue Code (theIRC). We make matching contributions to each eligible participant’s account in an amount equal to 100% of each dollar contributed to the Plan, up to the first 3% of the participant’s compensation. We match 50% of each dollar contributed to the Plan on the next 2% of compensation. The maximum match under the plan is currently $10,600 per year per participant based on the annual compensation limit under the IRC. Pre-tax, Roth after-tax and catch-up contributions are taken into account in determining the amount of employer matching contributions. A participant does not become eligible to receive the Company’s matching payments unless he or she has completed at least 1,000 hours of service during the 12-month period beginning on the date of hire or during any Plan year that begins after the date of hire. Participants are vested in all amounts in their Plan accounts.

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Our Named Executive Officers who are United States taxpayers, Colin Dyer, Jeff A. Jacobson, Christie B. Kelly and Gregory P. O’Brien, are eligible to participate in the Savings and Retirement Plan. Messrs. Dyer, Jacobson and O’Brien participated during 2015. The matching contributions we made on their behalf are reported in the Summary Compensation Table.

United States Deferred Compensation Plan

Effective for compensation paid on and after January 1, 2004, we established aDeferred Compensation Plan for our employees in the United States who are at our National Director level and above. The Deferred Compensation Plan is a non-qualified deferred compensation program intended to comply with Section 409A of the IRC. The Plan permits eligible participants, including those of our Named Executive Officers who are subject to United States income tax, to voluntarily elect to defer up to 75% of their base salaries, up to 100% of their annual incentives and up to 100% of their vested restricted stock unit awards. There is no Company match on deferrals other than those in the qualified plan. Members of our Board of Directors are eligible to participate in the Deferred Compensation Plan with respect to their Director fees and, effective for 2013, the restricted stock portions of their retainers.

As indicated in the Compensation Tables, Colin Dyer and Jeff A. Jacobson previously elected to defer certain amounts of their compensation under the Plan.

Metric Criteria

2021-2023 Actual

Metric

Threshold

Target

Maximum

Weight

Achievement

Payout

U.S. GAAP Diluted EPS

$25.31 per share

$36.16 per share

$47.01 per share

75%

$36.41

101.2%

Relative TSR

25th  percentile

50th  percentile

75th  percentile

25%

44th percentile

88.6%

Aggregate Weighted Payout:

98.0%

 

The amounts of any compensation deferred under the Plan remain an asset of the Company and constitute an unsecured obligation of the Company to pay the participantsearned by our NEOs are reflected in the future. As such, they are subject to the claims of other creditorstable below and were delivered in the eventfirst quarter of the Company’s insolvency. Gains and losses on deferred amounts are credited based on the performance of a hypothetical investment in a variety of mutual fund investment choices the participants select. Participants must elect certain future distribution dates on which all or a portion of their accounts will be paid to them in cash, including in the case of a change in control of the Company. The Company does not make any contributions to the Plan beyond the amounts of compensation that participants themselves elect to contribute.2024.

 

		2021-2023 PSUs Awarded				Performance Payout				Shares Vesting
Christian Ulbrich			25,661				98%				25,151
Karen Brennan			6,387				98%				6,260
Yishai Lerner			9,409				98%				9,222
Neil Murray			6,795				98%				6,660
Mihir Shah			9,409				98%				9,222

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Severance Arrangementsarrangements for Named Executive OfficersNEOs

Severance Pay Plan

 

We currently maintain a Severance Pay Plan for full timefull-time employees in the United States,U.S., including executive officers. To be eligible to receive benefits under the Severance Pay Plan, an employee must be involuntarily terminated from employment under specified circumstances and also must meet all of the conditions ofcertain other conditions.

Benefits under the Severance Pay Plan. Severance benefits includes: (1) base severance, comprised of one-half month of base pay (not including the expected annual incentive) in effect at the time of the employment termination and (2) enhanced severance provided the employee executes a severance agreement and general release in favor of JLL. The severance is the same regardless of whether it is general or if it is related to a change in control.Plan include:

•	base severance equal to one-half month of base pay in effect at the time of the employment termination, and
•	enhanced severance if the employee executes a severance agreement and general release.

 

Enhanced severance is (i) a multiple of base pay that varies with the circumstances of termination and is otherwise based on an employee’s position level and length of service, (ii) reimbursement for certain health care insurance costs, and (iii) outplacement for professional employees. The maximum benefit available under the Severance Pay Plan would beis fifteen months (excluding potential for prorated share under the annual incentive plan based on the individual's exit date) of base pay. For employees terminated after June 30 of any given year and before annual incentives are paid for thethat year, in which they are terminated, enhanced severance also may includeincludes an eligibility for pro-rated annual incentive payment, calculated as a prorated share ofbased on the employee’s target annual incentive for the year of termination, subject to JLL’s then existingthen-existing practice of determining annual incentive payments.

 

Under a provision of the Severance Pay Plan that we have specifically established to cover members of our Global Executive Board,GEB, each of the Named Executive OfficersNEOs would be eligible (regardless of length of service or location) to receive a minimum of twelve months of base salary, plus an amount equal to the individual’s target annual incentive then in effect,for the year of termination, as enhanced severance if his or herthat executive’s employment is involuntarily terminated by the CompanyJLL without cause. To the extent applicable, a GEB participant who is also eligible to receive severance payments under any other plan, program or arrangement provided to employees in countries other than the United StatesU.S. may elect whether to receive payments under such other arrangement rather than the Severance Pay Plan, or such other arrangement, but ismay not entitled to receive payments under both. In any event, the maximum benefit under the Severance Pay Plan remains at fifteen months (excluding potential for a prorated share under the annual incentive plan based on the individual'sindividual’s exit date) if a participant has sufficient longevity with the Companytenure to exceed the twelve monthtwelve-month minimum.

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The potential severance benefits we make available to our Named Executive OfficersNEOs are designed to assist in retaininghelp us retain them as we compete for talented employees in a marketplace for global talent where similar (if not often greater) protections are commonly offered. We intend for severance benefits to ease an employee’s transition due to an unexpected employment termination by the Company. As our severance benefits would also be available in the case of a termination that followed a change in control, our severance arrangements also encourage employees to remain focused on the Company’s business in the event of rumored or actual fundamental corporate changes.termination. We do not provide any tax gross-ups on severance payments under any circumstances.

 

Change in control benefits

Perquisites

On March 3, 2021, or upon being named a GEB member, each of our GEB members entered into a form of change in control agreement. The agreement provides for payment of severance and other benefits to members of the GEB if their employment is terminated either without cause or for good reason (as defined in the agreement) during the 24-months following a change in control, subject to the GEB member’s execution and non-revocation of a general release of claims in favor of the Company. The agreement provides for the following payments and benefits to a GEB member:

•	A lump-sum payment of their annual base pay times the multiplier applicable to such executive (which is 3.0 for Mr. Ulbrich and 1.5 for all other GEB members);
•	A lump-sum payment equivalent to their annual target bonus for the year of termination times the multiplier applicable to such executive (which is 3.0 for Mr. Ulbrich and 1.5 for all other GEB members);
•	A lump-sum payment of their pro rata bonus, at target, calculated from the January 1 through their last day of employment with the Company in a Plan Year; and
•	Accelerated vesting of all outstanding stock-based awards issued under the Company’s applicable stock award incentive plan.

We do not provide any tax gross-ups on change in control benefits under any circumstances. We believe these change in control severance benefits will encourage our executives to remain focused on JLL’s business in the event of rumored or actual fundamental corporate changes.

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Additional information

Stock ownership guidelines

In order to further align the long-term interests of our leadership team with the interests of our shareholders, we have established stock ownership guidelines for members of our GEB (which includes all our NEOs).

 

Our CEO is required to maintain equity ownership of at least six times his annual base salary. The other NEOs must maintain equity ownership (inclusive of unvested RSUs) of at least four times their respective annual base salaries. In all cases, members of the GEB must retain 100% of all shares acquired on the vesting of equity awards or the exercise of stock options until compliance with the minimum ownership requirement is achieved. After a GEB member attains the minimum required ownership level, he or she must hold 50% of any shares acquired on the vesting of equity awards or the exercise of stock options for two years following such vesting or exercise. As of March 31, 2024, all NEOs for 2023 meet or exceed their respective stock ownership guidelines.

Clawback Policy

Effective September 7, 2023, the Compensation Committee adopted an updated Clawback Policy that is applicable to our NEOs, other members of our GEB, and any other current or former “executive officer” within the meaning of Rule 10D-1 under the Securities Exchange Act of 1934, as amended. The policy provides that if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, absent limited exceptions, the Compensation Committee shall cause the Company to recoup from each covered executive any erroneously awarded incentive-based compensation. Such recoupment covers all compensation tied to financial measures used in the Company’s financial statements, excluding non-financial events, and is required regardless of whether an executive or any other person was at fault or responsible for errors that contributed to the need for the restatement or otherwise engaged in any misconduct. The Company may use various remedies, such as cash recoupment or share forfeiture, to recover the erroneously awarded compensation.

Certain tax matters

We will continue to monitor issues concerning the tax deductibility of executive compensation and will take appropriate action if we believe it is warranted. Since corporate objectives and strategic needs may not always be consistent with the requirements of full deductibility, we expect, if we believe it is appropriate, to enter into compensation arrangements or provide compensation under which payments will not be fully deductible.

Perquisites

We do not provide personal perquisites (such as non-business airline travel)personal use of corporate aircraft) of any significance to our Named Executive Officers as part of their compensation packages.NEOs. In appropriate circumstances, we do provide reimbursement for certain expatriate expenses, all of which we disclose in the 2023 Summary Compensation Table.

 

CEO Performance Incentive

2024 Compensation Agreement

Program changes

 

In April 2012,We continue to be committed to maintaining our compensation philosophy based on the Committee approved a new performance-based retention incentive benefit (theBenefit) for Colin Dyer,following core principles: alignment with our Chief Executive Officer. The Committee, working with itsshareholders’ interests, strong pay-for-performance linkage, incentivizing behaviors that drive our business, and maintaining balance between short-term and long-term compensation elements. During 2023, Compensation Committee’s independent compensation consultant, designedsupported by Management, undertook a competitive market review of our GEB’s compensation program. Overall, the Benefitresults revealed that our performance-based compensation program has been effective in driving results and aligning compensation with the returns to accomplish two main objectives:shareholders. However, it was determined that improvements to the program could be made that would create a better connection between the metrics measured and executive impact, as well as cause the program to be more motivating and engaging to plan participants throughout the measurement period of the incentive award. The following are highlights of the changes approved by the Compensation Committee for the 2024 compensation program based on recommendations of the Compensation Committee’s independent compensation consultant:

 

•

(1)Changes to AIP Metrics. Both Adjusted EBITDA and Adjusted EBITDA margin will be calculated excluding the impact of equity investments for JLL/T and LaSalle from the measurement of results. The new measures will therefore exclude the impact of largely non-cash investment gains/losses and will better reflect our operational performance of the company. In addition, Free Cash Flow has been moved to the GEB LTIP plan as the metric has greater relevance when measured over a longer period and has been replaced under the AIP by Strategic Factors, which are intended to be objective goals set annually that reflect the strategic intent of JLL.

•

Changes to create an additional retentionGEB LTIP Metrics. Like the AIP, Adjusted EPS will be calculated excluding the impact of equity investments for JLL/T and LaSalle for purposes of the long-term incentive program. At the beginning of each year (2024, 2025, and 2026) during the three-year performance period, the Compensation Committee will establish Adjusted EPS goals for Mr. Dyerthat year. Following the completion of each fiscal year, the Compensation Committee will determine the payout percentage that was attained for such year and following the completion of the third fiscal year, the Compensation Committee will determine the average payout for the three-year period. In deciding to remain withmeasure Adjusted EPS against annual targets within each three-year performance cycle, the Compensation Committee considered the difficulty in establishing appropriate long-term performance measures for the Company given the inherent cyclicality in our industry as well as the pronounced effects of macroeconomic factors such as rapidly changing interest rates on our transactional business. Additionally, beginning in 2024, Free Cash Flow will no longer be utilized as a performance metric under the AIP, as the metric is better measured over a longer period. Instead, the 2024 GEB LTIP program will utilize Free Cash Flow Conversion as a performance metric, which shall mean Free Cash Flow (from operations less distributions of earnings from investment less capex) divided by Adjusted Net Income which shall mean GAAP Net Income adjusted to exclude restructuring and to continue to provide the leadership that the Board believes has created significant organizational and shareholder value, and driven strong performance, during his tenure; andacquisition charges, net

 

2024 Proxy Statement

(2)

to create an additional incentive for Mr. Dyer to drive performance of the Company’s financial and strategic goals as the Committee establishes them each year in connection with the development of our executive compensation program.54

Accordingly, the Company agreed to pay the Benefit in the event that: (1) Mr. Dyer terminates his employment on any date after the date on which he has both (a) reached age 62 and (b) attained ten years of service with the Company (both of which conditions were met for the first time during September 2014, theEligibility Date); (2) Mr. Dyer is involuntarily terminated without cause at any time in the future; or (3) Mr. Dyer dies or is significantly disabled at any time in the future.

The Benefit will be determined according to a formula, which operates as follows:

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(1)

non-cash MSR and mortgage banking derivative activity, amortization of acquisition-related intangibles (excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders), net (gain) loss on dispositions, interest on employee loans net of forgiveness, after-tax JLLT and LaSalle equity earnings (losses), tax impact of adjusted items and other non-recurring or extraordinary events as determined by the Administrator in good faith measured on a cumulative basis over the event of termination afterthree year performance period. Finally, Relative TSR was modified under the Eligibility Date, including2024 GEB LTIP program to act as a modifier that can result in a positive or negative 20% adjustment to the result of Mr. Dyer’s death or disability,Adjusted EPS and Free Cash Flow Conversion results if relative TSR results are an outlier to the annual value ofpeer group.

•

Changes to AIP and GEB LTIP Maximum Payouts. To align better with peer group data, the Benefit will equal $250,000 plus 8.5% of Mr. Dyer’s Final Average Annual Incentive;maximum payout for both the AIP and GEB LTIP has been increased from 150% to 200%, whereas the payout for below threshold performance remains at 0%.

 

Plan Design Element	(2)	2023 AIP		2024 AIP
Performance Metrics and Weightings		50% AIP Adjusted EBITDA 25% AIP Adjusted EBITDA Margin 25% Free Cash Flow		50% AIP Adjusted EBITDA 25% AIP Adjusted EBITDA Margin 25% Strategic Factors
Payout Levels		–Threshold: 50% –Target: 100% –Maximum: 150%		– Threshold: 50% – Target: 100% – Maximum: 200%
Plan Design Element		2023 LTIP		2024 LTIP
Equity Vehicle and Weightings		•67% PSUs •  33% RSUs		•  60% PSUs •  40% RSUs
Performance Metrics and Weightings		•  PSUs – 75% GAAP Earnings per Share – 25% GAAP Relative TSR •  RSUs – no performance hurdles; time-based		•  PSUs – 75% Adjusted Diluted Earnings per Share – 25% Free Cash Flow Conversion Ratio – +/- 20% Relative TSR Modifier •  RSUs – no change
Performance Period/Vesting		•  PSU – 3 year performance period with all goals established at grant •  RSUs – 3 Year cliff vesting		•  PSU – 3 year performance period with Free Cash Flow Conversion Ratio and Relative TSR goals established at grant. Adjusted EPS goals measured annually with goal established at the start of each respective year. •  RSUs – 3 Year cliff vesting
Payout (if TSR is negative)		If Company TSR over the performance period is negative, then payout for TSR performance shall not exceed a payout of 100%		If Company TSR over the performance period is negative, Relative TSR Modifier cannot result in the event of Mr. Dyer’s involuntary termination without cause, death or disability before the Eligibility Date, the annual value of the Benefit will be pro-rated according to number of full months of service relative to ten years of service.upward adjustment
Payout Levels		•  GAAP EPS and Relative TSR –Threshold: 50% –Target: 100% –Maximum: 150%		•  Adjusted EPS and Free Cash Flow Conversion Ratio – Threshold: 50% – Target: 100% – Maximum: 200% •  Relative TSR +/- 20% modifier; overall maximum payout is 200%

 

We defined the term Final Average Annual Incentive to mean the average of the two highest consecutive years’ Non-Equity Incentive Plan Compensation, which includes only cash payments attributable to the Company’s Stock Award and Incentive Plan (or such similar or successor annual incentive bonus plan), in the five years preceding the year in which separation from service takes place, as reported in the corresponding column of the Summary Compensation Table of the Company’s annual proxy statements. This excludes (i) any cash payments to Mr. Dyer under the GEB LTIP and (ii) any other special bonuses that the Company may pay or provide Mr. Dyer. However, in the event that the Company offered to pay an annual incentive bonus to Mr. Dyer, but Mr. Dyer voluntarily declined to accept all or part of such annual incentive bonus (as he did in 2008 during the global financial crisis), then for purposes of calculating the Final Average Annual Incentive, the full amount of the annual incentive bonus offered by the Company to Mr. Dyer shall be counted.

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Plan Design Element		2023		2024
Ownership Guidelines		•  Ownership level requirements: – CEO six times salary – Other NEOs four times salary •  Holding requirements: – 100% of net shares following vesting or exercise until ownership guideline has been met – 50% of net shares for two years following vesting or exercise		•  Ownership level requirements: – CEO six times salary – Other NEOs, lesser of four times salary or one times annual long-term incentive target (four times salary will continue to apply for all non-CEO NEOs) •  Holding requirements: – 75% of net shares following vesting or exercise until ownership guideline has been met – 50% of net shares for two years following vesting or exercise

 

The Benefit will be paid out in the form of annuity payments according to certain elections that Mr. Dyer will be permitted to make. Mr. Dyer will be an unsecured creditor of the Company with respect to the Company’s financial obligation to pay the Benefit. To date, no Benefit payments have been made to Mr. Dyer.

The form of the agreement under which the Company has agreed to provide the benefit has been filed with the SEC on a Current Report on Form 8-K on April 19, 2012.

Alastair Hughes – Retirement Arrangements

We originally executed an Employment Agreement with Alastair Hughes, one of our Named Executive Officers, in 1999. We did so when we were generally entering into standard employment agreements with our executives in the United Kingdom in order to be consistent with the labor market practices in that country. The agreement with Mr. Hughes provides for anannual contribution to an individual pension plan with a pension provider of Mr. Hughes’s choice. The amount of the contribution is based on age and different percentages of salary up to a maximum of £100,000. Before Mr. Hughes took individual responsibility for his pension arrangements in 1995, he was a member of the Company’s U.K. Trust Pension Scheme, a defined benefit plan, from October 1993 to April 1995. As a result, there is a deferred pension due to Mr. Hughes when he reaches age 60 equal to £695 per year (as increased by a consumer price index capped at 5% per year maximum from April 1995 to the date of his 60^th birthday).

Alastair Hughes – Agreement Regarding Termination of Expatriate Assignment

Having served as JLL’s Asia Pacific CEO for more than seven years and after a total of 28 years at the firm,Mr. Hughes has elected to step down from his role effective June 30, 2016. Pursuant to an agreement dated February 25, 2016, a copy of which was filed with the SEC as an exhibit to our 2015 Annual Report on Form 10-K, Mr. Hughes has agreed to remain in his current role as the Asia Pacific CEO through June 30, 2016. Effective July 1, 2016, Anthony Couse, currently Managing Director for Shanghai and East China, will assume the role. As of such date, Mr. Hughes will cease being a member of the GEB and his compensation as a member of the GEB will cease. From July 1, 2016 through April 30, 2017, he will continue to be an employee of the Singapore affiliate of JLL and he will be compensated at the rate of Sing$400,000 per annum, pro-rated and paid during the normal payroll cycles. In such role, he will provide such services as JLL may reasonably request in order to effect a smooth transition to his successor. On the close of business on April 30, 2017, he will retire from JLL and all compensation will cease as of that time. The provisions of his agreement supersede and replace in their entirety any notice or other “garden leave” provisions that may exist in any of his previous agreements with us.

In the event that he has not voluntarily terminated his employment prior to June 30, 2016, and that he has not been terminated by JLL for cause before such time, (i) he will receive a lump sum equivalent to an amount he would otherwise be entitled to receive in respect of his employment as our Asia Pacific CEO as though he had been terminated involuntarily without cause (including a target bonus payment pro-rated through June 30, 2016 and calculated according to the regular terms of the GEB’s compensation plans), paid as soon as administratively feasible, and (ii) all then outstanding unvested restricted stock units and deferred cash awards will continue to vest according to their original schedules and will not be forfeited.

Effective July 1, 2016, all of Mr. Hughes’s benefits and personal expense reimbursements will cease except for certain immaterial exceptions. Mr. Hughes has agreed to certain non-competition and non-solicitation requirements through December 31, 2017.

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Compensation Committee Report

As more particularly described above under “Corporate Governance Principles and Board Matters,” the Compensation Committee of the Board is responsible for providing independent, objective oversight of JLL’s executive compensation programs, including those with respect to stock ownership. The Compensation Committee is currently comprised of six Non-Executive Directors, each of whom is independent as defined by the NYSE listing standards in effect at the time of mailing of this Proxy Statement and by applicable SEC rules. The Compensation Committee operates under a written charter, which the Board of Directors has approved.

report

 

The Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis presented in this Proxy Statement. Based on such review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

 

The Compensation Committee

 

Ming Lu (Chairman)

Deborah H. McAneny (Chair)
Hugo Bagué

Samuel A. Di Piazza,
Matthew Carter, Jr.

Dame DeAnne Julius

Sheila A. Penrose

Shailesh Rao
Bridget Macaskill
Siddharth (Bobby) Mehta
Moses Ojeisekhoba

 

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Executive Compensation Tables

compensation tables

 

The following tables and footnotes set forth information regarding the cash and other forms of compensation we paid in respect of performancefor the NEOs during each of 2015, 20142023, 2022, and 2013, to our Named Executive Officers:

OurChief Executive Officer and President;

OurChief Financial Officer; and

In alphabetical order, theChief Executive Officers of our four principal business segments, which includes our three most highly compensated Executive Officers and one additional Executive Officer.

Each of the Named Executive Officers held the position indicated in the table for all of 2015.2021.

 

Except as specified, the footnote disclosures below generally relate only to compensation for 2015.2023. We included footnotes to compensation for prior years in the respective Proxy Statementsproxy statements relating to those years. The footnotes explain how and where we converted amounts in the tables from other currencies into U.S. Dollars.

 

2023 Summary Compensation Table

 

Name and Principal Position	Year	Salary (1)	Bonus	Stock Awards (1)(2)	Option Awards	Non-Equity Incentive Plan Compensation (1)(3)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings (4)	All Other Compensation (1)(5)	Total
Colin Dyer	2015	$750,000	—	$3,496,000	—	$6,763,000	$1,607,562	$47,172	$12,663,734
Chief Executive Officer	2014	$750,000	—	$2,528,000	—	$5,111,000	$1,103,375	$87,568	$9,579,943
and President	2013	$750,000	—	$2,000,000	—	$4,344,000	—	$47,556	$7,141,556
Christie B. Kelly	2015	$400,000	—	$1,920,000	—	$3,715,000	—	$13,099	$6,048,099
Chief Financial Officer	2014	$400,000	—	$999,000	—	$3,171,000	—	$7,892	$4,577,892
	2013	$200,000	—	$1,310,000	—	$1,063,000	—	$190	$2,573,190
Alastair Hughes	2015	$392,727	—	$1,920,000	—	$3,827,000	—	$444,285	$6,584,012
Chief Executive Officer,	2014	$408,462	—	$1,249,000	—	$3,171,000	—	$445,084	$5,273,546
Asia Pacific	2013	$431,689	—	$1,100,000	—	$2,597,000	—	$331,517	$4,460,206
Jeff A. Jacobson	2015	$400,000	—	$300,000	—	$5,082,000	—	$25,997	$5,807,997
Chief Executive Officer,	2014	$350,000	—	$630,000	—	$4,054,000	—	$20,369	$5,054,369
LaSalle Investment	2013	$350,000	—	$660,000	—	$2,059,300	—	$207,968	$3,277,268
Management
Gregory P. O’Brien	2015	$400,000	—	$1,920,000	—	$3,872,000	—	$21,322	$6,213,322
Chief Executive Officer,	2014	$350,000	—	$864,000	—	$3,256,000	—	$16,150	$4,486,150
Americas
Christian Ulbrich	2015	$369,959	—	$1,920,000	—	$4,032,000	—	$71,448	$6,393,407
Chief Executive Officer,	2014	$316,202	—	$1,279,000	—	$3,341,000	—	$125,917	$5,062,119
EMEA	2013	$345,341	—	$1,110,000	—	$2,687,000	—	$90,146	$4,232,487

Please Note:

Name and Principal Position		Year		Salary(1)		Bonus		Stock Awards(2)		Option Awards		Non-Equity Incentive Plan Compensation(3)		All Other Compensation(4)		Total
Christian Ulbrich		2023		$1,032,158		$—		$8,688,178		$—		$2,286,000		$35,047		$12,041,383
Chief Executive Officer and President		2022		$889,121		$—		$9,741,059		$—		$1,375,440		$50,147		$12,055,766
		2021		$970,997		$—		$7,306,412		$—		$4,500,000		$79,410		$12,856,819
Karen Brennan		2023		$500,000		$—		$2,004,980		$—		$1,677,581		$170,995		$4,353,555
Chief Financial Officer		2022		$500,000		$—		$2,247,954		$—		$1,343,189		$87,162		$4,178,304
		2021		$496,154		$—		$1,818,404		$—		$2,973,060		$41,853		$5,329,471
Yishai Lerner		2023		$500,000		$—		$2,566,419		$—		$1,463,040		$13,708		$4,543,166
Co-CEO, JLL Technologies		2022		$500,000		$—		$2,877,143		$—		$880,282		$12,651		$4,270,075
		2021		$496,154		$—		$6,925,323		$—		$3,037,500		$12,014		$10,470,991
Neil Murray
Chief Executive Officer Work Dynamics		2023		$500,000		$—		$2,406,025		$—		$1,645,920		$508		$4,552,453
Mihir Shah		2023		$500,000		$—		$2,566,419		$—		$1,463,040		$13,708		$4,543,166
Co-CEO, JLL Technologies		2022		$500,000		$—		$2,877,143		$—		$880,282		$12,651		$4,270,075
		2021		$496,154		$—		$6,925,323		$—		$3,037,500		$12,014		$10,470,991

 

(1)

(a)  We pay the annual base salaries for Messrs. Hughessalary and non-equity incentive plan compensation to Mr. Ulbrich in Euros, the currenciescurrency of the country where they are residenthe resides. Base salary was converted to USD using 2023 annual average currency conversion rate. In 2023, 2022, and out2021, the amounts of local revenues. Local currency amounts have changed significantly over timeMr. Ulbrich’s non-equity incentive plan compensation were determined in U.S. Dollars givendollars and then converted into Euros at the fluctuations inprevailing exchange rates that have taken place. For purposes of the above table, annual base salaries were converted from local currencies to U.S. Dollars using monthly average exchange rates throughout each year, which for 2015 were 1.375 Singapore Dollars and 0.901 Euros to the U.S. Dollar, for 2014 were 1.267 Singapore Dollars and 0.754 Euros to the U.S. Dollar, and for 2013 were 1.251 Singapore Dollars and 0.753 Euros to the U.S. Dollar.

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(b) Amounts shown in the table for Messrs. Hughes and Ulbrich in the “Stock Awards” and “Non-Equity Incentive Plan Compensation” columns were originally quoted in U.S. Dollars and so do not raise the same currency translation issues as do base salaries. However, most of the amounts shown in the table for Messrs. Hughes and Ulbrich in the “All Other Compensation” column were paid in local currencies at different times during the year. Regardless of when paid, for purposes of presentation we have converted all of the amounts paid in respect of 2015 to U.S. Dollars at the December 31, 2015 exchange rates of 1.42 Singapore Dollars to the U.S. Dollar, 0.92 Euros to the U.S. Dollar, and 0.678 British Pounds to the U.S. Dollar.

(2)

(a) The amounts we report in this column reflect the grant date fair values of certain different stock awards we made to our Named Executive OfficersNEOs computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation –— Stock Compensation.Compensation. See footnote 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for a discussion of the relevant assumptions used in calculating the amounts. In accordance with SEC rules, the amounts included in the column for the PSU awards granted during 2023 are calculated based on the probable outcome of the performance conditions (assumed at target) for such awards on the grant date. If the probable outcome of the performance conditions as of grant date had been maximum performance, then the grant date fair value of the PSUs would have been as follows: Mr. Ulbrich — $8,692,427; Ms. Brennan — $2,005,850; Mr. Lerner — $2,567,701; Mr. Murray — $2,407,143; and Mr. Shah — $2,567,701.

We discuss these different types of awards in more detail below in footnote (2) under “Grants of Plan-Based Awards For 2015.”

(3)

(a) The amounts in this column reflect annual incentive cash payments we made under the performance-basedAIP relating to 2023 performance for all NEOs. For Ms. Brennan, the amount also reflects $420,281 received in 2023 under the LaSalle Cash LTIP for vesting of prior awards provisions that we used to determine executive compensation under our Stock Award and Incentive Plan, although within our Company we commonly refer to these payments as our “bonuses.” Consistent with previous years’ disclosures in our Proxy Statements, the annual incentive amounts shown for 2015 were actually paid in 2016 but relate to the achievement of performance objectives established for 2015.received between 2019 through 2020.

(b) For Mr. Jacobson, the amount in this column includes $1,159,000 earned under the LaSalle LTIP for 2015, one-quarter of which ($289,750) is being paid in cash in 2016 and the other three quarters of which will be paid in cash in 2017, 2018 and 2019, respectively, assuming that he has not then previously terminated his employment at the time of the payment. We also show this amount separately in the table below under “Grants of Plan-Based Awards For 2015.”

(c)For Mr. Jacobson, the amount in this column includes $785,000 paid in connection with the award made under the GEB LTIP in lieu of restricted stock units. This award is discussed in more detail below in footnote (1)(b) under “Grants of Plan-Based Awards for 2015.”

(4)

The amount reported in theChange in Pension value and Nonqualified Deferred Compensation Earnings for Mr. Dyer for 2015 represents the difference between (i) $9,831,182, the present value of the accumulated Benefit under his Performance Incentive Compensation Agreement (PICA) as of December 31, 2015, and (ii) $8,223,620, the present value of the accumulated Benefit as of December 31, 2014.

The amount reported in the Change in Pension value and Nonqualified Deferred Compensation Earnings for Mr. Dyer for 2014 represents the difference between (i) $8,223,620, the present value of the accumulated Benefit under his Performance Incentive Compensation Agreement (PICA) as of December 31, 2014, and (ii) $7,120,275, the present value of the accumulated Benefit as of December 31, 2013.

The Benefit did not become vested until September 2014, when the conditions necessary for Mr. Dyer to receive any Benefit under the PICA were met for the first time.

The value of the Benefit, which is now vested, may fluctuate significantly from year to year depending on a number of factors, including years of service and the Final Average Annual Incentive. For additional information, see “CEO Performance Incentive Compensation Agreement” above in the CD&A.

(5)

(a) Theother amounts in this column reflect the All Other Compensation with respectthe details for 2023 referenced in the table below. Amounts were converted to 2015 reflect:USD using December 31, 2023 currency conversion rate.

 

(i)     Matching contributions by JLL to the Savings and Retirement Plan (qualified under Section 401(k) of the IRC) of $10,600 for each of Mr. Dyer, Mr. Jacobson, and Mr. O’Brien;

(ii)    For Mr. Hughes, transportation allowances of $22,358, international expatriate housing, living, leave airfare, club and education expense reimbursements in total of $379,398, a pension contribution of $22,124 and insurance premiums of $4,641;

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(iii)    For Mr. Ulbrich, transportation allowances of $37,979, a pension contribution of $16,626 and allowances for insurance premiums of $3,837;All other compensation

 

(iv)    Premiums paid on life insurance policies and healthcare incentive bonuses under our health plan in the aggregate of $2,107 for Mr. Dyer, $850 for Ms. Kelly, $950 for Mr. Jacobson and $1,050 for Mr. O’Brien; and

		401(k) Match and Pension Contribution		Life, Healthcare and Healthcare Bonus		Ex-Pat GUG and Tax Equalization(1)		Tax Preparation Services		Total
Christian Ulbrich		$28,222		$0		$0		$6,825		$35,047
Karen Brennan		$13,200		$380		153,602		$3,813		$170,995
Yishai Lerner		$13,200		$508		$0		$0		$13,708
Neil Murray		$0		$508		$0		$0		$508
Mihir Shah		$13,200		$508		$0		$0		$13,708

 

(v)     Reimbursement for tax advice and expatriate tax equalization of $6,516 for Mr. Jacobson.

(1)

For Ms. Brennan, amount represents the incremental cost to JLL of tax equalization and other related payments associated with her long-term assignment to the United Kingdom, all in accordance with the Company’s standard policies. Per JLL’s standard policy, expatriate benefits and reimbursements are discontinued at the end of an assignment. However, tax equalization and other tax-related payments may continue, but only to the extent that liabilities related to the foreign assignment are incurred.

 

(b) In each of June and December of 2015, at the same time that the Company paid a semi-annual cash dividend of $0.29 per share and $0.27 per share, respectively, of its outstanding Common Stock, the Company also paid a dividend equivalent of the same amount on each outstanding unvested restricted stock unit. The amounts shown in this column include the dividend equivalents that were paid on restricted stock units held by Mr. Dyer in the total amount of $34,465, Ms. Kelly in the total amount of $12,249, Mr. Hughes in the total amount of $15,764, Mr. Jacobson in the total amount of $7,931, Mr. O’Brien in the total amount of $9,672, and Mr. Ulbrich in the total amount of $13,006. We do not include dividends paid on shares that have previously vested and may still be held by the Named Executive Officers in personal brokerage accounts.

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Grants of Plan-Based Awards For 2015

plan-based awards for 2023

 

The following table sets forth information about stock and cash awards, the totals of which are reflected in the Summary Compensation Table above, that we made to the Named Executive OfficersNEOs under our 2023 AIP and our existing Stock Award and Incentive Plan,Plans (SAIP), including under the GEB LTIP and the LaSalle LTIP. We did not grant any new stock options to the Named Executive Officers in 2015 and do not anticipate doing so during 2016.

 

	Grant	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or	All Other Option Awards: Number of Securities Underlying	Exercise or Base Price of Option	Grant Date Fair Value of Stock and Option
Name	Date	Threshold	Target	Maximum	Threshold	Target	Maximum	Units (2)	Options	Awards	Awards
Colin Dyer	3/12/15	—	—	—	—	—	—	4,654	—	—	$750,000
	2/24/16	—	—	—	—	—	—	26,333	—	—	$2,746,000
Totals:								30,987			$3,496,000
Christie B. Kelly	2/25/15	—	—	—	—	—	—	2,455	—	—	$400,000
	2/24/16	—	—	—	—	—	—	14,576	—	—	$1,520,000
Totals:								17,031			$1,920,000
Alastair Hughes	2/25/15	—	—	—	—	—	—	2,455	—	—	$400,000
	2/24/16	—	—	—	—	—	—	14,576	—	—	$1,520,000
Totals:								17,031			$1,920,000
Jeff A. Jacobson	2/24/16(a)	$1,159,000	$1,159,000	$1,159,000	—	—	—	—	—	—	—
	2/24/16(b)	$785,000	$785,000	$785,000	—	—	—	—	—	—	—
	2/25/15	—	—	—	—	—	—	1,841	—	—	$300,000
Totals:			$1,944,000					1,841			$300,000
Gregory P. O’Brien	2/25/15	—	—	—	—	—	—	2,455	—	—	$400,000
	2/24/16	—	—	—	—	—	—	14,576	—	—	$1,520,000
Totals:								17,031			$1,920,000
Christian Ulbrich	2/25/15	—	—	—	—	—	—	2,455	—	—	$400,000
	2/24/16	—	—	—	—	—	—	14,576	—	—	$1,520,000
Totals:								17,031			$1,920,000

				Estimated future payouts under non-equity incentive plan awards(1)								Estimated future payouts under equity incentive plan awards(2)
		Grant Date		Type of Award		Threshold		Target		Maximum		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units(3)		Grant Date Fair Value of Stock Awards(4)
Christian Ulbrich		—		AIP		$1,500,000		$3,000,000		$4,500,000		—		—		—		—		—
		4/5/2023		PSU		—		—		—		21,250		42,499		63,749		—		$5,794,957
		4/5/2023		RSU		—		—		—		—		—		—		20,932		$2,893,221
Karen Brennan		—		AIP		$750,000		$1,500,000		$2,250,000		—		—		—		—		—
		4/5/2023		PSU		—		—		—		4,904		9,807		14,711		—		$1,337,239
		4/5/2023		RSU		—		—		—		—		—		—		4,831		$667,741
Yishai Lerner		—		AIP		$960,000		$1,920,000		$2,880,000		—		—		—		—		—
		4/5/2023		PSU		—		—		—		6,277		12,554		18,831		—		$1,711,804
		4/5/2023		RSU		—		—		—		—		—		—		6,183		$854,614
Neil Murray		—		AIP		$900,000		$1,800,000		$2,700,000		—		—		—		—		—
		4/5/2023		PSU		—		—		—		5,885		11,769		17,654		—		$1,604,764
		4/5/2023		RSU		—		—		—		—		—		—		5,797		$801,261
Mihir Shah		—		AIP		$960,000		$1,920,000		$2,880,000		—		—		—		—		—
		4/5/2023		PSU		—		—		—		6,277		12,554		18,831		—		$1,711,804
		4/5/2023		RSU		—		—		—		—		—		—		6,183		$854,614

	(1)	LaSalle Long-Term IncentiveRepresents threshold, target and maximum payouts under our 2023 AIP. The AIP awards 50% of the target bonus amount for threshold performance, 100% for target performance and 150% for maximum performance. Applying the Leadership Multiplier, the initial calculated award can be adjusted in a range between a minimum of 80% and a maximum of 120% of the calculated award.
(2)	The GEB LTIP awards 50% of the target number of PSUs for threshold performance, 100% for target performance, 150% for maximum performance, and are forfeited for performance below threshold. The PSUs vest after the three-year performance period based on JLL’s performance against the defined metric(s). Treatment of 2023 PSUs at different exit scenarios is as follows: death or disability — fully vest at target and are settled within 60 days; voluntarily resign or are involuntarily terminated with or without cause — forfeited; retirement (as defined under the SAIP) — continue to vest based on actual performance at the end of the performance period, subject to a signed restrictive covenant agreement.
(3)	RSUs are treated as follows at different exit scenarios: death or disability — fully vest at amount award and are settled within 60 days; voluntarily resign or are involuntarily terminated with or without cause — forfeited; retirement (as defined under the SAIP) — continue to vest as scheduled, subject to a signed restrictive covenant agreement.
(4)	The amounts we report in this column reflect the grant date fair values of stock awards made to our NEOs computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation Program— Stock Compensation. If the outcome of the performance conditions as of grant date had been maximum performance, then the grant date fair value of the PSUs would have been as follows: Mr. Ulbrich — $8,692,427; Ms. Brennan — $2,005,850; Mr. Lerner — $2,567,701; Mr. Murray — $2,407,143; and Mr. Shah — $2,567,701. See footnote 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for a discussion of the relevant assumptions used in calculating the amounts.

 

(a)    The amount in row (a) for this column reflects the cash award we made under the LaSalle LTIP in 2016 to Mr. Jacobson and that is subject to future vesting. The award relates to 2015 performance. Of the amount shown in the table, one quarter has been paid in cash in 2016 and one quarter will be paid in cash in each of 2017, 2018 and 2019 assuming that Mr. Jacobson has not then previously terminated his employment at the time of the payment. The amount shown for each of “Threshold,” “Target” and “Maximum” is the same because it has already been determined and does not charge based on future performance.

(b)    The amount in row (b) for this column reflects the award we made under the GEB LTIP. In lieu of restricted stock units, this amount will be notionally invested in a weighted average global return for LaSalle’s assets under management.

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(2)

Restricted Stock Units

The stock awards we report in this column represent the sum of restricted stock units awarded under our Stock Award and Incentive Plan (a) in connection with the GEB LTIP and (b) as explained in more detail below as additional grants in connection with the determination of the previous year’s annual incentives.

Additional information about each of these different types of

2023 outstanding equity awards is presented below.

(a)

Additional 2015 Restricted Stock Unit Grants Based on 2014 Strategic Objectives.

(i) During 2015, in connection with the determination of the 2014 annual incentives, the Named Executive Officers below were required to receive an amount greater than the minimum 15% of their annual incentive in the form of restricted stock units based upon the strategic objectives factors described in last year’s Compensation Discussion and Analysis. Consistent with our historical treatment in previous Proxy Statements, in order to avoid double-counting grants we made during 2014 and that were reported in the Summary Compensation Table in this Proxy Statement, we didnot include these particular 2015 grants in the above table but noted that we would instead report them in the Summary Compensation Table of the Proxy Statement for our 2016 Annual Meeting. Accordingly, the initial values of the restricted stock units are provided in the table below and are reflected within the stock award values shown in the above Summary Compensation Table.

Name	Number of Restricted Stock Units	Value of Restricted Stock Units Based on Grant Date Closing Price
Colin Dyer	4,654	$750,000
Christie B. Kelly	2,455	$400,000
Alastair Hughes	2,455	$400,000
Jeff A. Jacobson	1,841	$300,000
Gregory P. O’Brien	2,455	$400,000
Christian Ulbrich	2,455	$400,000

Except for Mr. Dyer, half of the restricted stock units vest February 25, 2018 and half vest February 25, 2020. For Mr. Dyer, half of the restricted stock units vest March 12, 2018 and half vest March 12, 2020. 50% of the net shares must be retained for an additional twelve months after they vest and before they may be sold.

(ii) Under the terms of the GEB Annual Incentive Plan effective for 2015, we are no longer issuing restricted stock units as part the annual incentives, which are now paid all in cash. Accordingly, all of the restricted stock units granted in respect of 2015 compensation have been under the GEB LTIP and therefore all will be reported in the above Summary Compensation Table given that there are no longer any double-counting issues.

(b)

Restricted Stock Units Paid under the GEB LTIP. The Named Executive Officers below received their 2015 annual GEB LTIP award (paid in 2016) in the form of restricted stock units (rounded up to the nearest whole share).

Name	Grant Date of Restricted Stock Units	Number of Restricted Stock Units	Closing Price Per Share of Common Stock on Grant Date	Value of Restricted Stock Units Based on Grant Date Closing Price
Colin Dyer	2/24/16	26,333	$104.28	$2,746,005
Christie B. Kelly	2/24/16	14,576	$104.28	$1,519,985
Alastair Hughes	2/24/16	14,576	$104.28	$1,519,985
Gregory P. O’Brien	2/24/16	14,576	$104.28	$1,519,985
Christian Ulbrich	2/24/16	14,576	$104.28	$1,519,985

All of these restricted stock units vest ratably over three years. 50% of the net shares must be retained for an additional twelve months after they vest and before they may be sold or transferred.

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Outstanding Equity Awards at Fiscal Year-End

fiscal year-end

 

The following table sets forth certain information concerning the number and value of unvested restricted stock units outstandingRSUs and PSUs as of December 31, 2015, when the price per share of our Common Stock at the close of trading on the NYSE was $159.86.2023. The stock awards reported in this table were all made under our existing Stock Award and Incentive Plan and represent (a) grants of mandatory and additional restricted stock units paid as part of our annual incentives and (b) restricted stock units paid under the GEB LTIP and the LaSalle LTIP.Plans. None of our Named Executive Officers has anyNEOs have outstanding stock options.

 

				Option Awards			Stock Awards
Name				Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Restricted Stock Units That Have Not Vested (#)	Market Value of Restricted Stock Units That Have Not Vested ($)
Colin Dyer				0	0	0	n/a	54,592	$8,727,077
Christie B. Kelly				0	0	0	n/a	21,559	$3,446,422
Alastair Hughes				0	0	0	n/a	25,832	$4,129,504
Jeff A. Jacobson				0	0	0	n/a	12,952	$2,070,507
Gregory P. O’Brien				0	0	0	n/a	17,120	$2,736,803
Christian Ulbrich				0	0	0	n/a	27,433	$4,385,439

		Number of Units of Stock That Have Not Vested(1)		Market Value of Units of Stock That Have Not Vested(2)		Equity Incentive Plan Awards: Number of Unearned PSUs That Have Not Vested(3)		Equity Incentive Plan Awards: Market Value of Unearned PSUs That Have Not Vested(2)
Christian Ulbrich		72,726		$13,735,760		56,715		$10,711,762
Karen Brennan		17,468		$3,299,181		13,088		$2,471,836
Yishai Lerner		24,175		$4,565,932		42,220		$7,974,091
Neil Murray		19,682		$3,717,339		15,706		$2,966,298
Mihir Shah		24,175		$4,565,932		42,220		$7,974,091

(1)	Vesting terms described below for unvested units. Includes the PSUs granted in 2021 that vested in 2024 at actual performance. See “GEB LTIP 2021-2023 PSU award results” at page 52.
(2)	The market value is based on the closing price of JLL common stock on the NYSE on December 29, 2023 which was $188.87. Markets were closed on December 31, 2023.
(3)	The PSUs granted in 2022 will vest in 2025 and reflect threshold performance, the PSUs granted in 2023 will vest in 2026 and reflect weighted average payout target performance, in each case after the three-year cumulative performance period. Below are the vesting terms for unearned performance stock units.

 

	Unvested Units		Vesting on Feb 15, 2024		Vesting on March 31, 2024		Vesting on Feb 15, 2025		Vesting on Feb 15, 2026		Total
	Christian Ulbrich		12,639		25,151		14,004		20,932		72,726
	Karen Brennan		3,145		6,260		3,232		4,831		17,468
	Yishai Lerner		4,634		9,222		4,136		6,183		24,175
	Neil Murray		3,347		6,660		3,878		5,797		19,682
	Mihir Shah		4,634		9,222		4,136		6,183		24,175

	Unvested Performance Units		Vesting March 31, 2025		Vesting March 31, 2026		Milestone		Total
	Christian Ulbrich		14,216		42,499		—		56,715
	Karen Brennan		3,281		9,807		—		13,088
	Yishai Lerner		4,199		12,554		25,467	(1)	42,220
	Neil Murray		3,937		11,769		—		15,706
	Mihir Shah		4,199		12,554		25,467	(1)	42,220

(1)

50% vest upon achievement of the milestone, 25% on the first anniversary of achievement, and 25% on the second anniversary of achievement.

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Option Exercisesexercises and Stock Vested During 2015

stock vested during 2023

 

The following table sets forth information about grants of restricted stock units weRSUs and PSUs made prior to 2016 and2023 that vested in 2015.2023. None of the Named Executive OfficersNEOs exercised any options during 20152023, and none of them hashave any options still outstanding.

 

				Option Awards		Stock Awards
Name				Number of Shares Acquired on Exercise (#)	Value Realized Upon Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)
Colin Dyer				0	0	24,246	$4,025,927
Alastair Hughes				0	0	4,962	$853,775
Jeff A. Jacobson				0	0	4,026	$657,877
Christie B. Kelly				0	0	651	$97,181
Gregory P. O’Brien				0	0	313	$53,523
Christian Ulbrich				0	0	10,726	$1,762,870

		Stock Awards
		Number of Shares Acquired on Vesting(1)		Value Realized on Vesting(2)
Christian Ulbrich		46,911		$6,624,771
Karen Brennan		9,914		$1,484,799
Yishai Lerner		21,207		$3,027,522
Neil Murray		11,277		$1,592,538
Mihir Shah		21,207		$3,027,522

(1)

(1)Number of shares shown represents the total number of shares vested, including shares withheld for tax obligations, if applicable.

(2)

Values shown represent the per share closing price of our Common Stock on the NYSE onfor the respective vesting dates for the restricted stock unitsshares indicated. UnitsShares shown in the table vested on February 23, 2015,January 17, 2023, with a related price per share of $163.81, on July 1, 2015 with a related share price of $171.00, on July 3, 2015$177.16 (Mr. Lerner - 909 shares and Mr. Shah - 909 shares); March 31, 2023, with a related price per share of $173.27, or on August 25, 2015,$141.22 (Mr. Ulbrich - 46,911 shares, Ms. Brennan - 6,605 shares, Mr. Lerner - 20,298 shares, Mr. Murray - 11,277 shares, and Mr. Shah - 20,298 shares); July 15, 2023, with a relatedprice per share price of $149.28.$166.83 (Ms. Brennan - 3,309 shares).

 

Retirement Benefits

benefits

 

We doFor 2023, we did not have a defined benefit retirement plan for any of our Named Executive Officers, except under the limited circumstances we describe below in the case of Mr. Hughes.NEOs. All of the Company’sJLL contributions we describe below are reflected in the 2023 Summary Compensation Table on page 57 under the column “All Other Compensation.”

Colin Dyer, Christie B. Kelly, Jeff A. Jacobson and Gregory P. O’Brien. As employees within the United States,U.S., each of Mr. Dyer, Ms. Kelly, Mr. JacobsonBrennan, and Mr. O’Brien isMessrs. Lerner, Murray and Shah was eligible to participate in the United StatesU.S. Savings and Retirement Plan, a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code (the Code), on the same terms and conditions that apply to our U.S. employees generally. We provide additional information about the operation of our United States Savings and Retirement Plan in the Compensation Discussion and Analysis. The maximum annual matching contribution by the CompanyJLL for each person who participates in the 401(k) Plan, effective after such person has been employed for twelve months, for 2023 was $13,200.

Termination and change in control payments

Our Severance Pay Plan is currently $10,600.

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Table of Contents

Alastair Hughes. Consistent with the other agreements with senior-level employees in the United Kingdom that we put in place at the time of the merger in 1999 between our predecessor companies Jones Lang Wooten & Sons and LaSalle Partners, forming what is now known as JLL, an Employment Agreement with Mr. Hughes provides for usapplicable to make an annual contribution to an individual pension plan with a pension provider of Mr. Hughes’s choice. The amount of the contribution is based on age and different percentages of salary up to a maximum of £100,000. In 2015, the amounteach of our contribution was $22,124 (converted from Pounds Sterling at the December 30, 2015 exchange rate). Before Mr. Hughes took individual responsibility for his pension arrangements in 1995, he was a member of the Company’s U.K. Trust Pension Scheme, a defined benefit plan, from October 1993 to April 1995. As a result, there is a deferred pension due to Mr. Hughes when he reaches age 60 equal to £695 per year (as increased by a consumer price index capped at a 5% per year maximum from April 1995 to the date of his 60^th birthday).

Nonqualified Deferred Compensation

The following table sets forth certain information concerning the voluntary participation by certainNEOs, as members of our Named Executive Officers in our U.S. Deferred Compensation Plan, a Plan to which employees who are taxpayers in the United States may provide contributions but to which the Company itself does not make any contributions. We provide additional information about this Plan in the Compensation Discussion and Analysis. Amounts shown below are as of December 31, 2015. Since they are not U.S. taxpayers, neither of Messrs. Hughes nor Ulbrich is eligible to participate in this Plan.

Name	Executive Contributions in Last Fiscal Year	Registrant Contributions in Last Fiscal Year	Aggregate Earnings (Losses) in Last Fiscal Year	Aggregate Withdrawals or Distributions	Aggregate Balance at Last Fiscal Year End
Colin Dyer	$0	$0	$5,100	$0	$2,747,154
Jeff A. Jacobson	$0	$0	$1,287	$0	$101,537

Termination and Change in Control PaymentsGEB.

 

The following tables provide a summary of the approximate amounts that we would be obligated to pay to each of our Named Executive Officers,NEOs following or in connection with a termination that results from:

 

Voluntary termination by the Named Executive Officer;

•	Voluntary termination by the Named Executive Officer;
•	Involuntary termination of the Named Executive Officer;
•	Retirement, including the definition of retirement under our Stock Award and Incentive Plans; or
•	A change in control of JLL.

 

Involuntary termination of the Named Executive Officer;

Retirement, or

A change in control of the Company.

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Christian Ulbrich

Table of Contents 

Colin Dyer

Element of Compensation	Voluntary Termination	Involuntary Termination (no cause)	Retirement Upon Rule of 65	Upon Change in Control Event (CIC)	CIC - Constructive Termination	CIC - Involuntary Termination		Voluntary Termination		Involuntary Termination (no cause)		Qualified Retirement		Upon Change in Control (CIC)		CIC - Involuntary Termination
Cash Severance Benefit(1)	$—	$6,290,000 (a)	$—		$6,290,000 (b)	$6,290,000		$—		$7,071,856		$—		$—		$15,215,569
Vacation Pay	$—							$—		$—		$—		$—		$—
Benefit Continuation	$—	$18,675	$—		$18,675			$—		$—		$—		$—		$—
Deferred Compensation Balance	$2,747,154 (c)	$2,747,154		$—	$2,747,154			$—		$—		$—		$—		$—
Annual Incentive Awards	$—	$5,540,000 (d)	$—		$5,540,000
Retirement Plan Benefits	$10,268,882 (e)	$10,268,882		$—	$10,268,882			$—		$—		$—		$—		$—
Long Term Incentive Awards
– Stock Options	$—
– Restricted Shares (g)	$7,175,636 (h)	$3,378,641	$7,175,636	$4,404,143(f)	$4,404,143	$10,095,958
– Cash	$1,160,000 (h)	$1,160,000
Excise Tax Gross Up	$—
- Stock Options								$—		$—		$—		$—		$—
- Restricted Shares								$—		$—		$19,603,340(2)		$—		$27,228,821(3)
- Cash								$—		$—		$—		$—		$—
Outplacement Services	$—	$15,000	$—		$15,000			$—		$—		$—		$—		$25,000
Total Value of Payments	$21,351,672	$29,418,352	$21,351,672	$5,564,143	$30,443,854	$36,135,669		$—		$7,071,856		$19,603,340		$—		$42,469,390

 

Notes:

(1)	(a)	InvoluntaryIn the event of an involuntary termination provides currentof employment of the NEO by the employer (other than for certain reasons specified in the Severance Pay Plan) other than during the twenty-four (24) month period following a change of control (as defined in the change of control agreement with the NEO), then the NEO will be entitled to receive the following payments pursuant to the Severance Pay Plan: (i) 54 weeks of per annum base salary, (ii) one times the NEO’s AIP target opportunity for the year of termination, and (iii) a pro-rated portion of the NEO’s AIP target opportunity for the year of termination based upon the portion of the year during which the NEO is employed. In the event of a termination during the twenty-four (24) month period following a change of control, then the NEO will be entitled to receive the following cash severance benefits under our standard Company Severance Pay Plan. Other than aspursuant to the resultNEO’s change of control agreement: (i) a multiple of three times 54 weeks of per annum base salary for the year of termination, (ii) a multiple of three times the NEO’s AIP target opportunity for the year of termination, and (iii) a pro-rated portion of the severance benefit we describe above, we do not have any additional or enhanced severance benefitsNEO’s AIP target opportunity for anythe year of termination based upon the portion of the year during which the NEO is employed.
(2)	Assumes Mr. Ulbrich’s date of termination is December 31, 2023, and the price per share of our Named Executive Officers that would result fromcommon stock on the date of termination is $188.87 (which was the price per share of our common stock at the close of trading on the NYSE on December 29, 2023 as December 31, 2023 was a non-trading day). All outstanding unvested restricted stock units held by Mr. Ulbrich will vest as scheduled. All outstanding PSUs are included assuming their projected payout levels as of fiscal year end are achieved.
(3)	Assumes a change in control overhas occurred, Mr. Ulbrich has incurred an involuntary termination of service without cause as of December 31, 2023, and the Company.price per share of our common stock on the date of termination is $188.87 (which was the price per share of our common stock at the close of trading on the NYSE on December 29, 2023 as December 31, 2023 was a non-trading day). All outstanding unvested RSUs held by Mr. Ulbrich will vest in full as of December 31, 2023. The pro-rata portion of any PSUs for any performance period that was in effect at December 31, 2023, are included at full payout assuming target performance is achieved.

 

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Change

Karen Brennan

Element of Compensation		Voluntary Termination		Involuntary Termination (no cause)		Qualified Retirement		Upon Change in Control (CIC)		CIC - Involuntary Termination
Cash Severance Benefit(1)		$—		$3,519,231		$—		$—		$4,528,846
Vacation Pay		$—		$—		$—		$—		$—
Benefit Continuation		$—		$23,358		$—		$—		$23,358
Deferred Compensation Balance		$—		$—		$—		$—		$—
Long Term Incentive Awards(2)
- Stock Options		$—		$—		$—		$—		$—
- Restricted Shares		$—		$—		$—		$—		$6,414,592(3)
- Cash		$—		$—		$—		$—		$—
Outplacement Services		$—		$25,000		$—		$—		$25,000
Total Value of Payments		$—		$3,567,589		$—		$—		$10,991,79

Notes:

(1)	In the event of an involuntary termination of employment of the NEO by the employer (other than for certain reasons specified in the Severance Pay Plan) other than during the twenty-four (24) month period following a change of control (as defined in the change of control agreement with the NEO), then the NEO will be entitled to receive the following payments pursuant to the Severance Pay Plan: (i) 54 weeks of per annum base salary, (ii) one times the NEO’s AIP target opportunity for the year of termination, and (iii) a pro-rated portion of the NEO’s AIP target opportunity for the year of termination based upon the portion of the year during which the NEO is employed. In the event of a termination during the twenty-four (24) month period following a change of control, then the NEO will be entitled to receive the following cash severance benefits would result frompursuant to the continuationNEO’s change of control agreement: (i) a multiple of three times 54 weeks of per annum base salary for the year of termination, (ii) a multiple of one and a half times the NEO’s AIP target opportunity for the year of termination, and (iii) a pro-rated portion of the Company’s standard Severance Pay Plan following change in control. Other than asNEO’s AIP target opportunity for the resultyear of termination based upon the portion of the severance benefit we describe above,year during which the Company does not provide any additional or enhancedNEO is employed.
(2)	Assumes the date of termination for Ms. Brennan is December 31, 2023, and the price per share of our common stock on the date of termination is $188.87 (which was the price per share of our common stock at the close of trading on the NYSE on December 29, 2023 as December 31, 2023 was a non-trading day). All outstanding unvested RSUs held by Ms. Brennan will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved.
(3)	Assumes a change in control benefits.has occurred, Ms. Brennan has incurred an involuntary termination of service without cause as of December 31, 2023, and the price per share of our common stock on the date of termination is $188.87 (which was the price per share of our common stock at the close of trading on the NYSE on December 29, 2023 as December 31, 2023 was a non-trading day). All outstanding unvested RSUs held by Ms. Brennan will vest in full as of December 31, 2023. The pro-rata portion of any PSUs for any performance period that was in effect at December 31, 2023, are included at full payout assuming target performance is achieved.

 

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Deferred Compensation Benefits reflect

Yishai Lerner

Element of Compensation		Voluntary Termination		Involuntary Termination (no cause)		Qualified Retirement		Upon Change in Control (CIC)		CIC - Involuntary Termination
Cash Severance Benefit(1)		$—		$4,359,231		$—		$—		$5,578,846
Vacation Pay		$—		$—		$—		$—		$—
Benefit Continuation		$—		$28,234		$—		$—		$28,234
Deferred Compensation Balance		$—		$—		$—		$—		$—
Long Term Incentive Awards(2)
- Stock Options		$—		$—		$—		$—		$—
- Restricted Shares		$—		$—		$—		$—		$13,368,407(3)
- Cash		$—		$—		$—		$—		$—
Outplacement Services		$—		$25,000		$—		$—		$25,000
Total Value of Payments		$—		$4,412,465		$—		$—		$19,000,486

Notes:

(1)	In the valueevent of fully-vested employee contributionsan involuntary termination of employment of the NEO by the employer (other than for certain reasons specified in the Severance Pay Plan) other than during the twenty-four (24) month period following a change of control (as defined in the change of control agreement with the NEO), then the NEO will be entitled to receive the following payments pursuant to the Company’s Nonqualified Deferred Compensation PlanSeverance Pay Plan: (i) 54 weeks of per annum base salary, (ii) one times the NEO’s AIP target opportunity for the year of termination, and (iii) a pro-rated portion of the NEO’s AIP target opportunity for the year of termination based upon the portion of the year during which the NEO is employed. In the event of a termination during the twenty-four (24) month period following a change of control, then the NEO will be entitled to receive the following cash severance benefits pursuant to the NEO’s change of control agreement: (i) a multiple of three times 54 weeks of per annum base salary for the year of termination, (ii) a multiple of one and a half times the NEO’s AIP target opportunity for the year of termination, and (iii) a pro-rated portion of the NEO’s AIP target opportunity for the year of termination based upon the portion of the year during which the NEO is employed.
(2)	Assumes Mr. Lerner’s date of termination is December 31, 2023, and the price per share of our common stock on the date of termination is $188.87 (which was the price per share of our common stock at the close of trading on the NYSE on December 29, 2023 as December 31, 2023 was a non-trading day). All outstanding unvested RSUs held by Mr. Lerner will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved.
(3)	Assumes a change in control under our Stock Award and Incentive Plans has occurred, Mr. Lerner has incurred an involuntary termination of service without cause as of December 31, 2015. Specific distribution elections may result2023, and the price per share of our common stock on the date of termination is $188.87 (which was the price per share of our common stock at the close of trading on the NYSE on December 29, 2023 as December 31, 2023 was a non-trading day). All outstanding unvested RSUs held by Mr. Lerner will vest in payments over afull as of December 31, 2023. The pro-rata portion of any PSUs for any performance period and notthat was in a lump sum as described within the table.effect at December 31, 2023, are included at full payout assuming target performance is achieved.

 

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Short-term incentive awards are based on actual Company, business segment and individual performance prorated

Neil Murray

Element of Compensation		Voluntary Termination		Involuntary Termination (no cause)		Qualified Retirement		Upon Change in Control (CIC)		CIC - Involuntary Termination
Cash Severance Benefit(1)		$—		$4,119,231		$—		$—		$5,278,846
Vacation Pay		$—		$—		$—		$—		$—
Benefit Continuation		$—		$28,850		$—		$—		$28,850
Deferred Compensation Balance		$—		$—		$—		$—		$—
Long Term Incentive Awards(2)
- Stock Options		$—		$—		$—		$—		$—
- Restricted Shares		$—		$—		$—		$—		$7,452,621(3)
- Cash		$—		$—		$—		$—		$—
Outplacement Services		$—		$25,000		$—		$—		$25,000
Total Value of Payments		$—		$4,173,081		$—		$—		$12,785,317

Notes:

(1)	In the event of an involuntary termination of employment of the NEO by the employer (other than for certain reasons specified in the Severance Pay Plan) other than during the twenty-four (24) month period following a change of control (as defined in the change of control agreement with the NEO), then the NEO will be entitled to receive the following payments pursuant to the Severance Pay Plan: (i) 54 weeks of per annum base salary, (ii) one times the NEO’s AIP target opportunity for the period employedyear of termination, and (iii) a pro-rated portion of the NEO’s AIP target opportunity for the year of termination based upon the portion of the year during which the NEO is employed. In the event of a termination during the twenty-four (24) month period following a change of control, then the NEO will be entitled to receive the following cash severance benefits pursuant to the NEO’s change of control agreement: (i) a multiple of three times 54 weeks of per annum base salary for the year at time of termination. The amount showntermination, (ii) a multiple of one and a half times the NEO’s AIP target opportunity for the year of termination, and (iii) a pro-rated portion of the NEO’s AIP target opportunity for the year of termination based upon the portion of the year during which the NEO is an estimate basedemployed.
(2)	Assumes Mr. Murray’s date of termination is December 31, 2023, and the price per share of our common stock on the operationdate of termination is $188.87(which was the Company’s standard Severance Pay Plan.price per share of our common stock at the close of trading on the NYSE on December 29, 2023 as December 31, 2023 was a non-trading day). All outstanding unvested RSUs held by Mr. Murray will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved.
(3)	Assumes a change in control has occurred, Mr. Murray has incurred an involuntary termination of service without cause as of December 31, 2023, and the price per share of our common stock on the date of termination is $188.87 (which was the price per share of our common stock at the close of trading on the NYSE on December 29, 2023 as December 31, 2023 was a non-trading day). All outstanding unvested RSUs held by Mr. Murray will vest in full as of December 31, 2023. The pro-rata portion of any PSUs for any performance period that was in effect at December 31, 2023, are included at full payout assuming target performance is achieved.

 

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Includes a December 31, 2015 present value

Mihir Shah

Element of Compensation		Voluntary Termination		Involuntary Termination (no cause)		Qualified Retirement		Upon Change in Control (CIC)		CIC - Involuntary Termination
Cash Severance Benefit(1)		$—		$4,359,231		$—		$—		$5,578,846
Vacation Pay		$—		$—		$—		$—		$—
Benefit Continuation		$—		$26,730		$—		$—		$26,730
Deferred Compensation Balance		$—		$—		$—		$—		$—
Long Term Incentive Awards(2)
- Stock Options		$—		$—		$—		$—		$—
- Restricted Shares		$—		$—		$—		$—		$13,368,407(3)
- Cash		$—		$—		$—		$—		$—
Outplacement Services		$—		$25,000		$—		$—		$25,000
Total Value of Payments		$—		$4,410,961		$—		$—		$18,998,983

Notes:

(1)

In the event of $9,831,182an involuntary termination of employment of the NEO by the employer (other than for the CEO Performance Incentive Compensation Agreement. This agreement is describedcertain reasons specified in the “Additional Compensation Elements” section. Also includesSeverance Pay Plan) other than during the fully vested 401(k) Savings and Retirement Plan balance astwenty-four (24) month period following a change of December 31, 2015.

(f)

Company equity awards granted prior to 2013 become fully vested upon on change in control as(as defined in the applicable award agreementschange of control agreement with the NEO), then the NEO will be entitled to receive the following payments pursuant to the Severance Pay Plan: (i) 54 weeks of per annum base salary, (ii) one times the NEO’s AIP target opportunity for the year of termination, and plan documents. As described in more detail above in this Proxy Statement, effective beginning in 2013, equity grants under our long-term incentive compensation plans have(iii) a “double trigger” inpro-rated portion of the caseNEO’s AIP target opportunity for the year of termination based upon the portion of the year during which the NEO is employed. In the event of a termination during the twenty-four (24) month period following a change inof control, (namelythen the executive’s employment mustNEO will be terminated afterentitled to receive the following cash severance benefits pursuant to the NEO’s change inof control in orderagreement: (i) a multiple of three times 54 weeks of per annum base salary for the restricted stock to vest on an accelerated basis).year of termination, (ii) a multiple of one and a half times the NEO’s AIP target opportunity for the year of termination, and (iii) a pro-rated portion of the NEO’s AIP target opportunity for the year of termination based upon the portion of the year during which the NEO is employed.

(2)

(g)

The valueAssumes Mr. Shah’s date of unvested restricted stock units outstanding as oftermination is December 31, 2015, when2023, and the price per share of our common stock on the date of termination is $188.87 (which was the price per share of our Common Stock at the close of trading on the NYSE on December 29, 2023 as December 31, 2023 was $159.86.

(h)

Retirement Rule of 65 has been met and sharesa non-trading day). All outstanding unvested RSUs held by Mr. Shah will continue to vest if voluntary termination occurs. Assumes the required non-solicitation/non-competition agreement will have been received.

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Table of Contents

Christie B. Kelly

Element of Compensation	Voluntary Termination	Involuntary Termination (no cause)	Retirement Upon Rule of 65	Upon Change in Control Event (CIC)	CIC - Constructive Termination	CIC - Involuntary Termination
Cash Severance Benefit	$—	$3,632,000 (a)	$—	$—	$3,632,000  (b)	$3,632,000
Vacation Pay	$—	$—	$—	$—	$—	$—
Benefit Continuation	$—	$21,639	$—	$—	$21,639	$21,639
Deferred Compensation Balance	$—	$—	$—	$—	$—	$—
Annual Incentive Awards	$—	$3,232,000 (c)	$—	$—	$3,232,000	$3,232,000
Retirement Plan Benefits	$—	$—	$—	$—	$—	$—
Long Term Incentive Awards	$—	$—	$—	$—	$—	$—
– Stock Options	$—		$—	$—	$—	$—
– Restricted Shares (e)	$—	$2,221,095	$5,189,056	$2,904,177 (d)	$2,904,177	$5,776,541
– Cash	$—	$299,000	$299,000	$299,000	$299,000	$299,000
Excise Tax Gross Up	$—	$—	$—	$—	$—	$—
Outplacement Services	$—	$15,000	$—	$—	$15,000	$15,000
Total Value of Payments	$—	$9,420,734	$5,488,056	$3,203,177	$10,103,816	$12,976,180

Notes:

(a)

Involuntary termination provides current severance benefits under our standard Company Severance Pay Plan. Other than as the result of the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our Named Executive Officers that would result fromAssumes a change in control over the Company.

(b)

Change in control severance benefits would result from the continuationhas occurred, Mr. Shah has incurred an involuntary termination of the Company’s standard Severance Pay Plan following a change in control. Other than as the result of the severance benefit we describe above, the Company does not provide any additional or enhanced change in control benefits.

(c)

Short-term incentive awards are based on actual Company, business segment and individual performance prorated for the period employed during the year at time of termination. The amount shown is an estimate based on the operation of the Company’s standard Severance Pay Plan.

(d)

Company equity awards granted prior to 2013 become fully vested upon on change in control, as defined in the applicable award agreements and plan documents. As described in more detail above in this Proxy Statement, effective beginning in 2013, equity grants under our long-term incentive compensation plans have a “double trigger” in the case of a change in control (namely the executive’s employment must be terminated after the change in control in order for the restricted stock to vest on an accelerated basis).

(e)

The value of unvested restricted stock units outstandingservice without cause as of December 31, 2015, when2023, and the price per share of our Common Stockcommon stock on the date of termination is $188.87 (which was the price per share of our common stock at the close of trading on the NYSE on December 29, 2023 as December 31, 2023 was $159.86.

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Alastair Hughes

Element of Compensation	Voluntary Termination	Involuntary Termination (no cause)	Retirement Upon Rule of 65	Upon Change in Control Event (CIC)	CIC - Constructive Termination	CIC - Involuntary Termination
Cash Severance Benefit (a)	$—	$3,624,727 (b)	$—	$—	$3,624,727 (c)	$3,624,727
Vacation Pay	$—	$—	$—	$—	$—	$—
Benefit Continuation	$—	$—	$—	$—	$—	$—
Deferred Compensation Balance	$—	$—	$—	$—	$—	$—
Annual Incentive Awards	$—	$3,232,000 (d)	$—	$—	$3,232,000	$3,232,000
Retirement Plan Benefits	$—	$22,936 (e)	$—	$—	$22,936	$22,936
Long Term Incentive Awards
– Stock Options	$—	$—	$—	$—	$—	$—
– Restricted Shares (g)	$—	$1,791,071	$3,812,821	$2,279,284 (f)	$2,279,284	$5,346,518
– Cash	$—	$581,500	$581,500	$581,500	$581,500	$581,500
Excise Tax Gross Up	$—	$—	$—	$—	$—	$—
Outplacement Services	$—	$—	$—	$—	$—	$—
Total Value of Payments	$—	$9,252,234	$4,394,321	$2,860,784	$9,740,447	$12,807,681

Notes:

(a)

Base compensation usednon-trading day). All outstanding unvested RSUs held by Mr. Shah will vest in these calculationsfull as of December 31, 2023. The pro-rata portion of any PSUs for any performance period that was in effect at December 31, 2023, are included at full payout assuming target performance is stated in US currency using a conversion rate of 1USD to 1.41490 Singapore Dollars.achieved.

 

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Involuntary termination provides current severance benefits under our Severance Pay Plan, which may be selected as an alternative

Chief Executive Officer pay ratio disclosure

As a global organization, we had approximately 106,000 employees operating in over 80 countries at the end of 2023 (with approximately, 69,000 employees outside the U.S.). Our objective is to provide competitive compensation commensurate with each employee’s position and geographic location. The following ratio of our CEO’s annual total compensation to that of our median employee is provided pursuant to Item 402(u) of SEC Regulation S-K and Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Methodology for identifying the median employee

The Compensation Committee reviewed a comparison of our CEO’s annual total compensation in 2023 to that of the median employee’s annual total compensation for the same period.  We used salary as our consistently applied compensation measure to identify the median employee as of December 31, 2023. The majority of our employees receive a base salary (paid on an hourly, weekly, biweekly, or monthly basis) and some are eligible for commissions or an annual cash bonus. Other remuneration (such as stock) is not used for large portions of our employee population. As a result, we believe that base salary provides an accurate depiction of total earnings for the purpose of identifying our median employee. 

Further, as part of our methodology under the “de minimis” exemption, we excluded a total of 5,021 non-U.S. employees (approximately 4.7% of our total workforce) in 51 countries, as set forth in further detail on Annex B.

Pay ratio

After identifying the median employee, we calculated the median employee’s 2023 compensation. In accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (including personal benefits that aggregated less than $10,000). We used the same methodology to calculate the compensation of our Chief Executive Officer.

Using these calculations, our CEO received $12,041,383 and our median employee received approximately $54,571 in compensation in 2023. The pay ratio is 221:1.

We used reasonable estimates, assumptions, and methodologies to identify the median employee and calculate the pay ratio presented. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, the above disclosure may not be comparable to the pay ratio disclosure provided by other companies.

Pay versus performance

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as defined in Item 402(v)) and performance.

		Summary Compensation Table (SCT) Total for CEO(2) (b)		Compensation Actually Paid (CAP) for CEO(2) (c)						Value of Initial Fixed $100 Investment Based on(1)
Year (a)						Avg. SCT Total for Other NEOs(3) (d)		Avg. CAP to Other NEOs(3) (e)		TSR (f)		Peer Group TSR(4) (g)		Net Income(5) (h)		AIP Adjusted EBITDA(6) (i)
2023		$12,041,383		$10,618,248		$4,498,085		$3,656,659		$108.45		$141.85		$225		$913
2022		$12,055,766		$(7,762,831)		$4,314,685		$(4,756,923)		$91.54		$116.41		$655		$1,175
2021		$12,856,819		$33,148,609		$8,187,795		$16,619,834		$154.71		$168.68		$962		$1,228
2020		$8,282,033		$6,272,873		$4,981,037		$3,770,266		$85.23		$98.15		$403		$714

(1)	Pursuant to the “Garden Leave” provisions under Mr. Hughes’ employment arrangements. This benefit assumes no additional expense related to reimbursement of other personal allowances currently extended to Mr. Hughes. Other than as the resultrules of the severance benefit we describe above, we doSEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not have any additional or enhanced severance benefitsnecessarily indicative of future stock price performance.
(2)	The CEO for anyeach of the fiscal years is Mr. Ulbrich. For 2023, our Named Executive Officers that would result fromother NEOs include Ms. Brennan and Messrs. Lerner, Murray and Shah. For 2022 and 2021, our other NEOs include Ms. Brennan and Messrs. O’Brien, Lerner and Shah. For 2020, our other NEOs include Mses. Stephanie Plaines and Patricia Maxson and Messrs. O’Brien, Lerner, Shah, and Jeff Jacobson.
(3)	The following adjustments relating to equity awards were made to total compensation for each year to determine compensation actually paid:

(4)	Peer Group TSR represents the cumulative TSR of a changecustomized group comprised of (1) CBRE Group Inc. (CBRE), a global commercial real estate services company publicly traded in control over the Company.U.S., (2) Cushman & Wakefield plc (CWK), a global commercial real estate services company publicly traded in the U.S., (3) Colliers International Group Inc. (CIGI), a global commercial real estate services company, publicly traded in the U.S., and (4) Savills plc (SVS.L), a real estate services company publicly traded on the London Stock Exchange. The Peer Group TSR assumes the value of a $100 investment on December 31, 2019.
(5)	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(6)	The Company believes Adjusted EBITDA is the financial performance measure most closely linked to the calculation of compensation actually paid. AIP Adjusted EBITDA is defined on page 48.

(1)	Pursuant to the rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.

(2)

The CEO for each of the fiscal years is Mr. Ulbrich. For 2023, our other NEOs include Ms. Brennan and Messrs. Lerner, Murray and Shah. For 2022 and 2021, our other NEOs include Ms. Brennan and Messrs. O’Brien, Lerner and Shah. For 2020, our other NEOs include Mses. Stephanie Plaines and Patricia Maxson and Messrs. O’Brien, Lerner, Shah, and Jeff Jacobson.

(3)	The following adjustments relating to equity awards were made to total compensation for each year to determine compensation actually paid:

 

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Change

Chief Executive Officer

	Year		SCT Total for CEO		Minus: Grant Date Fair Value of Equity Awards Granted During Applicable Year		Plus: Year-End Fair Value of Equity Awards Granted During Applicable Year		Plus: Change in Fair Value as of Year-End of Any Prior-Year Awards that Remain Unvested as of Year-End		Plus: Change in Fair Value as of Vesting Date of Any Prior-Year Awards that Vested During Applicable Year		Compensation Actually Paid
	2023		$12,041,383		$8,688,178		$10,214,256		$(2,100,454)		$(851,435)		$10,618,248
	2022		$12,055,766		$9,741,059		$4,725,115		$(13,364,160)		$(1,438,493)		$(7,762,831)
	2021		$12,856,819		$7,306,412		$13,489,870		$13,374,183		$734,149		$33,148,609
	2020		$8,282,033		$4,906,575		$7,076,122		$(3,958,415)		$(220,293)		$6,272,873

1.

Amounts set forth in control severance benefits would result fromthis table were computed in accordance with the continuationmethodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the Company’s standard Severance Pay Plan following change in control. Other than as the resultlast day of the severance benefit we describe above,fiscal year.

Other Named Executive Officers

	Year		SCT Total		Minus: Grant Date Fair Value of Equity Awards Granted During Applicable Year		Plus: Year-End Fair Value of Equity Awards Granted During Applicable Year		Plus: Change in Fair Value as of Year-End of Any Prior-Year Awards that Remain Unvested as of Year-End		Plus: Change in Fair Value as of Vesting Date of Any Prior-Year Awards that Vested During Applicable Year		Compensation Actually Paid
	2023		$4,498,085		$2,385,961		$2,805,032		$(1,009,410)		$(251,087)		$3,656,659
	2022		$4,314,685		$2,771,149		$1,344,130		$(6,730,314)		($914,275)		$(4,756,923)
	2021		$8,187,795		$4,616,761		$7,008,143		$5,637,019		$403,637		$16,619,834
	2020		$4,981,037		$1,800,436		$1,794,360		$(970,025)		$(234,670)		$3,770,266

1.

Amounts set forth in this table were computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(4)	Peer Group TSR represents the cumulative TSR of a customized group comprised of (1) CBRE Group Inc. (CBRE), a global commercial real estate services company publicly traded in the U.S., (2) Cushman & Wakefield plc (CWK), a global commercial real estate services company publicly traded in the U.S., (3) Colliers International Group Inc. (CIGI), a global commercial real estate services company, publicly traded in the U.S., and (4) Savills plc (SVS.L), a real estate services company publicly traded on the London Stock Exchange. The Peer Group TSR assumes the value of a $100 investment on December 31, 2019.
(5)	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(6)	The Company does not provide any additional or enhanced change in control benefits.believes Adjusted EBITDA is the financial performance measure most closely linked to the calculation of compensation actually paid. AIP Adjusted EBITDA is defined on page 48.

 

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Short-term incentive awards are based on actual Company, business segment and individual performance prorated for the period employed during the year at time of termination. The amount shown is an estimate based on the operation of the Company’s Severance Pay Plan.

Analysis of the information presented in the pay versus performance table

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

Tabular list of financial performance measures

The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s CEO and NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

•	AIP Adjusted EBITDA
•	AIP Adjusted EBITDA Margin
•	Free Cash Flow
•	U.S. GAAP Diluted EPS
•	Relative TSR

 

(e)

Retirement Plan Benefits do not reflect the value of the private pension arrangement Mr. Hughes has individually created using the annual pension allowance paid to him by the Company, as the assets are held in a personal account and are fully vested. The value represents the projected cost of one year of pension allowance. Retirement Plan Benefits used in this calculation is stated in U.S. currency using a conversion rate of 1USD to 0.654 British Pounds.

(f)

Company equity awards granted prior to 2013 become fully vested upon on a change in control, as defined in the applicable award agreements and plan documents. As described in more detail above in this Proxy Statement, effective beginning in 2013, equity grants under our long-term incentive compensation plans have a “double trigger” in the case of a change in control (namely the executive’s employment must be terminated after the change in control in order for the restricted stock to vest on an accelerated basis).

(g)

The value of unvested restricted stock units outstanding as of December 31, 2015, when the price per share of our Common Stock at the close of trading on the NYSE was $159.86.

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Proposal 3 - Approval of Contents

the Third Amended and Restated 2019 Stock Award and Incentive Plan

 

TerminationThe Board of Expatriate Assignment AgreementDirectors, upon recommendation of the Compensation Committee, has approved a further amendment and restatement of the Jones Lang LaSalle Incorporated Amended and Restated 2019 Stock Award and Incentive Plan (which we refer to as the Amended and Restated 2019 Plan), subject to approval by our shareholders at the 2024 Annual Meeting. Shareholders approved the Amended and Restated 2019 Plan at the 2021 Annual Meeting to increase the number of shares of JLL common stock (which we refer to as shares, unless otherwise noted) authorized for issuance under the original Jones Lang LaSalle Incorporated 2019 Stock Award and Incentive Plan (the 2019 Plan) by 550,000 shares and amend certain provisions of the plan. Shareholders approved the Second Amended and Restated 2019 Plan at the 2023 Annual Meeting to increase the number of shares by an additional 1,010,000 shares. We are now asking shareholders to approve a third amendment and restatement of the 2019 Plan to increase the number of shares reserved for issuance under the 2019 Plan by an additional 1,050,000 shares(the Third Amended and Restated 2019 Plan).

 

As disclosed in more detail in the Compensation Discussion and Analysis in the subsection entitled “Additional Compensation Elements,” Mr. Hughes has elected to step down from his role effective June 30, 2016. He has agreed to remain in his current role as the Asia Pacific CEO through June 30, 2016. As of such date, Mr. Hughes will cease being a memberThe Board recommends you vote FOR approval of the GEBThird Amended and his compensation as a memberRestated 2019 Stock Award and Incentive Plan.

Purpose of the GEBThird Amended and Restated 2019 Plan

The purpose of the Third Amended and Restated 2019 Plan is to attract, retain and motivate highly qualified employees and non-employee directors and to align their interests with those of JLL’s shareholders. Having an adequate number of shares available for issuance under the Third Amended and Restated 2019 Plan is an important factor in fulfilling these purposes.

Shares available under the Amended and Restated 2019 Plan

The Second Amended and Restated 2019 Plan, as of April 1, 2024, had approximately 983,143 shares available for issuance. The Compensation Committee expects that if the shareholders approve the Third Amended and Restated 2019 Plan, the number of shares available under that plan will cease. From July 1, 2016 through April 30, 2017, hebe sufficient for at least one additional year based on current expected equity grant practices. If the Third Amended and Restated 2019 Plan is not approved by our shareholders, the Second Amended and Restated 2019 Plan will continue in effect in its present form, and we will continue to be an employeegrant equity awards under the current terms of the Singapore affiliateSecond Amended and Restated 2019 Plan until the shares remaining available for issuance are exhausted, which the Compensation Committee estimates will occur in 2024 based on current expected equity grant practices. Failure of JLLour shareholders to approve the Third Amended and heRestated 2019 Plan also will be compensated atnot affect the raterights of Sing$400,000 per annum. Onexisting award holders under the closeSecond Amended and Restated 2019 Plan or under any previously granted awards under the 2019 Plan, as amended.

If approved by the shareholders, the Third Amended and Restated 2019 Plan increases the number of business on April 30, 2017, he will retire from JLLshares authorized for issuance of future awards under the Second Amended and all compensation will cease asRestated 2019 Plan by 1,050,000 shares, increasing the total number of that time. The provisions of his agreement supersede and replace in their entirety any notice or other “garden leave” provisionsshares that may exist in anybe issued under the Second Amended and Restated 2019 Plan from 983,143 shares to 2,033,143 shares. The shares that are available for issuance under the Second Amended and Restated 2019 Plan may increase to the extent outstanding awards are cancelled due to forfeiture of his previous agreements with us.awards or expiration of awards without exercise.

Background

 

In determining the eventnumber of additional shares of JLL common stock to be requested under the Third Amended and Restated 2019 Plan, the Compensation Committee considered the needs of JLL’s long-term incentive program and the potential dilution that he has not voluntarily terminated his employment priorawarding the requested shares may have on the existing shareholders. An independent compensation advisor assisted the Compensation Committee in determining the appropriate number of shares to June 30, 2016,be requested. The advisor examined a number of factors, including JLL’s run rate and that he has not been terminated by JLL for cause before such time, (i) he will receive a lump sum equivalentan overhang analysis, taking into account equity awards made under the Second Amended and Restated 2019 Plan to an amount he would otherwise be entitled to receive in respect of his employment as our Asia Pacific CEO as though he had been terminated involuntarily without cause (including a target bonus payment pro-rated through June 30, 2016 and calculated according to the regular terms of the GEB’s compensation plans), paid as soon as administratively feasible, and (ii) all then outstanding unvested restricted stock units and deferred cash awards will continue to vest according to their original schedules and will not be forfeited.

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Jeff A. Jacobson

Element of Compensation	Voluntary Termination	Involuntary Termination (no cause)	Retirement Upon Rule of 65	Upon Change in Control Event (CIC)	CIC - Constructive Termination	CIC - Involuntary Termination
Cash Severance Benefit	$—	$3,038,000 (a)	$—	$—	$3,038,000 (b)	$3,038,000
Vacation Pay	$—	$—	$—	$—	$—	$—
Benefit Continuation	$—	$21,426	$—	$—	$21,426	$21,426
Deferred Compensation Balance	$101,537 (c)	$101,537	$101,537	$—	$101,537	$101,537
Annual Incentive Awards	$—	$2,638,000 (d)	$—	$—	$2,638,000	$2,638,000
Retirement Plan Benefits	$988,589 (e)	$988,589	$988,589	$—	$988,589	$988,589
Long Term Incentive Awards
– Stock Options	$—	$—	$—	$—	$—	$—
– Restricted Shares (h)	$—	$1,092,643	$522,103	$1,740,076 (f)	$1,740,076	$1,740,076
– Cash (g)	$—	$4,421,300	$5,197,300	$5,197,300	$4,421,300	$5,197,300
Excise Tax Gross Up	$—	$—	$—	$—	$—	$—
Outplacement Services	$—	$15,000	$—	$—	$15,000	$15,000
Total Value of Payments	$1,090,126	$12,307,495	$6,809,529	$6,937,376	$12,954,928	$13,739,928

Notes:

(a)

Involuntary termination provides current severance benefits under our standard Company Severance Pay Plan. Other than as the result of the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our Named Executive Officers that would result from a change in control over the Company.

(b)

Change in control severance benefits would result from the continuation of the Company’s standard Severance Pay Plan following change in control. Other than as the result of the severance benefit we describe above, the Company does not provide any additional or enhanced change in control benefits.

(c)

Deferred Compensation Benefits reflect the value of fully-vested employee contributions to the Company’s Nonqualified Deferred Compensation Plan as of December 31, 2015. Specific distribution elections may result in payments over a period and not in a lump sum as described within the table.

(d)

Short-term incentive awards are based on actual Company, business segment and individual performance prorated for the period employed during the year at time of termination. The amount shown is an estimate based on the operation of the Company’s standard Severance Pay Plan.

(e)

Retirement Plan Benefits reflect the value of fully vested employee and employer contributions to the Company’s 401(k) Savings and Retirement Plan as of December 31, 2015.

(f)

Company equity awards granted prior to 2013 become fully vested upon on change in control, as defined in the applicable award agreements and plan documents. As described in more detail above in this Proxy Statement, effective beginning in 2013, equity grants under our long-term incentive compensation plans have a “double trigger” in the case of a change in control (namely the executive’s employment must be terminated after the change in control in order for the restricted stock to vest on an accelerated basis).

(g)

For 2015 awarded LTIP, in lieu of RSUs, LaSalle CEO will be notionally invested in a weighted average global return for LaSalle’s entire AUM. The cash amounts will follow same rules as the LTIP RSUs, however, distribution will follow the LaSalle restrictions.

(h)

The value of unvested restricted stock units outstanding as of December 31, 2015, when the price per share of our Common Stock at the close of trading on the NYSE was $159.86.

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Gregory P. O’Brien

Element of Compensation	Voluntary Termination	Involuntary Termination (no cause)	Retirement Upon Rule of 65	Upon Change in Control Event (CIC)	CIC - Constructive Termination	CIC - Involuntary Termination
Cash Severance Benefit	$—	$3,632,000 (a)	$—	$—	$3,632,000 (b)	$3,632,000
Vacation Pay	$—	$—	$—	$—	$—	$—
Benefit Continuation	$18,808	$18,808	$—	$18,808	$18,808	$18,808
Deferred Compensation Balance	$—	$—	$—	$—	$—	$—
Annual Incentive Awards	$—	$3,232,000 (c)	$—	$—	$3,232,000	$3,232,000
Retirement Plan Benefits	$733,679 (d)	$733,679	$733,679	$—	$733,679	$733,679
Long Term Incentive Awards	$—	$—	$—	$—	$—	$—
– Stock Options	$—		$—	$—	$—	$—
– Restricted Shares (f)	$—	$1,020,546	$4,198,243	$1,718,975 (e)	$1,718,975	$4,590,700
– Cash	$—	$206,000	$206,000	$206,000	$206,000	$206,000
Excise Tax Gross Up	$—	$—	$—	$—	$—	$—
Outplacement Services	$—	$15,000	$—	$—	$15,000	$15,000
Total Value of Payments	$733,679	$8,858,033	$5,137,922	$1,924,975	$9,556,462	$12,428,187

Notes:

(a)

Involuntary termination provides current severance benefits under our standard Company Severance Pay Plan. Other than as the result of the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our Named Executive Officers that would result from a change in control over the Company.

(b)

Change in control severance benefits would result from the continuation of the Company’s standard Severance Pay Plan following change in control. Other than as the result of the severance benefit we describe above, the Company does not provide any additional or enhanced change in control benefits.

(c)

Short term incentive awards are based on actual Company, business segment and individual performance prorated for the period employed during the year at time of termination. The amount shown is an estimate based on the operation of the Company’s standard Severance Pay Plan.

(d)

Retirement Plan Benefits reflect the value of fully vested employee and employer contributions to the Company’s 401(k) Savings and Retirement Plan as of December 31, 2015.

(e)

Company equity awards granted prior to 2013 become fully vested upon on change in control, as defined in the applicable award agreements and plan documents. As described in more detail above in this Proxy Statement, effective beginning in 2013, equity grants under our long-term incentive compensation plans have a “double trigger” in the case of a change in control (namely the executive’s employment must be terminated after the change in control in order for the restricted stock to vest on an accelerated basis).

(f)

The value of unvested restricted stock units outstanding as of December 31, 2015, when the price per share of our Common Stock at the close of trading on the NYSE was $159.86.

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Christian Ulbrich

Element of Compensation	Voluntary Termination	Involuntary Termination (no cause)	Retirement Upon Rule of 65	Upon Change in Control Event (CIC)	CIC - Constructive Termination	CIC - Involuntary Termination
Cash Severance Benefit (a)	$—	$3,601,959(b)	$—	$—	$3,601,959 (c)	$3,601,959
Vacation Pay	$22,318 (d)	$22,318	$22,318	$—	$22,318	$22,318
Benefit Continuation	$—	$—	$—	$—	$—	$—
Deferred Compensation Balance	$—	$—	$—	$—	$—	$—
Annual Incentive Awards	$—	$3,232,000 (e)	$—	$—	$3,232,000	$3,232,000
Retirement Plan Benefits	$—	$—	$—	$—	$—	$—
Long Term Incentive Awards
– Stock Options	$—	$—	$—	$—	$—	$—
– Restricted Shares (g)	$—	$1,894,661	$3,848,789	$2,412,287 (f)	$2,412,287	$5,479,521
– Cash	$—	$581,500	$581,500	$581,500	$581,500	$581,500
Excise Tax Gross Up	$—	$—	$—	$—	$—	$—
Outplacement Services	$—	$—	$—	$—	$—	$—
Total Value of Payments	$22,318	$9,332,438	$4,452,607	$2,993,787	$9,850,064	$12,917,298

Notes:

(a)

Base compensation used in these calculations is stated in US currency using a conversion rate of 1 USD to 0.91449 EUR.

(b)

Involuntary termination provides current severance benefits under our Severance Pay Plan, which may be selected as an alternative to the “Garden Leave” provisions under Mr. Ulbrich’s employment arrangements. This benefit assumes no additional expense related to reimbursement of other personal allowances currently extended to Mr. Ulbrich. Other than as the result of the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our Named Executive Officers that would result from a change in control over the Company.

(c)

Change in control severance benefits would result from the continuation of the Company’s Severance Pay Plan following change in control. Other than as the result of the severance benefit we describe above, the Company does not provide any additional or enhanced change in control benefits.

(d)

Vacation pay shown is for a full year of unused vacation, but the actual amount paid would be reduced by actual vacation having been taken at time of termination.

(e)

Short term incentive awards are based on actual Company, business segment and individual performance prorated for the period employed during the year at time of termination. The amount shown is an estimate based on the operation of the Company’s standard Severance Pay Plan.

(f)

Company equity awards granted prior to 2013 become fully vested upon on change in control, as defined in the applicable award agreements and plan documents. As described in more detail above in this Proxy Statement, effective beginning in 2013, equity grants under our long-term incentive compensation plans have a “double trigger” in the case of a change in control (namely, the executive’s employment must be terminated after the change in control in order for the restricted stock to vest on an accelerated basis).

(g)

The value of unvested restricted stock units outstanding as of December 31, 2015, when the price per share of our Common Stock at the close of trading on the NYSE was $159.86.

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Additional Information

Stock Ownership Guidelines

In order to further align the long-term interests of our key employees with the interests of shareholders,we have established stock ownership guidelines for our senior officers generally. In the case of our Chief Executive Officer, the minimum amount of equity ownership is the lesser of (i) six times annual base salary or (ii) 60,000 shares. In the case of the remaining Named Executive Officers, the minimum amount of equity ownership is the lesser of (i) four times annual base salary or (ii) 40,000 shares.date.

 

The following table indicatessets forth the current share ownershipnumber of our Named Executive Officers relativeshares authorized for future issuance (including shares authorized for issuance pursuant to the guidelinerestricted stock, restricted stock unit and stock awards) as of March 14, 2016, whenApril 1, 2024, along with the equity dilution represented by the shares available for future awards as a percentage of the common shares outstanding.

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Share authorization

		Total Shares Available		Equity Dilution: Percent of Basic Common Shares Outstanding
Shares authorized for future awards as of April 1, 2024		983,143		2.06%
Requested share increase in the Amended and Restated 2019 Plan		1,050,000		2.20%
Shares authorized for future awards after approval of the 2019 Plan		2,033,143		4.27%

As of April 1, 2024:

•	2,912,592 shares have been issued under the Amended and Restated 2019 Plan;
•	Unvested full-value awards covering 1,123,755 shares were outstanding under the 2019 Plan; and
•	No options have been issued under this plan

On April 1, 2024, the equity overhang, or the percentage of outstanding shares (plus shares that could be issued pursuant to plans) represented by all stock incentives granted and those available for future grant under all plans, was 4.2%. Equity overhang was calculated as all shares issuable upon exercise of outstanding options and vesting of outstanding restricted stock units and performance share units plus shares available for future grant divided by the sum of (a) the number of basic weighted average common shares outstanding plus (b) the number of shares in the numerator.

JLL believes its overhang level is reasonable and will continue to be so after approval of the Third Amended and Restated 2019 Plan.

The following table sets forth information regarding awards granted and earned, the run rate for each of the last three fiscal years and the average run rate over the last three years.

Run rate

(shares in thousands)		Fiscal 2021		Fiscal 2022		Fiscal 2023		3-year Average
Stock options granted		0		0		0		0
Service-based restricted stock units granted		335.7		353.2		520.5		403.1
Actual performance-based restricted stock units earned		79.0		175.1		257.2		170.4
Basic weighted average shares outstanding at fiscal year end		50,917		48,453		47,628		48,999
Run rate		0.81%		1.09%		1.63%		1.18%

JLL continues to manage its run rate of awards granted over time to levels it believes are reasonable in light of changes in its business and number of outstanding shares while ensuring that our overall executive compensation program is competitive, relevant and motivational.

On April 1, 2024, the closing price per share of our Common Stock at the close of tradingJLL common stock traded on the New York Stock Exchange was $113.83. Each of our Named Executive Officers currently exceeds the minimum stock ownership guideline.$190.31 per share.

 

Information about dilution, overhang and run rate

Name	Shares Directly Owned	Outstanding Restricted Stock Units (1)	Stock Options	Total	Value at 3/14/16	Minimum Ownership Requirement
Colin Dyer	59,234	63,155	0	122,389	$13,931,540	$4,500,000
Alastair Hughes	18,849	33,445	0	52,294	$5,952,626	$1,600,000
Jeff A. Jacobson	53,467	10,885	0	64,352	$7,325,188	$1,600,000
Christie B. Kelly	350	36,135	0	36,485	$4,153,088	$1,600,000
Gregory P. O’Brien	10,059	28,717	0	38,776	$4,413,872	$1,600,000
Christian Ulbrich	30,416	34,277	0	64,693	$7,364,004	$1,600,000

(1)

Includes awards of restricted stock units made during 2015.

 

ChangeDilution. The Board anticipates that the 1,050,000 additional shares being requested together with the 983,143 shares that remain available for issuance of future awards under the amended and restated 2019 Plan will be exhausted in Control Benefits2025 assuming that its annual usage remains consistent with the 2023 equity grants made by JLL.

 

Other thanThe new shares would represent 2% of shares outstanding as of December 31, 2023. The Board believes that this amount of potential dilution would be balanced by the strong incentive it also believes will be provided to employees to increase the value of JLL for all shareholders.

Overhang. We calculate our “overhang” as the resultsum of (a) stock options granted and outstanding plus (b) unvested shares of restricted stock plus (c) shares available for grant under plans, divided by the sum of (a) the number of basic weighted average common shares outstanding plus (b) the number of shares in the numerator.

Our current overhang is approximately 4.2%. Including the shares under the amended and restated 2019 Plan (if authorized), the potential overhang from all outstanding stock incentive awards, and shares available for grant to employees, directors and consultants would be 6.2%.

Run Rate. We calculate our “total equity run rate” as the (a) total number of equity-related awards in any given fiscal year divided by (b) the number of basic weighted average common shares outstanding for that fiscal year.

The dilution, overhang and run rate exclude our “noncompensatory” Employee Stock Purchase Plan (ESPP) and Jones Lang LaSalle Savings Related Option Plan (Save As You Earn or SAYE) for U.K. employees. ESPP purchases are broker-assisted on the open market. The SAYE Plan allows for the purchase of stock at a 15% discount from the market price at the beginning of the severance benefitsplan’s three- and five-year vesting periods and has a share pool independent of the Stock Award and Incentive Plan. These plans are further described in our annual report.

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The Third Amended and Restated 2019 Plan does not, by itself, authorize any payments or the issuance of any shares or any award, as we describemake actual awards under our individual long-term and short-term variable compensation plans. The future awards that we will make to eligible participants under the preceding severance arrangementsThird Amended and Restated 2019 Plan are subject to the discretion of the Compensation Committee and, therefore, cannot be determined with certainty at this time.

Subject to the Third Amended and Restated 2019 Plan’s terms regarding limitations, Section 5 of the Third Amended and Restated 2019 Plan provides that no more than 250,000 shares may be earned in respect of Performance Awards (as defined in the 2019 Plan) denominated in shares granted pursuant to Section 11 of the Third Amended and Restated 2019 Plan to any single participant for a single calendar year during a Performance Period (as defined in the Third Amended and Restated 2019 Plan), or in the event such Performance Award is paid in cash, other securities, other awards or other property, no more than the fair market value of 250,000 shares on the last day of the Performance Period to which such award relates, and the maximum amount that can be paid to any single Participant in any one calendar year pursuant to a cash compensation opportunity award described in Section 11(a) of the 2019 Plan shall be $15,000,000.

We provide a summary description of the Third Amended and Restated 2019 Plan below.

Overview of Third Amended and Restated 2019 Plan

Set forth below is a description of the Third Amended and Restated 2019Plan, and references in the remainder of this section to the 2019 Plan are to the Third Amended and Restated 2019 Plan. The Third Amended and Restated 2019 Plan is set forth in its entirety as Annex C to this Proxy Statement, and all descriptions of the 2019 Plan contained in this Proposal 3 are qualified by reference to Annex C.

Purpose

The purpose of the 2019 Plan is to provide a means through which applyJLL may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of JLL can acquire and maintain an equity interest in JLL, or be paid incentive compensation, which may (but need not) be measured by reference to the value of common stock, to motivate such persons to achieve long-term JLL goals and to more closely align their interests with those of JLL’s shareholders.

Types of stock awards

The Plan provides for the granting of restricted stock and restricted stock units, performance awards, deferred stock awards, and other stock-based awards. The Plan also provides for the granting of stock options, including “incentive stock options” (ISOs) within the meaning of Section 422 of the Code and non-qualified stock options. Options granted under the 2019 Plan may be accompanied by stock appreciation rights (SARs). SARs may also be granted independently of options. An award agreement setting forth terms and conditions evidences each equity award.

Share reserve

Subject to the 2019 Plan’s adjustment provisions, the Compensation Committee is authorized to deliver 2,033,143 shares under the 2019 Plan, subject to the individual participant limits discussed above.

Eligibility

We may make discretionary grants of awards under the 2019 Plan to any (i) employee, director or consultant or advisor of JLL or its direct and indirect subsidiaries and affiliates and (ii) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment, consultancy or service from JLL or its affiliates, in each case, as selected by the Compensation Committee. ISOs, however, may only be granted to employees of JLL and its affiliates.

As of the date of this Proxy Statement, we have approximately 106,000 employees, including approximately 560 employees in positions typically receiving equity grants and 12 directors, all of whom would be eligible to participate in the 2019 Plan if selected by the Compensation Committee; provided that immediately following the 2024 Annual Meeting, assuming all directors standing for election are elected, there would continue to be 12 directors eligible to participate in the 2019 Plan.

Plan administration

The Compensation Committee shall administer the 2019 Plan. If a Compensation Committee member shall fail to qualify as an eligible director (i.e., a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act), such failure shall not invalidate any award granted by the Compensation Committee that is otherwise validly granted under the 2019 Plan, unless invalidation is required by applicable law or securities exchange requirement. Unless otherwise expressly provided in the applicable charter or bylaws, the acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Compensation Committee shall be deemed the acts of the Compensation Committee.

Subject to the provisions of the 2019 Plan (including delegation of authority) and applicable law, the Compensation Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Compensation Committee by the 2019 Plan, to, in its discretion: (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with awards; (iv) determine the terms and conditions of any award and award agreement; (v) determine whether, to what extent, and under what circumstances awards may be settled, adjusted, or exercised in cash, shares, other securities, other awards or other property, or canceled, forfeited or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares, other securities, other awards or other property and other amounts payable with respect to an award shall be deferred either automatically or at the election of the participant or of the Compensation Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the 2019 Plan and any instrument or agreement relating to, or award granted under, the 2019 Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Compensation Committee shall deem appropriate for the proper administration of the 2019 Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards; and (x) make any other determination, and take any other action, that the Compensation Committee deems necessary or desirable for the administration of the 2019 Plan.

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Director compensation

No non-employee director shall receive total compensation exceeding $750,000 for any fiscal year, which shall be inclusive of (i) the aggregate grant date value (calculated by multiplying the fair market value of a share on the date of grant by the aggregate number of shares subject to such award) of any awards granted during any fiscal year and (ii) cash. Such applicable limit will include the value of any stock awards that are received in lieu of all or a portion of any annual committee cash retainers or other similar cash-based payments.

No repricing without shareholder approval

The Compensation Committee may not take any other action with respect to an option or SAR what is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange on which the common stock is listed.

No liberal share recycling

Each share underlying an outstanding option under the 2019 Plan shall reduce the available shares by one (1) share. A number equal to the greater of each share available to be delivered upon exercise of a SAR and the number of shares underlying a SAR under the 2019 Plan shall reduce the available shares by one (1) share, other than a SAR that, by its terms, from and after the date of grant thereof is payable only in cash, in which case the available shares shall not be reduced. Each share delivered pursuant to, or otherwise underlying, an award under the 2019 Plan other than an option, SAR or substitute award, shall reduce the available shares by one (1) share. Use of shares to pay the required exercise price or tax obligations shall not be available again for other awards under the 2019 Plan. Shares underlying awards under the 2019 Plan that are forfeited, cancelled, expire unexercised, or are settled in cash shall be available again for Awards under the 2019 Plan. Shares repurchased by JLL with proceeds received from the exercise of an option issued under the 2019 Plan, or shares repurchased by JLL on the open market using the proceeds from the exercise of an award, in either instance, shall not be added back or available for grant hereunder.

Required vesting period or restrictions

Except as otherwise specifically provided in the 2019 Plan, the vesting period or restrictions on any share-based award granted to any participant under the 2019 Plan shall last for no less than one (1) year; provided that the Compensation Committee may provide for a vesting or restriction period of less than such mandated one-year period of vesting or restriction for up to that amount of shares equal to 5% of the shares reserved under the 2019 Plan at the time of its amendment and restatement.

Options

All options granted under the 2019 Plan shall be Nonqualified Stock Options unless the applicable award agreement expressly states that the option is intended to be an ISO. ISOs shall be granted only to eligible persons who are employees of JLL and its affiliates, and no ISO shall be granted to any eligible person who is ineligible to receive an ISO under the Code. The exercise price per share for each option shall not be less than 100% of the fair market value of such share on the date of grant; provided, however, that, in the case of terminations regardlessan ISO granted to an employee who, at the time of whether they occur in connection with a change in controlthe grant of such option, owns shares representing more than 10% of the voting power of all classes of shares of JLL or any affiliate, the exercise price per share shall not we do not have any enhanced severance benefits for anybe less than 110% of our Named Executive Officers that would specifically result from a change in control over the Company. We do not provide any tax gross-upsfair market value per share on severance payments under any circumstances.the date of grant.

 

The Stock AwardOptions shall vest and Incentive Plan, under which all restricted stock units have been granted, provides that, unless otherwisebecome exercisable in such manner and on such date and dates, and expire after such period not to exceed ten years, in each case, as may be determined by the Compensation Committee and as Plan Administratorset forth in writing at or afterthe applicable award agreement. With respect to an ISO, the option period shall not exceed five years from the date of grant for a participant who on the grant date owns shares representing more than 10% of the voting power of all classes of shares of the Company or any affiliate. Unless otherwise provided by the Compensation Committee in an award agreement, the unvested portion of an option shall expire upon termination of employment or service of the participant granted the option without consideration therefor, and the vested portion of such option shall remain exercisable for (A) one year following termination of employment or service by reason of such participant’s death or disability, but not later than the expiration of the option period or (B) ninety (90) days following termination of employment or service for any reason other than such participant’s death or disability, and other than such participant’s termination of employment or service for cause, but not later than the expiration of the option period and (ii) both the unvested and the vested portion of an option shall automatically expire upon the termination of the participant’s employment or service by JLL for cause without consideration therefor.

SARs

SARs may be granted under the 2019 Plan. SARs allow the participant to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. Any stock option granted under the 2019 Plan may include tandem SARs. The Compensation Committee may also award SARs independent of any stock option grant. Subject to the provisions of the 2019 Plan, the Compensation Committee determines the terms of SARs, including when such rights vest and become exercisable and whether to settle such awards in cash or with shares, or a combination thereof, subject to limitations on its discretion in the event of a changeChange in controlControl (as that is defined in the Stock Award2019 Plan, and Incentive Plan), all outstanding awardsas discussed below). The specific terms will be set forth in an award agreement.

Restricted stock and RSUs

Restricted stock and RSUs may be granted under the Plan granted prior2019 Plan. Restricted stock is a grant of shares that are subject to 2013various restrictions, including restrictions on transferability and forfeiture provisions. Shares will vest and the restrictions on such shares will lapse, in accordance with terms and conditions established by the Compensation Committee. RSUs are unfunded and unsecured promises to deliver shares, cash, or other securities or other property, subject to certain conditions under the 2019 Plan. Such terms may include, among other things, become fully vested on an accelerated basis.Effective for 2013 and thereafter,vesting upon the achievement of specific performance goals determined by the Compensation Committee has determined that equity grantsand/ or continued service. The Compensation Committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed (subject to our senior executives under our long-term incentive compensation plans have a “double trigger” in the case of a change in control (namely the executive’s employment must be terminated after the change in control in order for the restricted stock to vestlimitations on an accelerated basis). Accordingly, unvested grants made in 2014 and thereafter under each of the GEB LTIP and the LaSalle LTIP would become fully vested on an accelerated basisits discretion in the event of a changeChange in controlControl, as discussed below). Recipients of restricted stock generally will have voting rights with respect to such shares upon grant without regard to vesting, unless the Compensation Committee provides otherwise. Shares that do not vest for any reason will be forfeited by the participant and will revert to JLL. The specific terms will be set forth in an award agreement. Dividends and other distributions will be credited with respect to restricted shares and will be distributed only if, when, and to the recipient’s employment is terminated.extent, the related restricted shares vest. Dividends and other distributions credited with respect to any shares that do not vest will be forfeited.

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Other stock-based awards

 

CertainOther stock-based awards may be granted under the 2019 Plan. The Compensation Committee may issue unrestricted shares, or other awards denominated in shares, whether restricted or unrestricted and whether current or deferred, under the 2019 Plan to eligible persons, either alone or in tandem with other awards, in such amounts as the Compensation Committee shall from time to time in its sole discretion determine. Each other stock-based award granted under the 2019 Plan shall be subject to such conditions not inconsistent with the 2019 Plan as may be reflected in the applicable award agreement.

Performance awards

Performance awards may be granted under the 2019 Plan. With regard to a particular performance period, the Committee shall have sole discretion to select the length of such performance period, the type(s) of Performance Awards to be issued, the performance measure(s) that will be used to establish the performance goal(s), the kind(s) and/or level(s) of the performance goals(s) that is (are) to apply and all other relevant terms and conditions.

The Committee in its sole discretion shall select one or more performance measures to use for any Performance Award, the form and type of equity award that will be granted under the 2019 Plan, and the form of payout (shares and/or cash) of any Performance Awards.

The Compensation Committee shall have sole discretion to alter the governing performance measure(s) and goal(s) without obtaining shareholder approval of such alterations (subject to limitations on its discretion in the event of a Change in Control, as discussed below).

Dividend equivalents

No dividend equivalents shall be granted in connection with an option or an SAR. Unless otherwise provided in an award agreement, each RSU shall include the right to receive dividend equivalents. Dividend equivalents will accumulate and be withheld until the applicable RSUs upon which the dividend equivalents are awarded vest and any dividend equivalent payments that have accumulated and have been withheld by the Compensation Committee and attributable to any particular RSU shall be distributed to the participant in cash or, at the sole discretion of the Compensation Committee, in shares having a fair market value equal to the amount of such dividend equivalent payments then due. Upon the vesting and settlement of RSUs that include dividend equivalents, the dividend equivalents attributable to such RSUs shall expire automatically. Unless otherwise provided in an award agreement, each other stock-based award shall include the right to receive dividend equivalents. Dividend equivalents will accumulate and be withheld until the applicable other stock-based award upon which the dividend equivalents are awarded vest (if subject to vesting) and any dividend equivalent payments that have accumulated and have been withheld by the Compensation Committee and attributable to any particular other stock-based award shall be distributed in cash or, at the sole discretion of the Compensation Committee, in shares having a fair market value equal to the amount of such dividend equivalent payments then due. Upon the vesting and settlement of other stock-based awards that include dividend equivalents, the dividend equivalents attributable to such other stock-based award shall expire automatically. The Compensation Committee may grant dividend equivalents in respect of Performance Awards (as defined in the 2019 Plan). Unless otherwise provided in an award agreement, no Performance Award shall include the right to receive dividend equivalents. Any dividend equivalents granted in respect of Performance Awards will accumulate and be withheld until the applicable Performance Awards upon which the dividend equivalents are awarded vest and any dividend equivalent payments that have accumulated and have been withheld by the Compensation Committee and attributable to any particular Performance Awards shall be distributed to the participant in cash or, at the sole discretion of the Compensation Committee, in shares having a fair market value equal to the amount of such dividend equivalent payments then due. Upon the vesting and settlement of Performance Awards that include dividend equivalents, the dividend equivalents attributable to such Performance Awards shall expire automatically.

Deferred stock

The Compensation Committee may permit a participant to elect, at such times and in accordance with the rules and procedures adopted by the Compensation Committee (and in accordance with Section 409A of the Code) to receive all or any portion of such participant’s salary, bonus and/or retainer (in the case or a director), including any cash or share award (other than stock options and SARs), either in the form of a number of shares of deferred stock equal to the quotient of the amount of salary, bonus or other permissible category to be paid in the form of deferred stock divided by the fair market value of one share of common stock on the date such salary, bonus, retainer or other permissible award would otherwise be paid in cash or distributed in shares (and pursuant to such other terms and conditions as the Compensation Committee may determine). Except as otherwise provided in an award agreement, dividend equivalents will be credited on deferred stock. Deferred stock will be paid to the participant in the number of shares equal to the number of shares of deferred stock credited to the participant (with fractional shares paid in cash). The payment date will be specified in the applicable award agreement or deferral agreement (provided that such payment date is compliant with Section 409A of the Code).

Changes in capital structure and similar events

In the event of (i) any extraordinary dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of shares or other securities of JLL, issuance of warrants or other rights to acquire shares or other securities of JLL, or other similar corporate transaction or event (including a Change in Control) that affects the shares; or (ii) unusual or nonrecurring events (including a Change in Control) affecting JLL or any affiliate of JLL, or the financial statements of JLL or any affiliate of JLL, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law, such that in either case an adjustment is determined by the Compensation Committee in its sole discretion to be necessary or appropriate, then the Compensation Committee shall make any such adjustments in such manner as it may deem equitable, including adjusting the number and terms of shares subject to an award, providing for substitution or assumption of awards, and cancelling awards in connection with the 2019 Plan; provided that with respect to determinations made by the Compensation Committee in the event of a Change in Control, the discretion of the Compensation Committee is subject to the limitations provided in the 2019 Plan, including but not limited to section 13(b), as discussed below.

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Effect of Change in Control

Generally, the 2019 Plan provides that a Change in Control (as defined in the 2019 Plan) is deemed to have occurred upon:

•	the direct or indirect acquisition by any person of securities representing 30% or more of the combined voting power of our securities;
•	a change of the majority of the Board during any two consecutive years, unless certain Board approval conditions are met;
•	a merger, consolidation, reorganization, or business combination of us with or into any other corporation, where immediately after the transaction (i) less than 75% of the combined voting power of the voting securities is held by the holders of our voting securities immediately before such transaction or (ii) any person or group beneficially owns voting securities representing 25% or more of the combined voting power of the successor entity;
•	a sale or other disposition of all or substantially all of our assets (or transaction having similar effect), to an entity where less than 75% of the combined voting power of the voting securities is held by the holders of our voting securities immediately before such transaction in substantially the same proportions as their ownership immediately prior to such transaction;
•	the approval of a plan of complete liquidation or dissolution by our shareholders.

The 2019 Plan provides that if a Change in Control occurs and, during the two-year period immediately following the consummation of such Change in Control, a participant incurs an involuntary termination of service without Cause (as defined in the 2019 Plan), such participant shall be entitled to the following treatment with respect to his or her awards (as applicable): (A) each option and SAR that is at the time outstanding under the 2019 Plan shall become fully vested and exercisable with respect to all shares covered thereby; (B) the restricted period shall expire and restrictions applicable to all outstanding restricted stock awards and RSUs shall lapse and such awards shall become fully vested; and (C) all outstanding performance awards for any performance period that was in effect at the date of termination of service will vest in full, calculated as to each such performance award assuming that any performance goal will have been achieved (for the entire performance period) at the target level. Notwithstanding any provision of the 2019 Plan to the contrary, following a Change in Control, the Compensation Committee shall not have any discretion to amend or modify the terms of any award that was in effect immediately prior to the Change in Control; including, without limitation, as a result of its use of the discretionary authority under Section 13(a) of the Plan as a result of the Change in Control other than as required to comply with changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law.

Clawback of equity awards

Notwithstanding any provision in the 2019 Plan or in any award agreement to the contrary, amounts payable or to be provided under the 2019 Plan shall be subject to claw-back or disgorgement, to the extent applicable, under JLL’s compensation clawback and recoupment policies (or similar policies of general applicability), as in effect and as may be amended from time to time.

Mitigation of excise tax

A Participant’s payments and benefits are reduced to the maximum amount that does not trigger an excise tax unless the Participant would be better off (on an after-tax basis) if the Participant received all payments and benefits and paid all excise and income taxes.

Plan amendment, termination

The Board has the authority to amend, suspend, or terminate the 2019 Plan provided such action does not materially and adversely affect the existing rights of any participant and, provided further, that certain amendments will require shareholder approval. The Plan will automatically terminate on the tenth anniversary of the Effective Date unless the Board terminates it sooner.

U.S. Federal tax aspects

The following is a brief summary of the current United States federal income tax consequences that generally apply with respect to awards that may be granted under the 2019 Plan and is based upon laws, regulations, rules and decisions now in effect, all of which are subject to change. The following summary is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2019 Plan. This summary does not describe any state, local or non-United States tax consequences, tax withholding requirements or various other rules that could apply to a particular individual or to JLL and its subsidiaries under certain circumstances (and references to JLL in this section include the applicable subsidiary, if any). This summary is not intended or written to be used (and cannot be used by any taxpayer) to avoid penalties that may be imposed on a taxpayer. Tax Mattersimplications may vary due to individual circumstances. Participants should consult their personal tax advisors about the tax consequences related to awards under the 2019 Plan. Tax consequences are not guaranteed.

 

Section 162(m) of the United States Internal RevenueCode

Section 162(m) of the Code limitsimposes an annual $1,000,000 limit on the tax deduction a publicly held corporation is allowedallowable for compensation paid in any one year to theeach of JLL’s chief executive officer, chief financial officer and to the three most highly compensatedcertain other current and former executive officers other than the chief executive officer and the chief financial officer. Generally, amounts paid in excess of $1 million to a covered executive, other than “performance-based” compensation, cannot be deducted. WeJLL.

Nonqualified stock options

The grant of nonqualified stock options generally should have designed our annual incentive and equity awards programs to qualify as performance-based compensation, so the compensation we pay to our executive officers is generally fully deductible for U.S.no federal income tax consequences to JLL or the option holder. Upon the exercise of a nonqualified stock option, the option holder will recognize ordinary income equal to the excess of the fair market value of the acquired shares on the date of exercise over the exercise price paid for the shares, and JLL will be entitled to a corresponding deduction (subject to the deduction limits under Section 162(m) of the Code). In the event of the disposition of the acquired shares, any additional gain or loss generally will be taxed to the option holder as either short-term or long-term capital gain or loss depending on how long the shares were held.

Incentive stock options

The grant and exercise of ISOs generally should have no federal income tax consequences to JLL. The grant and exercise of ISOs generally have no ordinary income tax consequences to the option holder. However, upon the exercise of an ISO, the option holder treats the excess of the fair market value on the date of exercise over the exercise price as an item of tax adjustment for alternative minimum tax purposes, which may result in alternative minimum tax liability.

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If the option holder retains the shares acquired upon the exercise of an incentive stock option for at least two years following the grant date of the option and we do currently intendone year following exercise of the option, the subsequent disposition of such shares will ordinarily result in long-term capital gains or losses to continue seekingthe option holder equal to the difference between the amount realized on disposition of the shares and the exercise price. JLL will not be entitled to any deduction in such case. If the holding period requirements described above are not met, the option holder will recognize ordinary income upon disposition of the common stock equal to the excess of the fair market value of the shares on the date of exercise (or, if less, the sale price received on disposition of the shares) over the exercise price, and JLL will be entitled to a corresponding deduction (subject to the deduction limits under Section 162(m) of the Code). Any additional gain or loss realized by the option holder on the disposition of the shares will be taxed as short-term or long-term capital gain or loss, as applicable.

Stock appreciation rights

The grant of SARs generally has no federal income tax consequences to JLL or the recipient. Upon the exercise of SARs, the recipient will recognize ordinary income equal to the amount of cash received and the fair market value of any shares received, and JLL will be entitled to a corresponding deduction (subject to the deduction limits under Section 162(m) of the Code).

Restricted stock

The recipient of restricted stock normally will recognize ordinary income when the restrictions on the restricted stock lapse (i.e., at the time the restricted shares are no longer subject to a substantial risk of forfeiture or become transferable, whichever occurs first). However, a recipient instead may elect to recognize ordinary income at the time the restricted stock is granted by making an election under Section 83(b) of the Code within 30 days after the grant date. In either case, the recipient will recognize ordinary income equal to the fair market value of such shares of stock at the time the income is recognized (reduced by the amount, if any, the recipient paid for the stock) and JLL generally will be entitled to a corresponding tax deduction (subject to limitations under Section 162(m) of the Code). If the recipient subsequently disposes of the shares, any additional gain or loss should be eligible for substantially all of our executive compensation. Weshort-term or long-term capital gain or loss tax treatment depending on how long the shares were held after the ordinary income was recognized. If a recipient makes an “83(b) election” and then forfeits the shares, the recipient normally will continuenot be entitled to monitor issues concerningany tax deduction or refund with respect to the tax deductibilityalready paid.

RSUs

The grant of executiveRSUs generally should have no federal income tax consequences to JLL or the recipient. When the RSUs vest and become payable, the recipient will recognize ordinary income equal to the amount of cash received and the fair market value of any shares received. JLL generally will be allowed a federal income tax deduction equal to the same amount that the recipient recognizes as ordinary income (subject to the deduction limits under Section 162(m) of the Code).

Performance awards

The grant of performance awards generally should have no federal income tax consequences to JLL or the recipient. When the performance awards vest and become payable, the recipient will recognize ordinary income equal to the amount of cash received and the fair market value of any shares received, and JLL will be entitled to a corresponding deduction (subject to the deduction limits under Section 162(m) of the Code).

Deferred stock awards

Deferred stock awards are designed to be compliant with Section 409A of the Code. The participant will generally recognize ordinary income at the time JLL settles the participant’s deferred stock account (or portion thereof). JLL will generally be allowed a federal income tax deduction equal to the same amount that the recipient receives as ordinary income (subject to the deduction limits under Section 162(m) of the Code).

Dividend equivalent rights

No taxable income should be recognized upon receipt of a dividend equivalent right award. A participant will recognize ordinary income in the year in which a dividend or distribution, whether in cash, securities or other property, is paid on an unrestricted basis to the participant. The amount of that income will be equal to the fair market value of the cash, securities or other property received. JLL will generally be entitled to an income tax deduction equal to the amount of the ordinary income recognized by the participant of the dividend equivalent right award at the time the dividend or distribution is paid to such participant. That deduction will generally be taken for the taxable year in which such ordinary income is recognized.

Other stock awards

The federal income tax consequences of other stock awards will depend on the form of such awards.

Sections 280G and 4999 of the Code

Sections 280G and 4999 of the Code impose penalties on persons who pay and persons who receive so-called excess parachute payments. A parachute payment is the value of any amount that is paid to JLL officers (or other disqualified individuals) on account of a change in control. If total parachute payments from all sources including but not limited to stock-based compensation plans — equal or exceed three times an officer’s (or other disqualified individuals’) base amount, meaning his or her five-year average taxable compensation, a portion of the parachute payments above one times the base amount will constitute an excess parachute payment. Because of Section 4999 of the Code, the officer (or other disqualified individual) must pay an excise tax equal to 20% of the total excess parachute payments. This tax is in addition to other federal, state, and local income, wage, and employment taxes imposed on the individual’s change in control payments. Moreover, because of Section 280G of the Code, the company paying the compensation is unable to deduct the excess parachute payment.

Benefits to which participants are entitled under the 2019 Plan and associated award agreements could constitute parachute payments under Sections 280G and 4999 of the Code if a change in control of JLL occurs. If this happens, the value of each participant’s parachute payment arising under the 2019 Plan must be combined with other parachute payments the same participant may be entitled to receive under other agreements or plans with JLL or a related entity, such as an employment agreement or a severance agreement.

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Section 409A of the Code

Section 409A of the Code provides requirements for certain nonqualified deferred compensation arrangements. If applicable, Section 409A of the Code also imposes penalties (including an additional 20% tax) on the recipient of deferred compensation in the event such compensation fails to comply with Section 409A of the Code. Unless otherwise provided by the Compensation Committee, awards granted under the 2019 Plan generally are intended to either comply with or meet the requirements for an exemption from Section 409A of the Code. JLL does not guarantee to any participant that the 2019 Plan or any award granted under the 2019 Plan complies with or is exempt from Section 409A of the Code, and JLL will take appropriate action if we believenot have any liability to, or obligation to indemnify or hold harmless any individual with respect to any tax consequences that arise from any such failure to comply with or meet an exemption under Section 409A of the Code.

Plan benefits

Because benefits under the 2019 Plan will depend on the Compensation Committee’s determinations in the future, it is warranted. Since corporate objectivesnot possible to determine at this time the benefits that might be received by our employees, directors, consultants, or advisers if the Plan is approved.

With respect to fiscal year 2023, RSUs and strategic needs may not always be consistentPSUs were granted under the 2019 Plan to JLL’s NEOs as set forth in the table captioned “Grants of plan-based awards for 2023”. A total of 43,926 RSUs, having an aggregate grant date fair value of $6,071,452, and a total of 89,183 PSUs, having an aggregate grant date fair value of $12,160,568, were awarded to the NEOs as a group in fiscal 2023. With respect to fiscal year 2023, common stock was granted to non-employee Directors and had an aggregate grant date fair value of $2,717,933. A total of 559,362 RSUs and PSUs, having an aggregate grant date fair value of $82,634,622, were awarded to employees other than named executive officers with respect to fiscal year 2023. No options have been granted under the requirements of full deductibility, we are prepared2019 Plan.

Shares issuable under our equity compensation plans at December 31, 2023

The following table provides information with respect to useshares issuable under our discretion, if we believe it is appropriate, to enter intoequity compensation arrangements or provide compensation under which payments may not be fully deductible.plans at December 31, 2023 (in thousands, except exercise price).

Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
SAIP		1,448		$175.07		910
ESPP		n/a		n/a		113
Subtotal		1,448				1,023
Equity compensation plans not approved by security holders
SAYE(1)		-		-		281
Total		1,448				1,304

(1)

In November 2001, we adopted the SAYE Plan for eligible employees of our U.K. based operations. In November 2006, the SAYE plan was extended to employees in our Ireland operations. Under this plan, employee contributions for stock purchases are enhanced by us through an additional contribution of a 15% discount on the purchase price. Options granted under the SAYE Plan vest over a period of three to five years. The original SAYE plan was not approved by shareholders since such approval was not required under applicable rules at the time of the adoption of the plan. In 2006, our shareholders approved an amendment to the SAYE plan that increased the number of shares reserved for issuance by 500,000.

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Security
Ownership

Security ownership by Directors and management	Proxy Statement80	P a g e|61
Security ownership by certain other beneficial owners	81
Certain relationships and related transactions	81
Delinquent Section 16(a) reports	81

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Back to ContentsSECURITY OWNERSHIP

Security Ownershipownership by Directors and Management

management

 

The following table provides information about the beneficial ownership of our Common Stock,common stock, which constitutes theJLL’s only outstanding voting security, of JLL as of March 14, 2016,28, 2024, our Record Date, by:

 

EachDirector and Director nominee of JLL;

Each of theNamed Executive Officers; and

TheDirectors, Director nominees and executive officers of JLL as a group.

•	Each Director and Director nominee of JLL;
•	Each of the Named Executive Officers; and
•	The Directors, Director nominees and executive officers of JLL as a group.

 

On March 14, 2016,28, 2024 there were 45,116,460 voting47,497,345 shares of Common Stockcommon stock outstanding.

 

The table includes shares whichthat the indicated individual had the right to acquire within 60 days after March 14, 2016.28, 2024. It also includes shares the receipt of which certain of our Directors have deferred under a deferred compensation program described above under “Director Compensation.“Non-employee Director compensation.” The table does not include unvested restricted stock unitsRSUs issued under the existing Stock Award and Incentive PlanPlans unless they vest within 60 days after March 14, 2016,28, 2024, since none of such units carriesdo not carry voting or investment power. Unless otherwise indicated in the footnotes, all of such interests are owned directly and the indicated person or entity has sole voting and dispositive power.power with respect to the interests.

 

		Shares of Common Stock Beneficially Owned
Names of Beneficial Owners(1)	Number	Number(2)				Percent of Class (%)
Directors:
Hugo Bagué	7,340		24,461				*
Samuel A. Di Piazza, Jr.Matthew Carter, Jr.	411		5,931				*
Dame DeAnne JuliusSusan M. Gore(3)	7,995		-				-
Tina Ju			4,697				*
Ming LuBridget Macaskill	7,474		9,021				*
MartinDeborah H. NesbittMcAneny	3,653		15,206				*
Sheila A. Penrose (2)Siddharth (Bobby) Mehta	72,578		7,006				*
Moses Ojeisekhoba			3,057				*
Jeetendra (Jeetu) I. Patel			5,394				*
Ann Marie Petach(4)	0		9,444				*
Shailesh RaoLarry Quinlan	1,043		2,635				*
David B. RickardEfrain Rivera	20,437		4,576				*
Roger T. StaubachChristian Ulbrich	0		134,988				*
Colin DyerNamed Executive Officers:	59,234
Karen Brennan			15,875				*
Alastair HughesYishai Lerner	18,849		40,769				*
Jeff A. JacobsonNeil Murray	53,467		18,952				*
Christie B. KellyMihir Shah	350		40,769				*
Gregory P. O’Brien	10,059	*
Christian Ulbrich	30,416	*
All Directors Director nominees and executive officersNamed Executive Officers as a group (19(17 persons)	305,123		342,781				*

*

Less than 1%

	(1)	Unless otherwise indicated, theThe address of each person is c/o Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601.
(2)	Under SEC rules, “beneficial ownership” for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by vesting of restricted stock units) and is different from beneficial ownership for purposes of Section 16 of the 1934 Act, which may result in a number that is different from the beneficial ownership number reported in forms filed pursuant to Section 16.
(3)	Ms. Gore is a first-time Director nominee.
(4)	Ms. Petach is stepping down as a Director when her term ends at the 2024 Annual Meeting.

 

(2)

22,851 of the shares listed are held by Ms. Penrose as trustee for the Sheila A. Penrose trust.

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Security Ownershipownership by Certain Other Beneficial Owners

certain other beneficial owners

 

The following table displays information about persons we know were the beneficial owners of more than 5% of our issued and outstanding Common Stockcommon stock as of December 31, 2015.March 28, 2024.

 

	Shares of Common Stock Beneficially Owned
Names of Beneficial Owners (1)	Number	Percent of Class (%)
BlackRock, Inc. (1)	4,208,194	9.30%
The Vanguard Group (2)	3,259,561	7.23%
T. Rowe Price Associates, Inc. (3)	2,810,225	6.20%

		Shares of Common Stock Beneficially Owned
Names of Beneficial Owners		Number				Percent of Class (%)
The Vanguard Group(1)			6,884,518				14.49%
BlackRock, Inc.(2)			4,396,425				9.26%
Generation Investment Management LLP(3)			4,204,574				8.85%
FMR LLC(4)			4,015,399				8.45%

(1)

Based solely on information in a Schedule 13G/A filed on January 26, 2016 by BlackRock, Inc. BlackRock has sole voting power with regard to 3,809,956 shares and sole dispositive power with regard to 4,208,194 shares. The address of BlackRock, Inc. is 55 East 52nd St., New York, NY 10055.

(2)

Based solely on information in a Schedule 13G/A13G filed on February 10, 201613, 2024, by The Vanguard Group. As of December 29, 2023, The Vanguard Group has sole voting power with regard to 44,133 shares, shared voting power with regard to 4,70019,258 shares, sole dispositive power with regard to 3,213,0286,814,661 shares, and shared dispositive power with regard to 46,53369,857 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(2)	Based solely on information in a Schedule 13G filed on January 24, 2024, by BlackRock, Inc. As of December 31, 2023, BlackRock has sole voting power with regard to 4,215,156 shares and sole dispositive power with regard to 4,396,425 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
(3)	Based solely on information in a Schedule 13G/A filed on February 11, 201614, 2024, by T. Rowe Price Associates, Inc. T. Rowe Price Associates Inc.Generation Investment Management LLP, together with its affiliates, Generation Investment Management US LLP, Generation IM Fund plc, and Generation IM Global Equity Fund LLC. As of December 31, 2023, Generation Investment Management LLP has sole voting and dispositive voting power with regard to 27,117 shares, shared voting power with regard to 4,095,762 shares, and shared dispositive power with regard to 4,177,457 shares. Generation Investment Management US LLP has shared voting and dispositive power with regard to 2,138,700 shares. Generation IM Fund plc has shared voting and dispositive power with regard to 1,336,935 shares. Generation IM Global Equity Fund LLC has shared voting and dispositive power with regard to 1,194,483 shares. The address of Generation Investment Management LLP is 20 Air Street, 7th Floor, London, United Kingdom W1B 5AN.
(4)	Based solely on information in a Schedule 13G filed on February 8, 2024, by FMR LLC. As of December 29, 2023, FMR LLC has sole voting power with regard to 860,8754,014,175 shares and sole dispositive power with regard to 2,810,2254,015,399 shares. The address of T. Rowe Price Associates Inc.FMR LLC is 100 E. Pratt245 Summer Street, Baltimore, MD 21202.Boston, MA 02210.

 

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Certain relationships and related transactions

 

Section 16(a) of the Exchange Act requires our Directors, certainSince January 1, 2023, there has not been and there is not currently proposed, any transactions in which JLL is a participant involving any of our officers and beneficial owners of more than 10 percent of our outstanding Common Stock to file reports of ownership and changes in ownership of our Common Stock with the SEC and to send copies of such reports to us. For our current executive officers, and Directors, the Company has taken on the administrative responsibility of filing the reports after we have received the necessary information.

Based solely upon a review of such reports and amendments thereto furnished to us and upon written representations of certain of such persons regarding their ownership of Common Stock, we believe that no such person failed to file any such report during 2015, except that within the required two business day reporting requirement imposed by the SEC, the Company did not timely file one Form 4 report on behalf of Colin Dyer with respect to one transaction.

CERTAIN RELATIONSHPS AND RELATED TRANSACTIONS

We discuss below the particular relationships the Company has with (i) BlackRock, Inc., (ii) The Vanguard Group, and (iii) T. Rowe Price, each beneficial owners of more than 5% of our Common Stock.JLL’s common stock, or an immediate family member of any such person that are required to be described pursuant to Item 404(a) of SEC Regulation S-K.

 

Delinquent Section 16(a) reports

BlackRock, Inc.

Under U.S. securities laws, directors, certain officers and persons holding more than 10% of our common stock must report their initial ownership of our common stock and any changes in their ownership to the SEC. The SEC has designated specific due dates for these reports, and we must identify in this Proxy Statement those persons who did not file these reports when due. Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that all reporting requirements for fiscal year 2023 were complied with by each person who at any time during the 2023 fiscal year was a director or an executive officer or held more than 10% of our common stock.

 

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In 2015, JLL provided brokerage services to BlackRock, Inc. and/or its affiliates in the ordinary course of business with customary consideration received by the Company in exchange for such services in the aggregate amount of $292,000.This page intentionally left blank

 

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The Vanguard Group

In 2015, JLL provided project and development services and capital markets group servicesto The Vanguard Group in the ordinary course of business with customary consideration received by the Company in exchange for such services in the aggregate amount of $1,065,000.

T. Rowe Price

In 2015, JLL providedcorporate solutions and integrated facility management services to T. Rowe Price in the ordinary course of business with customary consideration received by the Company in exchange for such services in the aggregate amount of $616,861.

 

Audit
Matters

Proposal 4 – Ratification of appointment of independent registered public accounting firm	Proxy Statement84	P a g e|64
Information about our independent registered public accounting firm	84
Audit and non-audit fees	84
Pre-approval of audit and permitted non-audit services of the independent registered public accounting firm	85
Audit and Risk Committee report	85

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Proposal 4 – Ratification of Contents

appointment of independent registered public accounting firm

 

INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Risk Committee has appointed the firm of KPMG LLP as JLL’s independent registered public accounting firm for 2024, and we are asking our shareholders to ratify this appointment. Although we are not required to seek shareholder ratification, the Board believes that doing so is consistent with corporate governance best practices. If the selection of KPMG LLP is not ratified, the Audit and Risk Committee will explore the reasons for shareholder rejection and will reconsider whether to retain KPMG LLP, but may, nonetheless, retain KPMG LLP as JLL’s independent registered public accounting firm. The Audit and Risk Committee retains the right to appoint a different independent registered public accounting firm at any time during 2024 for any reason.

The Board recommends you vote FOR ratification of the appointment of KPMG LLP as JLL’s independent registered public accounting firm for 2024.

Information about our independent registered public accounting firm

 

For a number of years, KPMG LLP has been the independent registered public accounting firm that audits the financial statements of JLL and most of itsour subsidiaries. JLL expects that representatives of KPMG LLP will be present atattend the 2024 Annual Meeting online and may make a statement. Such representatives will be available to respond to appropriate questions. Such representatives will have the opportunity to make a statement at the Annual Meeting if they desire to do so.

 

Audit and Non-Audit Fees

non-audit fees

 

The following table presents fees for the professional services that KPMG LLP rendered for the audit of the Company’sJLL’s annual financial statements (including auditing the Company’sour internal controls over financial reporting for purposes of Section 404 of the Sarbanes-Oxley Act of 2002), audit relatedaudit-related fees, tax fees, and fees billed for other services during 20152023 and 2014 (the fees shown are in thousands (000’s)).2022.

 

Fees for the Year Ended on December 31		2023 ($ in thousands)				2022 ($ in thousands)
Audit fees			$6,809				$6,605
Audit-related fees			$1				$1,244
Tax fees			$72				$145
All other fees			-				-
Total			$6,882				$7,994

	2015	2014
Audit Fees (1)	$6,879	$5,641
Audit Related Fees (2)	$1,071	$914
Tax Fees (3)	$358	$427
All Other Fees (4)	$0	$0
Total Fees	$8,308	$6,982

Audit fees

These amounts represent fees paid to KPMG LLP for services necessary to perform an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) and quarterly reviews of JLL’s consolidated financial statements. This includes fees for review of the tax provision and fees for accounting consultations on matters reflected in the consolidated financial statements. Audit fees also include services required by statute or regulation (foreign or domestic), such as comfort letters, consents, reviews of SEC filings, and statutory audits in non-U.S. locations.

Audit-related fees

(1)

Audit Fees include those fees necessary to perform an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) and quarterly reviews of the consolidated financial statements of JLL. This includes fees for review of the tax provision and fees for accounting consultations on matters reflected in the consolidated financial statements. Audit Fees also include services required by statute or regulation (foreign or domestic), such as comfort letters, consents, reviews of SEC filings, and statutory audits in non-U.S. locations.

Audit-related fees consist of fees for employee benefit plan audits, accounting consultation on proposed transactions, internal control-related matters, and services not required by statute or regulation.

Tax fees

Tax fees consist of fees for tax compliance, tax planning, and tax advice. Tax planning and tax advice encompass a diverse range of services, including consultation, research, and assessment of tax planning initiatives, assistance with tax audits and appeals, employee benefit plans, and requests for rulings or technical advice from taxing authorities.

 

2024 Proxy Statement

(2)

Audit Related Fees are comprised of fees for employee benefit plan audits, internal control related matters and services not required by statute or regulation.84

(3)

Tax Fees are comprised of fees for tax compliance, tax planning and tax advice. Tax planning and tax advice encompasses a diverse range of services, including consultation, research, and assessment of tax planning initiatives, assistance with tax audits and appeals, employee benefit plans and requests for rulings or technical advice from taxing authorities.

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(4)

All Other Fees include all other non-audit services.

All other fees

 

Pre-ApprovalAll other fees would consist of Auditfees for all other non-audit services. There were no such services provided in 2022 or 2023.

Pre-approval of audit and Permitted Non-Audit Servicespermitted non-audit services of the Independent Registered Public Accounting Firm

independent registered public accounting firm

 

The Audit and Risk Committee has established a policy for pre-approval of audit and permitted non-audit services by the Company’s independent registered public accounting firm. At each of its meetings, the full Audit and Risk Committee considers, and approves or rejects, any proposed services and fee estimates that are presented by the Company’s management. The Chairman of the Audit and Risk Committee has been designated by the Audit Committeeits Chairman to consider approval of services arising between meetings that were not pre-approved by the Audit Committee.pre-approved. Services approved by the Chairman are ratified by the full Audit and Risk Committee at its next regular meeting. For each proposed service, the independent registered public accounting firm provides supporting documentation detailing the service and an estimate of costs. During 2015,2023, the Audit and Risk Committee pre-approved all services performed by the independent registered public accounting firm.

 

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AUDIT COMMITTEE REPORT

Audit and Risk Committee report

 

As more particularly described above under “Corporate Governance Principlesgovernance principles and Board Matters,matters,” the Audit and Risk Committee of the Board is responsible for providing independent, objective oversight of JLL’s accounting functions and internal and disclosure controls. The Audit and Risk Committee is composed of fivesix Directors, each of whom is independent as defined by applicable Securities and Exchange Commission rules and by the New York Stock Exchange listing standards in effect at the time of mailing of this Proxy Statement and by applicable Securities and Exchange Commission rules.was mailed. The Audit and Risk Committee operates under a written charter, which has been approved by the Board of Directors and is available on the Company’s public website at www.jll.com.our website.

 

Management is responsible for JLL’s internal and disclosure controls and its financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of JLL’s consolidated financial statements and the effective operation of internal controls over financial reporting, all in accordance with the standards of the Public Company Accounting Oversight Board (United States)(PCAOB), and for issuing a report thereon. The Audit and Risk Committee’s responsibility is to oversee these processes.

 

In connection with these responsibilities, the Audit and Risk Committee met with management and the independent registered public accounting firm to review and discuss the December 31, 20152023, audited financial statements, as well as the Company’sJLL’s internal controls over financial reporting, for which an attestation by such firm is required under Section 404 of the Sarbanes-Oxley Act of 2002. The Audit and Risk Committee also discussed with KPMG LLP its evaluation of the independent registered public accounting firm the mattersprinciples, practices and judgments applied by management, and any items required to be communicated by KPMG LLP in accordance with regulations promulgated by the auditing standards ofSEC and the Public Company Accounting Oversight Board (United States), including Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board (United States) in Rule 3200T.PCAOB. The Audit and Risk Committee also received written disclosures from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board (United States)PCAOB regarding such firm’s communications with the Audit and Risk Committee concerning independence, and the Audit and Risk Committee discussed with KPMG LLP that firm’s independence under the relevant standards. The Audit and Risk Committee also reviewed the selection, application, and disclosure of our critical accounting policies pursuant to SEC Financial Release No. 60, “Cautionary Advice Regarding Disclosure of Critical Accounting Policies.”

 

Based upon the Audit and Risk Committee’s discussions with management and the independent registered public accounting firm, and the Audit and Risk Committee’s review of the representations of management and the independent registered public accounting firm, the Audit and Risk Committee recommended that the Board of Directors include the audited consolidated financial statements in JLL’s Annual Report on Form 10-K for the year ended December 31, 2015,2023, which has been filed with the SEC.

 

The Audit and Risk Committee

David B. RickardLarry Quinlan (Chairman)

Dame DeAnne Julius

Martin H. Nesbitt

Sheila A. Penrose

Tina Ju
Siddharth N. Mehta
Jeetendra I. Patel
Ann Marie Petach
Efrain Rivera

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Additional
Information

Questions and answers about our 2024 Annual Meeting and voting	Proxy Statement	P a g e|66 88
Why am I receiving these materials?	88
What items of business will be voted on at the 2024 Annual Meeting and what is the voting requirement for each?	88
How many shares must be present or represented to conduct business at the 2024 Annual Meeting?	89
What will I need to attend the 2024 Annual Meeting?	89
How can I vote my shares in the 2024 Annual Meeting?	89
How can I vote my shares without attending the 2024 Annual Meeting?	89
What shares may I vote?	89
May I change my vote or revoke my proxy?	89
What happens if I sign my proxy card but do not give specific voting instructions?	90
What happens if a Director does not receive a majority of the votes cast?	90
Why is JLL making these materials available over the Internet rather than mailing them?	90
How can I have printed copies of the proxy materials mailed to me?	90
What is householding?	90
Why did I receive more than one set of voting materials?	90
Where can I find the voting results of the 2024 Annual Meeting?	91
What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors?	91
Who will pay the cost of this proxy solicitation?	91

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THREE PROPOSALS TO BE VOTED UPON AT THE ANNUAL MEETING

Proposal 1

Election of Ten Directors

Our Nominating and Governance Committee has nominated ten directors for election at this year’s Annual Meeting. Except for Christian Ulbrich, our first-time nominee, all of the remaining nominees are current directors. We are proposing that our shareholders elect all of the ten nominees.

Accordingly, our Board unanimously recommends you vote FOR the election of each of the ten nominees listed below:

 

	Hugo Bagué
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Ann Marie Petach

Questions and answers about our 2024 Annual Meeting and voting

	When		Virtual Meeting		Record Date
	Samuel A. Di Piazza, Jr.	Martin H. Nesbitt	Shailesh Rao
	Colin Dyer	Sheila A. Penrose	Christian Ulbrich
	Dame DeAnne JuliusWednesday, May 22, 2024 8:00 a.m., Central Time		Via live audio webcast at www.virtualshareholder meeting.com/JLL2024		Shareholders as of March 28, 2024 are entitled to vote

 

If elected,

Virtual meeting format

The 2024 Annual Meeting will be conducted online through a live audio webcast. We believe a virtual meeting format facilitates stockholder attendance and enables stockholders to participate fully and equally from any location around the world, at no cost. The accompanying Proxy Statement contains information about attending the 2024 Annual Meeting online. You will not be able to attend the 2024 Annual Meeting physically in person.

Why am I receiving these Directors will serve one-year terms until JLL’smaterials?

The Board has made these materials available to you over the Internet or has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at our 2024 Annual Meeting of Shareholders. The 2024 Annual Meeting of Shareholders is scheduled to be held Wednesday, May 22, 2024, at 8:00 a.m., Central Time, via live audio webcast through the link set out at the top of this page. You will need the 16- digit control number provided on the Notice of Internet Availability of Proxy Materials or your proxy card (if applicable). This solicitation is for proxies for use at the 2024 Annual Meeting or at any reconvened meeting after an adjournment or postponement of the 2024 Annual Meeting.

What items of business will be voted on at the 2024 Annual Meeting and what is the voting requirement for each?

The table below details information regarding the proposals to be voted on at the 2024 Annual Meeting, the Board’s recommendation on how to vote on each proposal, the votes required to approve each proposal, and the effect of abstentions and broker non-votes.

Proposal		Voting Options		Board Recommendation		Vote Required to Adopt the Proposal		Effects of Abstentions		Effect of Broker Non-Votes*
Proposal 1: Election of twelve Directors identified in this Proxy Statement to serve one-year terms until the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified		For, Against or Abstain on each nominee		FOR eachnominee		Majority of votes cast with respect to each nominee		No effect		No effect
Proposal 2: Approval, by non-binding vote, of named executive officer compensation		For, Against or Abstain		FOR		Majority of votes cast		No effect		No effect
Proposal 3: Approval of the Third Amended and Restated 2019 Stock Award and Incentive Plan		For, Against or Abstain		FOR		Majority of votes cast		No effect		No effect
Proposal 4: Ratification of appointment of KPMG LLP as JLL’s independent registered public accounting firm for the year ending December 31, 2024		For, Against or Abstain		FOR		Majority of votes cast		No effect		N/A: brokers have discretion to vote without instructions

*	See “What happens if I sign my proxy card but do not give specific voting instructions?” for an explanation of the term “broker non-vote.”

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How many shares must be present or represented to conduct business at the 2024 Annual Meeting?

We will have a quorum to hold the 2024 Annual Meeting and transact business if holders of a majority of shares of our common stock that are issued and outstanding and entitled to vote are present or represented by proxy.

What will I need to attend the 2024 Annual Meeting?

You are entitled to attend the virtual 2024 Annual Meeting online only if you were a shareholder of record at the close of business on Thursday, March 28, 2024—the Record Date—or you hold a valid proxy for the 2024 Annual Meeting. You may attend the 2024 Annual Meeting, vote, and submit a question during the 2024 Annual Meeting by visiting www.virtualshareholdermeeting.com/JLL2024 and using your 16-digit control number to enter the meeting. If you are not a shareholder of record but hold shares as a beneficial owner in 2017 and until their successors are elected and qualify,street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee, or until their earlier death, resignation, retirement, disqualificationnominee, or removal.other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual 2024 Annual Meeting.

 

AtThe recording, distribution or reproduction of the 2024 Annual Meeting, or any portion of the 2024 Annual Meeting, for any reason is strictly prohibited.

How can I vote my shares in the 2024 Annual Meeting?

Our 2024 Annual Meeting will be held entirely online. Shareholders may participate in the 2024 Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/JLL2024. To participate in the 2024 Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record at the close of business on Thursday, March 28, 2024—the Record Date— may be voted electronically during the 2024 Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record as of the Record Date also may be voted electronically during the 2024 Annual Meeting. However, even if you plan to attend the 2024 Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the 2024 Annual Meeting.

How can I vote my shares without attending the 2024 Annual Meeting?

To vote your shares without attending the meeting, please follow the instructions for Internet or telephone voting on the Notice of Internet Availability of Proxy Materials. If you request printed copies of the proxy materials by mail, you may also vote by signing and submitting your proxy card and returning it by mail, if you are the shareholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the shareholder of record. This way your shares will be represented whether or not you are able to attend the meeting.

What shares may I vote?

Only shareholders of record of JLL’s common stock at the close of business on the Record Date are entitled to notice of, and to vote at, the 2024 Annual Meeting. To determine whether a quorum is present at the 2024 Annual Meeting, we will count shares of our common stock represented in person or by properly executed proxy. Each share is entitled to one vote each validfor as many individuals as there are Directors to be elected, and one vote on all other matters. As of the Record Date, there were 47,497,345 voting shares of common stock outstanding.

May I change my vote or revoke my proxy?

You may change your vote at any time prior to the vote at the 2024 Annual Meeting. If you are the shareholder of record, you may change your vote by:

•	Granting a new proxy bearing a later date (which automatically revokes the earlier proxy);
•	Providing written notice that you wish to revoke your proxy; or
•	If you are a registered shareholder or hold a proxy from a registered shareholder (and meet other requirements as described in “What will I need to attend the 2024 Annual Meeting?” above), you may attend the 2024 Annual Meeting online and vote electronically through the virtual meeting platform.

A written notice of revocation must be sent to our Corporate Secretary at our principal executive office. Attendance at the 2024 Annual Meeting online will not cause your previously granted proxy returned to JLL for the ten nominees listed abovebe revoked unless you specifically so request.

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If you hold your shares in street name, you may change your vote by:

•	submitting new voting instructions to your broker, trustee or nominee; or
•	attending the 2024 Annual Meeting online and voting on the virtual meeting platform, but only if you have a legal proxy from your broker, trustee, or nominee giving you the right to vote your shares.

What happens if I sign my proxy card but do not give specific voting instructions?

If you hold shares in your own name, and you submit a proxy without giving specific voting instructions, the proxy specifies otherwise. Proxies may not be voted for more than ten nominees for Director. Whileholders will vote your shares in the Board does not anticipate that any of the nominees will be unable to stand for election as a Director at the 2016 Annual Meeting, if that is the case, proxies will be voted in favor of such other person or persons as our Board may designate.

We provide biographical information for each of the nominees above under the caption “Directors and Corporate Officers.” For each of the nominees, we also provide below a statement of their qualifications to serve as a member of our Board of Directors:

Hugo Bagué:As the chief human resources and safety officer for a complex global enterprise with a large number of employees, Mr. Bagué brings significant experience with employee relations, communications and compensation issues that are helpful to our Board’s oversight of a global firm whose most important assets are our people. Additionally, from his other operational responsibilities at Rio Tinto, which have increased significantly, Mr. Bagué contributes to our Board perspectives on public relations, procurement, information systems, and corporate sustainability. Most recently, he has provided significant input on evaluating our management of safety matters and communications with staff and outside contractors. His work for other multi-national companies provides insights into operating within different cultures, business environments, and legal systems, particularly in Continental Europe and also within the technology and healthcare industries, both of which are important to our future growth strategy.

Samuel A. Di Piazza, Jr.:Having risen to the most senior executive role within the world’s largest professional services firm, Mr. Di Piazza brings to our Board’s oversight responsibilities additional broad management experience within a multi-cultural, complex organization providing services to diverse client types across the globe. This includes managing and compensating a staff of highly trained and motivated professionals, developing and maintaining strong client relationships, infusing integrity and productivity into all aspects of a widely dispersed business, particularly within highly regulated environments, evaluating M&A opportunities, and pursuing sophisticated enterprise risk management techniques. Mr. Di Piazza also has significant accounting experience, including managing a tax practice and as part of standards setting organizations, that will help further informmanner recommended by our Board on related matters. His service on the Boards of other highly sophisticated organizations provides us with additional governance perspectives and experience with critical business issues including cyber-security. He has also been very involvedall matters presented in the development of sustainability and integrated reporting standards and practices, both of which disciplines are increasingly important to JLL.

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Colin Dyer:Mr. Dyer’s previous service as the chief executive officer for both a major international retailer and an entrepreneurial Internet-based business contributes a wide ranging perspective on all aspects of management, including operations, enterprise risk management, client relationship management, the use of technology, corporate finance, evaluation of M&A opportunities, talent management, marketing, and compensation structuring, all of which are important components of our Board’s oversight. Mr. Dyer also has broad international and cultural experience, which is critical to the proper functioning of a global firm like ours. His management consulting background and engineering discipline are useful in overseeing the development and implementation of corporate strategies. His previous service on the board of another public company, and his chairmanship of its audit committee, provide additional grounding to our Board in governance and the oversight of a complex business organization. Mr. Dyer’s more than ten years of service to JLL also serve to bridge the outside directors’ experiences with the particular culture and needs of the Company.

Dame DeAnne Julius:Within the increasingly complex and interconnected world in which JLL seeks to thrive, Dame DeAnne contributes an important global perspective on economics and government policy that is informed by the depth of her experience as the senior-most economist at major corporations, her involvement with organizations that are at the core of global financial policy making and, most recently, at a major educational institution. This has become increasingly compelling given the particularly dynamic nature of the geo-political aspects that are involved in the European Union, the United States, China, and the Middle East. Moreover, her current and previous directorships provide her with governance and oversight experience at complex, global public companies as well as a prominent professional services firm. She therefore contributes insights into energy, enterprise risk, environmental, healthcare/pharmaceutical, succession planning and client service issues that are also critical to growth businesses within JLL.

Ming Lu:Mr. Lu brings to the Board extensive knowledge about overseeing the development and operations of companies in Asia, and particularly China, one of the most important regions for our future growth potential. He has broad and deep experience in evaluating emerging market dynamics and integrating acquisitions, which has become increasingly important to our firm given the extent of our M&A activities during recent years. His experience in structuring compensation to motivate executive behavior that is aligned with our shareholders’ interests are useful to his service as the Chairman of our Compensation Committee. As a partner with one of the world’s most prominent private equity firms, Mr. Lu also contributes a general expertise in investment evaluation and management, enhancement of balance sheet and financial strength, entrepreneurialism, management of credit and credit agreements, and management of banking and investment banking relationships.

Martin H. Nesbitt:An alumnus of our investment management business from early in his career who has continued to be involved in the development and management of different types of real estate, Mr. Nesbitt brings significant experience to the Board that is central to the core of the Company’s mission and business. His experience as the co-founder and chief executive officer of an entrepreneurial real estate venture helps inform our Board’s oversight of the Company’s strategic development and marketing efforts, as well as the execution of its business plans. His more recent establishment of an investment fund focusing on industries such as education and healthcare will add private equity and public sector perspectives. Mr. Nesbitt’s involvement in the pursuit of Chicago’s Olympics bid for 2016 and leadership in the development of the Obama Presidential Library is useful to our Company’s continuing involvement in public-private initiatives and in city planning matters. Additionally, his urban, cultural and community activities enrich the Board’s oversight of the Company’s corporate social responsibility and diversity initiatives.

Sheila A. Penrose:Ms. Penrose, whose career at a significant banking organization culminated in her running its corporate business and serving as a member of its management committee, provides our Board with a depth of experience in client relationship management, all aspects of corporate finance and banking relationships, enterprise risk management, executive compensation and international business transactions. Her experience with a management consulting firm enhances our Board’s oversight of strategic development activities, evaluation of M&A opportunities, and succession planning. Her service on the board of directors of a major foodservice retailer enhances her contribution to our Board’s consideration of governance issues and the functioning of our Nominating and Governance Committee, which she chairs, and sophistication about branding and marketing matters. Ms. Penrose’s role as the Company’s non-executive chairman also gives her additional knowledge about our Company’s services and staff which is useful to our Board’s deliberations. Additionally, Ms. Penrose has been a vocal proponent of the benefits to corporations of diversity and community involvement, which has helped our Board discuss and promote those issues with our senior management.

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Ann Marie Petach:Ms. Petach’s career has included very senior finance and management positions at each of a major global manufacturing and an investment management business, as the result of which she contributes to our Board additional sophisticated financial acumen within the international arena, for example with currency exchangetheir discretion should any other matters and with respect to relationships with banks and investment banks. She also has strategic and operational perspectives that are particularly useful to our LaSalle Investment Management business, including with respect to client relationships and the deployment of capital. In her first year of service to our Board, Ms. Petach has provided useful insights to many aspects of our enterprise risk management activities, such as our internal audit and Sarbanes Oxley practices, controls, productivity initiatives, and compliance within an increasingly heavily regulated environment. Moreover, she has experience with corporate disclosure and investor relations that inform our Board’s oversight of the securities aspects of a public company and engagement with shareholders.

Shailesh Rao:Having served in senior executive positions with Google and Twitter, two of the world’s most prominent and successful digital companies, Mr. Rao has extensive experience with developing and marketing systems that apply technology to social networking, search, data management and digital applications of business processes, all of which will inform the Board’s oversight of how the Company is using technology, data mining, and social networks as a core aspect of how it establishes and implements its business models and strategies. Mr. Rao’s experience has spanned the globe, which is consistent with our need for Board members with multi-cultural perspectives and an understanding of the business environment in different countries. His entrepreneurial activities are useful to our Board’s consideration of potential acquisitions and the Company’s establishment of new or adjacent service lines.

Christian Ulbrich:Mr. Ulbrich’s ten years of experience at JLL in total, the last seven of which have been as the CEO of our EMEA business and as a member of our Global Executive Board, will provide the Board with additional foundational information about the Company’s strategy, operations, the nature of its business and geographies, and its client relationships, as well as managing an integrated business in a multi-cultural environment. Mr. Ulbrich has been particularly involved in the Company’s development of on-line marketing and acquisition strategies, which will continue to be critical aspects of the Board’s oversight. His previous chief executive and other management roles with financial institutions will provide important perspectives on organizational leadership and on client needs and perspectives. Mr. Ulbrich’s current service on the Board of a major German public company in the residential sector will contribute comparative insights on corporate governance and organization.

Proposal 2

Non-binding advisory “say-on-pay” vote approving executive compensation

We are asking our shareholders to provide a non-binding say-on-pay advisory approval of the compensation of our Named Executive Officers as we have described it above in the “Executive Compensation” section of this Proxy Statement.

Our Board unanimously recommends you vote FOR the advisory say-on-pay vote approving executive compensation.

Our Board believes that that we have an executive compensation program that has proven itself over the years to have retained top-quality executives who have been appropriately motivated to act in the best interests of our shareholders, clients, staff and the other constituencies who interact with a global organization such as ours. We believe we have a program that encompasses the attributes of best-practices in compensation, including:

Pay-for-performance philosophy, with significant upward and downward flexibility built to correspond to the financial results of an inherently cyclical business;

Balanced mix of short- and long-term focused compensation;

Significant use of equity to align with shareholder interests;

No tax gross-ups and limited use of perquisites;

Limited benefits in the event of a change in control, with double-trigger requirement for severance benefits and accelerated vesting of equity awards under our long-term incentive plans;

Limited severance benefits;

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Recapture of certain incentives in the event of a subsequent restatement of financial statements; and

Features to mitigate the use of overly-risky strategies that do not serve the longer-term sustainability of the organization.

Accordingly, our Board requests that our shareholders vote to approve our executive compensation program. While this vote is not binding on our Company, it will provide information to our Compensation Committee and our management regarding investor sentiment about our executive compensation philosophy, policies and practices. We will consider this information when determining executive compensation for 2016 and beyond.

Proposal 3

Ratification of appointment of independent registered public accounting firm

The Audit Committee has appointed the firm of KPMG LLP as JLL’s independent registered public accounting firm for 2016. A proposal to ratify this appointment will be presented at the 20162024 Annual Meeting. We are asking our shareholders

If you hold shares in street name and do not provide your broker with specific voting instructions, under the rules that govern brokers in such circumstances, your broker will not have the authority to exercise discretion to vote your shares on any proposal other than the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2016.

The Board unanimously recommends you vote FOR ratification of such appointment.2024. This is commonly called a “broker non-vote.”

 

The Audit Committee retains

What happens if a Director does not receive a majority of the rightvotes cast?

Under our By-Laws, if a Director does not receive the vote of at least the majority of the votes cast, that Director must promptly tender a resignation to appoint a substitute independent registered public accounting firm at any time during 2016 for any reason whatsoever.the Board. For more information, see “Majority voting” on page 24.

 

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PROXY DISTRIBUTION AND SOLICITATION EXPENSE

Why is JLL is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. If you choose to access any proxy materials and/or voteavailable over the Internet you are responsible for Internet access charges yourather than mailing them?

Under the SEC’s “Notice and Access Rule,” we may incur.furnish proxy materials electronically rather than mailing printed copies to each shareholder. Electronic delivery helps us meet our sustainability goals and also saves significant postage, printing, and processing costs. If you choose to votereceived a Notice of Internet Availability of Proxy Materials by telephone,mail, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities.

We have hired Broadridge Investor Communications Solutions, Inc. to assist us in the distributiona printed copy of our proxy materials (but notunless you specifically request one. Instead, the Notice of Internet Availability of Proxy Materials explains how to access and review our proxy materials online and how to access your proxy card to vote your shares.

How can I have printed copies of the proxy materials mailed to me?

If you received a Notice of Internet Availability by mail, and you would prefer to receive a printed copy of our proxy materials, including a paper proxy card, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

What is householding?

As permitted by SEC rules, to the extent we are delivering paper copies of our proxy materials, only one copy of this Proxy Statement is being delivered to shareholders residing at the same address unless the shareholders have notified us of their desire to receive individual copies. This is known as “householding.” We will promptly deliver a separate copy of the Proxy Statement to any shareholder who requests one. Requests for additional copies for the solicitationcurrent year or future years should be directed to our Corporate Secretary at our principal executive office. If you share an address with other shareholders and currently receive multiple copies of the Proxy Statement, you may request that only a single copy be mailed in the future. Record holders can make such a request by contacting Computershare by phone at +1.866.210.8055 or by mail at 150 Royall Street, Suite 101, Canton, Massachusetts 02021. Beneficial owners should contact their bank, broker, or other nominee.

Why did I receive more than one set of voting materials?

If you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each account. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one Notice of Internet Availability of Proxy Materials. Please vote each proxy you receive, since each one represents different shares that you own.

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Where can I find the voting results of the 2024 Annual Meeting?

We intend to announce preliminary voting results at the 2024 Annual Meeting and then disclose the final results in a Form 8-K filing with the SEC within four business days after the 2024 Annual Meeting.

What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors?

Shareholder proposals intended to be presented at the annual meeting in 2025 and included in JLL’s proxy statement and form of proxy votes).relating to that annual meeting pursuant to Rule 14a-8 under the 1934 Act must be received by JLL at our principal executive office by December 13, 2024.

Our By-Laws require that any proposals made outside of Rule 14a-8 must be submitted to our Corporate Secretary at our principal executive office between January 22, 2025, and February 21, 2025. In addition, any shareholder intending to nominate a candidate for election to the Board at the annual meeting in 2025 must give timely written notice to our Corporate Secretary at our principal executive office between January 22, 2025, and February 21, 2025.

In addition to satisfying the foregoing requirements under our By-Laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than JLL’s nominees must provide notice that sets forth the information required by Rule 14a-19 promulgated under the Exchange Act no later than March 24, 2025.

Shareholders may, subject to and in accordance with our By-Laws, recommend director candidates for consideration by the Nominating, Governance and Sustainability Committee. The recommendation must be delivered to our Corporate Secretary, who will forward the recommendation to the Nominating, Governance and Sustainability Committee for consideration.

Our “Proxy Access for Director Nominations” bylaw permits a shareholder, or a group of up to 20 shareholders, owning at least 3% of JLL’s outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareholder and the nominee(s) satisfy the requirements set forth in our By-Laws. We must receive a shareholder’s notice to nominate a director using JLL’s proxy materials between November 13, 2024, and December 13, 2024. Such notice should be addressed to the Corporate Secretary at our principal executive office and contain the information required by our By-Laws under Article III, Section 15.

Who will pay Broadridge customary fees, costs and expenses for these services.

the cost of this proxy solicitation?

 

This solicitation is made by the Board on behalf of JLL. JLL will pay the cost of soliciting proxies. We have hired D.F. King & Co., Inc. to assist us in the solicitation of votes. We will pay D.F. King a fee of $9,500$10,500 plus customary costs and expenses for their services. We have agreed to indemnify D.F. King against certain liabilities arising out of or in connection with their services.

 

Upon request, we will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for forwarding proxy and solicitation materials to shareholders. Upon request, weIn addition, certain JLL officers and employees, who will also reimburse brokerage houses and other custodians, nominees and fiduciariesreceive no additional compensation for forwarding proxy and solicitation materials to shareholders.their services, may solicit proxies.

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Annexes

Annex A Reconciliation of GAAP and Non-GAAP Financial Measures	94
Non-GAAP financial measures	94
Adjustments to GAAP financial measures used to calculate non-GAAP financial measures	94
Reconciliation of non-GAAP financial measures	95
Reconciliation of AIP financial measures	97
Annex B Pay ratio excluded employees	98
Annex C Third Amended and Restated 2019 Stock Award and Incentive Plan	99
Third Amended and Restated Effective Date: May 22, 2024	99

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Annex A Reconciliation of GAAP and Non-GAAP Financial Measures

Non-GAAP financial measures

On February 15, 2024, management received a letter from the SEC Staff informing the Company of the Staff’s objection to the Company’s “Fee revenue” and “Fee-based operating expenses” non-GAAP measures, citing questions 100.04 and 100.01 of the SEC Staff’s non-GAAP Compliance & Disclosure Interpretations as it relates to the historical non-GAAP adjustment of Gross contract costs. As such, effective with the first-quarter 2024 reporting cycle, the Company will remove all references to both measures. Management is currently reviewing options for revised presentation of non-GAAP disclosures.

Management uses certain non-GAAP financial measures to develop budgets and forecasts, measure and reward performance against those budgets and forecasts, and enhance comparability to prior periods. These measures are believed to be useful to investors and other external stakeholders as supplemental measures of core operating performance and include the following:

P(i)	Adjusted EBITDA attributable to common shareholders (“Adjusted EBITDA”) and Adjusted EBITDA margin;
(ii)	Adjusted net income attributable to common shareholders and Adjusted diluted earnings per share; and
(iii)	Free Cash Flow.

The Adjusted EBITDA definition was updated to include an adjustment for equity earnings/losses described below. Prior period results have been recast to conform to this definition.

However, non-GAAP financial measures should not be considered alternatives to measures determined in accordance with U.S. GAAP. Any measure that eliminates components of a company’s capital structure, cost of operations or investments, or other results has limitations as a performance measure. In light of these limitations, management also considers U.S. GAAP financial measures and does not rely solely on non-GAAP financial measures. Because our non-GAAP financial measures are not calculated in accordance with U.S. GAAP, they may not be comparable to similarly titled measures used by other companies.

Adjustments to GAAP financial measures used to calculate non-GAAP financial measures

Gross Contract Costs represent certain costs associated with client-dedicated employees and third-party vendors and subcontractors and are directly or indirectly reimbursed through the fees we receive. These costs are presented on a gross basis in Operating expenses with the equal amount of corresponding fees in Revenue.

Net Non-Cash Mortgage Servicing Rights (MSR) and Mortgage Banking Derivative Activity consists of the balances presented within Revenue composed of (i) derivative gains/losses resulting from mortgage banking loan commitment and warehousing activity and (ii) gains recognized from the retention of MSR upon origination and sale of mortgage loans, offset by (iii) amortization of MSR intangible assets over the period net servicing income is projected to be received. Non-cash derivative gains/losses resulting from mortgage banking loan commitment and warehousing activity are calculated as the estimated fair value of loan commitments and subsequent changes thereof, primarily represented by the estimated net cash flows associated with future servicing rights. MSR gains and corresponding MSR intangible assets are calculated as the present value of estimated cash flows over the estimated mortgage servicing periods. The above activity is reported entirely within Revenue of the Capital Markets segment. Excluding net non-cash MSR and mortgage banking derivative activity reflects how we manage and evaluate performance because the excluded activity is non-cash in nature.

Restructuring and Acquisition Charges primarily consist of (i) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership or transformation of business processes, (ii) acquisition, transaction and integration-related charges, including non-cash fair value adjustments to assets and liabilities recorded in purchase accounting such as earn-out liabilities and intangible assets and (iii) lease exit charges. Such activity is excluded as the amounts are generally either non-cash in nature or the anticipated benefits from the expenditures would not likely be fully realized until future periods. Restructuring and acquisition charges are excluded from segment operating results and therefore not a line item in the segments’ reconciliation to Adjusted EBITDA.

Amortization of Acquisition-Related Intangibles, primarily composed of the estimated fair value ascribed at closing of an acquisition to assets such as acquired management contracts, customer backlog and relationships, and trade name, is more notable following the company’s increase in acquisition activity in recent years. Such non-cash activity is excluded as the change in period-over-period activity is generally the result of longer-term strategic decisions and therefore not necessarily indicative of core operating results.

Gain or Loss on Disposition reflects the gain or loss recognized on the sale or disposition of businesses. Given the low frequency of business disposals by the company historically, the gain or loss directly associated with such activity is excluded as it is not

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considered indicative of core operating performance. In 2023, we recorded a $0.5 million net loss, versus a $7.5 million net loss in 2022.

Interest on Employee Loans, Net of Forgiveness reflects interest accrued on employee loans less the amount of accrued interest forgiven. Certain employees (predominantly in our Leasing and Capital Markets businesses) receive cash payments structured as loans, with interest. Employees earn forgiveness of the loan based on performance, generally calculated as a percentage of revenue production, annually. Such forgiven amounts are reflected in Compensation and benefits expense. Given the interest accrued on these employee loans and subsequent forgiveness are non-cash and the amounts perfectly offset over the life of the loan, the activity is not indicative of core operating performance and is excluded from non-GAAP measures.

Equity Earnings/Losses (JLL Technologies and LaSalle) primarily reflects valuation changes on investments reported at fair value. Investments reported at fair value are increased or decreased each reporting period by the change in the fair value of the investment. Such activity is excluded as the amounts are generally non-cash in nature and not indicative of core operating performance. 

Reconciliation of non-GAAP financial measures

Below is (i) a reconciliation of Net income attributable to common shareholders to EBITDA and Adjusted EBITDA, (ii) the Net income margin attributable to common shareholders (measured on Revenue), and (iii) the Adjusted EBITDA margin is presented on a local currency basis (and is measured on the basis of Revenue less Gross contract costs adjusted for Net non-cash MSR and mortgage banking derivative activity).

		Year Ended December 31,
($ in millions)		2023		2022
Net income attributable to common shareholders		$225.4		$654.5
Add:
Interest expense, net of interest income		135.4		75.2
Provision for income taxes		25.7		200.8
Depreciation and amortization(1)		234.4		225.2
EBITDA		$620.9		$1,155.7
Adjustments:
Restructuring and acquisition charges		100.7		104.8
Net loss on disposition		0.5		7.5
Net non-cash MSR and mortgage banking derivative activity		18.2		(11.0)
Interest on employee loans, net of forgiveness		(3.6)		(9.7)
Equity losses (earnings) – JLL Technologies and LaSalle		201.7		(47.0)
Adjusted EBITDA		$938.4		$1,200.3
Net income margin attributable to common shareholders		1.1%		3.1%
Adjusted EBITDA margin		12.8%		14.5%

(1)	This adjustment excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders.

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Below is a reconciliation of Net income attributable to common shareholders to Adjusted net income attributable to common shareholders and the components of adjusted diluted earnings per share.

		Year Ended December 31,
($ in millions, except share and per share data)		2023		2022
Net income attributable to common shareholders		$225.4		$654.5
Diluted shares (in thousands)		48,288		49,341
Diluted earnings per share		$4.67		$13.27
Net income attributable to common shareholders		$225.4		$654.5
Adjustments:
Restructuring and acquisition charges		100.7		104.8
Net non-cash MSR and mortgage banking derivative activity		18.2		(11.0)
Amortization of acquisition-related intangibles(1)		66.0		67.4
Net loss (gain) on disposition		0.5		7.5
Interest on employee loans, net of forgiveness		(3.6)		(9.7)
Equity losses (earnings) – JLL Technologies and LaSalle		201.7		(47.0)
Tax impact of adjusted items		(107.1)		(27.5)
Adjusted net income attributable to common shareholders		$501.8		$739.0
Diluted shares (in thousands)		48,288		49,341
Adjusted diluted earnings per share		$10.39		$14.98

(1)	This adjustment excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders.

Below is a reconciliation of net cash provided by operating activities to Free Cash Flow.

($ in millions)		Year Ended December 31, 2023
Cash provided by operating activities		$575.8
Less: Net capital additions - property and equipment		186.9
Free Cash Flow		$388.9

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Reconciliation of AIP financial measures

For purposes of the CD&A, below is (i) a reconciliation of Net income attributable to common shareholders to EBITDA and AIP Adjusted EBITDA, (ii) the Net income margin attributable to common shareholders (against Revenue), and (iii) the AIP Adjusted EBITDA margin. AIP Adjusted EBITDA is a non-GAAP financial measure used by the Compensation Committee in determining executive compensation.

($ in millions)		Year Ended December 31, 2023
Net income attributable to common shareholders		$225.4
Add:
Interest expense, net of interest income		135.4
Provision for income taxes		25.7
Depreciation and amortization(1)		234.4
EBITDA		$620.9
Adjustments:
Qualifying restructuring and acquisition charges(2)		75.7
Net non-cash MSR and mortgage banking derivative activity		18.2
Net loss on disposition		0.5
Interest on employee loans, net of forgiveness		(3.6)
AIP adjusted EBITDA		$711.7
Discretionary adjustment:
Equity losses – JLL Technologies and LaSalle(3)		201.7
AIP adjusted EBITDA with discretionary adjustment		$913.4
Net income margin attributable to common shareholders		1.1%
AIP Adjusted EBITDA margin		9.6%
AIP Adjusted EBITDA margin with discretionary adjustment		12.3%

(1)	This adjustment excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders.
(2)	Represents the portion of the $100.7 million total Restructuring and acquisition charges for the year ended December 31, 2023, which the Compensation Committee adds back in the calculation.
(3)	For 2023, at its discretion, the Compensation Committee opted to exclude JLL Technologies and LaSalle Equity losses from AIP Adjusted EBITDA.

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Annex B Pay ratio excluded employees

Country		Number of Employees
Ecuador		1
Ukraine		1
Guernsey		2
Paraguay		2
Kazakhstan		3
Qatar		3
Bahrain		5
Croatia		5
El Salvador		5
Malta		5
Oman		5
Mauritius		6
Norway		6
Guatemala		8
Jamaica		8
Jersey		8
Denmark		9
Greece		12
Papua New Guinea		13
Trinidad and Tobago		14
Morocco		15
Panama		16
Serbia		16
Uruguay		16
Austria		24
Bangladesh		24
Kenya		26
Nigeria		31
Slovakia		31
Peru		34
Pakistan		37
Türkiye		39
Romania		64
Finland		76
Hungary		76
Czechia		86
Colombia		118
New Zealand		119
Sweden		120
Luxembourg		124
Chile		128
Sri Lanka		130
Switzerland		143
Belgium		149
Macao SAR, China		155
South Africa		218
Egypt		222
Argentina		270
Saudi Arabia		491
Taiwan, China		646
France		1256

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Annex C Third Amended and Restated 2019 Stock Award and Incentive Plan

Third Amended and Restated Effective Date: May 22, 2024

The Jones Lang LaSalle Incorporated 2019 Stock Award and Incentive Plan (the “Plan”) was initially adopted by the Board of Directors of Jones Lang LaSalle Incorporated (the “Company”) and approved by the shareholders on May 29, 2019, then amended and restated following shareholder approval on May 27, 2021 and again on May 25, 2023. The Board has further amended the Plan as set forth herein, subject to approval by the shareholders on May 22, 2024.

The purpose of further amending and restating the Plan is to authorize additional Common Stock for Awards under the Plan. The Plan shall remain in effect until the earliest of (i) the date that no additional Common Stock is available for issuance under the Plan or (ii) the date that the Plan has been terminated in accordance with Article 14.

1. Purpose

The purpose of the Plan is to provide a means through which the Company or its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company or its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Stock, to motivate such persons to achieve long-term Company goals and to more closely align their interests with those of the Company’s shareholders. Unless and until approved by the shareholders of Jones Lang LaSalle Incorporated, no shares of Common Stock shall be issued and no cash payments shall be made under the Plan.

2. Definitions

The following definitions shall be applicable throughout the Plan:

(a)	“Affiliate” means (i) any direct or indirect Subsidiary of the Company or (ii) any other entity that, at the time of granting of an Award, is controlled by the Company and in which the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock (or equivalent equity-type security) of such entity; provided, that, with respect to Incentive Stock Options, the term shall only mean “subsidiary corporation” as defined in Section 424(f) of the Code; further, provided, that, with respect to the award of any “stock right” within the meaning of Section 409A of the Code, such affiliate must qualify as a g e|“service recipient” within the meaning of Section 409A of the Code, to the extent applicable, and in applying Section 1563(a)(1), (2) and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, the language “at least 50 percent” (or, where legitimate business criteria exist as determined by the Committee, “at least 20 percent”) is used instead of “at least 80 percent.”
(b)	“Award” means, individually or collectively, any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Other Stock-Based Award, Dividend Equivalent Award, Deferred Stock Award, or Performance Award granted under the Plan.
(c)	“Award Agreement” means any written agreement, contract or other instrument or document evidencing an Award.
(d)	“Board” means the Board of Directors of the Company.
(e)	“Cause” means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting agreement or similar services agreement between the Participant and the Company or an Affiliate in effect at the time of such termination, or (ii) in the absence of any such employment, consulting or similar services agreement (or the absence of any definition of “Cause” contained therein), the definition established for such term in an Award Agreement for such Award. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.
(f)	“Change in Control” means a change in control of the Company which will be deemed to have occurred if:

	(i)	any “person,” as such term is used in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (A) the Company or any of its subsidiaries, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Stock, or (E) any person or group as used in Rule 13d-1(b) under the Exchange Act, is or becomes the Beneficial Owner, as such term is defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company (not including the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 30% or more of the combined voting power of the Company’s then outstanding securities;
	(ii)	during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than (A) a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this Section 2(g) or (B) other than a director whose initial assumption of office is in connection with an actual or threatened

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		election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;
	(iii)	there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 75% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 25% or more of the combined voting power of the Company’s then outstanding securities; or
	(iv)	the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect) other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 75% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding anything herein to the contrary, in any circumstance in which the definition of “Change in Control” under this Plan would otherwise be operative and with respect to which the additional tax under Section 409A of the Code would apply or be imposed, but where such tax would not apply or be imposed if the meaning of the term “Change in Control” met the requirements of Section 409A(a)(2)(A)(v) of the Code, then the term “Change in Control” herein shall mean, but only for the transaction, event or circumstance so affected and the item of income with respect to which the additional tax under Section 409A of the Code would otherwise be imposed, a transaction, event or circumstance that is both (x) described in the preceding provisions of this definition, and (y) a “change in control event” within the meaning of Treasury Regulations Section 1.409A-3(i)(5).

(g)	“Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other binding interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.
(h)	“Committee” means the Compensation Committee of the Board, as constituted from time to time, or a subcommittee thereof appointed for purposes of the Plan, or if no such committee or subcommittee shall be in existence at any relevant time, the term “Committee” for purposes of the Plan shall mean the Board; provided, however, that during any time that the Common Stock is publicly traded, the Committee shall be a committee of the Board consisting solely of two or more Eligible Directors as necessary in each case to satisfy the requirements of Rule 16b-3 under the Exchange Act with respect to Awards granted under the Plan; provided, further, that, if the Committee includes individuals who are not Eligible Directors then, to the extent permitted under applicable law and with respect to determinations made or to be made by it which are not otherwise delegated pursuant to the Plan, the Committee shall be deemed a subcommittee of only those individuals that constitute Eligible Directors, and those individuals who are not Eligible Directors shall be deemed excluded from the Committee.
(i)	“Common Stock” means the Common Stock of the Company, par value $0.01 per share (and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged).
(j)	“Company” means Jones Lang LaSalle Incorporated, a corporation organized under the laws of the State of Maryland, or any successor corporation.
(k)	“Data” has the meaning set forth in Section 15(z).
(l)	“Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization; provided, for purposes of Sections 422 and 409A of the Code, as applicable, Date of Grant shall mean the date of grant determined in accordance with the requirements of Sections 422 and 409A of the Code, as applicable.
(m)	“Deferral Account” has the meaning set forth in Section 12(d).
(n)	“Deferral Election” has the meaning set forth in Section 12(c).
(o)	“Deferred Compensation Award” means an Award that is subject to Code Section 409A.
(p)	“Deferred Stock” means a right to receive payment in the form of shares of Common Stock (or measured by the value of shares) at the end of a specified deferral period.
(q)	“Disability” or “Total and Permanent Disability” means (except as otherwise expressly provided in the Participant’s Award Agreement or, in the case of an Incentive Stock Option, in which case Disability shall have the definition in Section 22(e)(3) of the Code) a disability qualifying the Participant to receive benefits under the applicable total and permanent disability income plan provided by the Company or the subsidiary of the Company which employs the Participant. Notwithstanding anything herein to the contrary, in any circumstance in which the definition of “Disability” under this Plan would otherwise be operative and with respect to which the additional tax under Section 409A of the Code would apply or be imposed, but

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	where such tax would not apply or be imposed if the meaning of the term “Disability” met the requirements of Section 409A(a) (2)(A)(ii) of the Code, then the term “Disability” herein shall mean, but only for the circumstances so affected and the item of income with respect to which the additional tax under Section 409A of the Code would otherwise be imposed, a “disability” within the meaning of Treasury Regulations Section 1.409A-3(i)(4).
(r)	“Dividend Equivalent” means any right in respect of an Award to receive payments equal to dividends or property, if and when paid or distributed or, as applicable, following a period of vesting or restriction in accordance with the terms of the Plan, on shares of Common Stock.
(s)	“Effective Date” means the date the Plan is approved by shareholders.
(t)	“Eligible Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.
(u)	“Eligible Person” means any (i) individual employed by the Company or an Affiliate; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment, consultancy or service from the Company or any of its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing services to the Company or its Affiliates).
(v)	“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.
(w)	“Exercise Price “has the meaning given such term in Section 7(b) of the Plan.
(x)	“Fair Market Value” means, as of any date, the fair market value of Common Stock or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith or otherwise permitted by the Plan (including with respect to Substitute Awards), the closing price of a share of Common Stock as reported on the principal securities exchange or market on which the Common Stock is then listed or principally traded. If the relevant date does not fall on a day on which the Common Stock has traded on such securities exchange or market, the date on which the Fair Market Value shall be established shall be the last day on which the Common Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee in its discretion. To the extent applicable as determined by the Committee, Fair Market Value will be determined in accordance with Code Section 409A.
(y)	“Former Plan” has the meaning ascribed it in the preamble hereto.
(z)	“Immediate Family Members” has the meaning set forth in Section 15(b).
(aa)	“Incentive Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan and Section 422 of the Code.
(ab)	“Nonqualified Stock Option” means an Option that is not designated by the Committee, or which does not qualify, as an Incentive Stock Option.
(ac)	“Officer” means a person who is an “officer” of the Company or any Affiliate within the meaning of Section 16 of the Exchange Act (whether or not the Company is subject to the requirements of the Exchange Act).
(ad)	“Option” means an Award granted under Section 7 of the Plan.
(ae)	“Option Period” has the meaning given such term in Section 7(c) of the Plan.
(af)	“Other Stock-Based Award” means an Award granted under Section 10 of the Plan.
(ag)	“Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6 of the Plan.
(ah)	“Performance Award” means an Award granted under this Plan subject to Section 11 of the Plan.
(ai)	“Permitted Transferee” has the meaning set forth in Section 15(b)of the Plan.
(aj)	“Person” means any individual or entity, including a corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust, unincorporated association, government or governmental agency or authority.
(ak)	“Plan” means this Jones Lang LaSalle Incorporated Amended and Restated 2019 Stock Award and Incentive Plan, as further amended from time to time.
(al)	“Restricted Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.
(am)	“Restricted Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to certain restrictions (including a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(an)	“Restricted Stock” means shares of Common Stock, subject to certain specified restrictions (including a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(ao)	“Retirement” means, in each of the cases set forth below, the following:

(i)

Grants On or After the Effective Date to Employees Hired Prior to January 1, 2015. Effective for all Awards made on or after the Effective Date to Participants who were hired prior to January 1, 2015, the standard definition of “Retirement” for purposes of each such Award shall mean the termination of employment when any one of the following conditions has been met:

(A)

For such Participants who were 52 years old on January 1, 2015, (1) being at least fifty-five (55) years old with at least ten (10) years of service

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			to the Company and its Affiliates, (2) being at least fifty-five (55) years old and having any combination of age plus years of service to the Company and its Affiliates equal to at least sixty-five (65) or (3) attainment of the statutory retirement age as defined within the country of the Participant’s residence or citizenship, as applicable.
		(B)	For such Participants who were 48 years old or older but younger than 52 years old on January 1, 2015, (1) being at least fifty-seven (57) years old with at least eight (8) years of service to the Company and its Affiliates, (2) being at least fifty-seven (57) years old and having any combination of age plus years of service to the Company and its Affiliates equal to at least sixty-five (65) or (3) attainment of the statutory retirement age as defined within the country of the Participant’s residence or citizenship, as applicable.
		(C)	For such Participants who were younger than 48 years old on January 1, 2015, (1) being at least sixty (60) years old with at least five (5) years of service to the Company and its Affiliates, (2) being at least sixty (60) years old and having any combination of age plus years of service to the Company and its Affiliates equal to at least sixty-five (65) or (3) attainment of the statutory retirement age as defined within the country of the Participant’s residence or citizenship, as applicable.

(ii)

Grants On or After the Effective Date to Employees Hired On or After January 1, 2015. Effective for all Awards made to Participants hired on or after January 1, 2015, the standard definition of “Retirement” for purposes of each such Award shall mean the termination of employment when any one of the following conditions has been met: (1) being at least sixty (60) years old with at least five (5) years of service to the Company and its Affiliates, (2) being at least sixty (60) years old and having any combination of age plus years of service to the Company and its Affiliates equal to at least sixty-five (65) or (3) attainment of the statutory retirement age as defined within the country of the Participant’s residence or citizenship, as applicable. In the case of a Participant who was previously employed by the Company and was re-hired on or after January 1, 2015, prior service will be recognized and he or she will be covered by clause (i) above depending on his or her age on January 1, 2015. In the case of a Participant who becomes employed by the Company as the result of a merger or acquisition, the definition of “Retirement” shall be governed by the applicable contractual documentation related to the transaction, but in the absence thereof then prior service will be recognized and he or she will be covered by clause (i) above depending on his or her age on January 1, 2015. In addition, in the cases of each of clauses (i) and (ii) above, (1) the Company or the Committee may in its discretion impose on a Participant additional conditions regarding non-competition and non-solicitation of clients and employees in order for the Participant to realize the benefits relating to a qualified Retirement for purposes of the Plan and (2) the Board may in its discretion modify the terms of specific Awards, to be reflected in the respective Award Agreements related to such Awards, so as to impose a different definition of “Retirement” from that which is set forth in the Plan.

(ap)	“SAR Period” has the meaning given such term in Section 8(c) of the Plan.
(aq)	“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities Act shall be deemed to include any rules, regulations, or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations, or guidance.
(ar)	“Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.
(as)	“Strike Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option; or (ii) in the case of a SAR granted independent of an Option, an amount not less than the Fair Market Value on the Date of Grant.
(at)	“Subsidiary” means, with respect to any specified Person:

	(i)	any corporation, association or other business entity of which more than 50% of the total voting power of shares or any equivalent equity-type ownership (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof);and
	(ii)	any partnership or limited liability company (or any comparable foreign entity) (a) the sole general partner (or functional equivalent thereof) or the managing general partner of which is such Person and/or a Subsidiary of such Person; or (b) the only general partners (or functional equivalents thereof) of which are that Person and/or one or more Subsidiaries of that Person (or any combination thereof).

(au)

“Substitute Award” has the meaning given such term in Section 5(e).

(av)

“Termination of Service” means, with respect to Deferred Compensation Awards, a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), or, with respect to any other Award, means (i) a Participant is no longer providing services to the Company or an Affiliate as an officer, employee, director, advisor or consultant or (ii) with respect to an individual who is an officer, employee or consultant to an Affiliate, such entity ceases to be an Affiliate of the Company and such individual is not providing services to the Company or another Affiliate; provided, however, that the Committee shall have the discretion to determine whether or when a Participant who terminates services as an employee, but continues to provide services in the capacity of an officer, consultant, advisor

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	or director immediately following such termination, has incurred a Termination of Service.
(aw)	“Total Payment” has the meaning given such term in Section 15(aa).

3. Effective Date; Duration

The Plan shall be effective as of the Effective Date. Unless sooner terminated by the Board in accordance with Section 14 hereof, the expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth (10th) anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.

4. Administration

(a)	Generally. The Committee shall administer the Plan. If a Committee member shall fail to qualify as an Eligible Director, such failure shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan, unless invalidation is required by applicable law or securities exchange requirement. Unless otherwise expressly provided in the applicable charter or bylaws, the acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.
(b)	Committee Authority. Subject to the provisions of the Plan (including as to delegation of authority) and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with Awards; (iv) determine the terms and conditions of any Award and Award Agreement (including approval of forms of Award Agreement(s)); (v) determine whether, to what extent, and under what circumstances Awards may be settled, adjusted, or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination, and take any other action, that the Committee deems necessary or desirable for the administration of the Plan.
(c)	Delegation. The Committee may delegate to one or more Officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect to any matter, right, obligation or election that is the responsibility of or that is allocated to the Committee herein, subject to the requirements of applicable law.
(d)	Discretion of Committee. Unless otherwise expressly provided in the Plan (including in Section 13(b) of the Plan), all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons, including the Company or any Affiliate, any Participant, any holder or beneficiary of any Award and any shareholder of the Company.
(e)	Indemnification. A member of the Board, the Committee, a delegate of the Committee or any employee or agent of the Company acting under the Plan will be indemnified in accordance with the Company’s applicable governing documents as in effect from time to time.
(f)	Discretion to Grant Awards and Interpret Plan. Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan.

5. Shares Subject to the Plan; Grant of Awards; Limitations

(a)	Shares Subject to the Plan. Awards granted under the Plan shall be subject to the following limitations:

	(i)	subject to Section 13 of the Plan, the Committee is authorized to deliver under the Plan 2,033,143 shares of Common Stock;
	(ii)	subject to Section 13 of the Plan, grants of Options or SARs under the Plan in respect of no more than 250,000 shares of Common Stock may be made to any single Participant during any calendar year, and, subject to Section 13 of the Plan, grants of Incentive Stock Options under the Plan in respect of no more than 250,000 shares of Common Stock may be made to any single Participant during any calendar year;
	(iii)	subject to Section 13 of the Plan, no more than 250,000 shares of Common Stock may be earned in respect of Performance Awards denominated in shares of Common Stock granted pursuant to Section 11 of the Plan to any single Participant for a single calendar year during a performance period, or in the event such Performance Award is paid in cash, other securities, other Awards or other property, no more than the Fair Market Value of 250,000 shares of Common Stock on the last day of the performance period to which such Award relates; and
	(iv)	the maximum amount that can be paid to any single Participant in any one calendar year pursuant to a cash compensation opportunity Award described in Section 11 of the Plan shall be $15,000,000. Subject to Section 13 of the Plan, the total compensation for any

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non-employee director for any fiscal year shall not exceed $750,000, which is inclusive of cash and the aggregate grant date value (calculated by multiplying the Fair Market Value of a share of Common Stock on the Date of Grant by the aggregate number of shares subject to such Award) of any Awards granted during any fiscal year.

(b)	Grant of Awards. The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Deferred Stock Awards and/or Performance Awards to one or more Eligible Persons selected in its sole discretion. Common Stock under the Plan may be delivered in settlement of a deferred compensation obligation with the Company, and such grant of Common Stock hereunder shall count under the Plan as an Other Stock-Based Award or Deferred Stock Award (as the case may be) on such terms and conditions as the Committee determines. An Eligible Person may be granted more than one Award under the Plan, and Awards may be granted at any time or times during the term of the Plan. The grant of an Award to an Eligible Person shall not be deemed either to entitle that individual to, or to disqualify that individual from, participation in any other grant of Awards under the Plan.
(c)	Share Counting. For purposes of Section 5(a), (i) each share of Common Stock underlying an outstanding Option under the Plan or Former Plan shall reduce the available shares by one (1) share; (ii) a number equal to the greater of each share available to be delivered upon exercise of a SAR and the number of shares underlying a SAR under the Plan (whether the distribution is made in cash, shares or a combination thereof) shall reduce the available shares by one (1) share, other than a SAR that, by its terms, from and after the Date of Grant thereof is payable only in cash, in which case the available shares shall not be reduced; and (iii) each share of Common Stock delivered pursuant to, or otherwise underlying, an Award under the Plan other than an Option, SAR or Substitute Award (defined below), shall reduce the available shares by one (1) share. Use of shares of Common Stock to pay the required Exercise Price or tax obligations shall, notwithstanding anything herein to the contrary, not be available again for other Awards under the Plan. Shares underlying Awards under this Plan or the Former Plan that are forfeited, cancelled, expire unexercised, or are settled in cash shall be available again for Awards under the Plan. Shares of Common Stock repurchased by the Company with proceeds received from the exercise of an Option issued under this Plan or the Former Plan, or shares of Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award, in either instance, shall not be added back or available for grant hereunder. For the avoidance of doubt, Awards that can only be settled in cash shall not be treated as shares of Common Stock granted for purposes of this Plan. Upon the exercise of an Option or SAR under the Plan or Former Plan settled in shares of Common Stock, the number of shares of Common Stock subject to the Option or SAR (or portion thereof) that is being exercised shall not be available again for other Awards under the Plan notwithstanding the number of shares of Common Stock actually delivered in connection with the exercise of such Award. The maximum number of shares of Common Stock that may be issued under the Plan in this Section 5 shall not be affected by (i) the payment of dividends or Dividend Equivalents in cash or in shares of Common Stock in connection with outstanding Awards; or (ii) any shares required to satisfy Substitute Awards.
(d)	Source of Shares. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued shares, or treasury shares, including shares repurchased by the Company for purposes of the Plan.
(e)	Substitute Awards. Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines(“Substitute Awards”).
(f)	One-Year Period of Restrictions. Except as otherwise provided pursuant to Section 13(b) or Section 14(b), the vesting period or restrictions on any share-based Award granted to any Participant shall not be less than one (1) year from the date of grant; provided that the Committee may provide for a vesting or restriction period of less than one-year for up to 5% of the available shares as set forth in Section 5(a)(i) hereof.

6. Eligibility

Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.

7. Options

(a)

Generally. Each Option granted under the Plan shall be subject to the conditions set forth in this Section 7 and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement (including the Exercise Price and the mechanics (as applicable) for determining or adjusting the Exercise Price). All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(1) of the Code; provided, that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

(b)

Exercise Price. Except as otherwise provided by the Committee in the case of Substitute Awards or pursuant to Section 13, the

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	exercise price (the “Exercise Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share on the Date of Grant; provided, however, that, in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate, the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant.
(c)	Vesting and Expiration. Options shall (i) vest and become exercisable in such manner and on such date or dates, and (ii) expire after such period, not to exceed ten years (the “Option Period”), in each case, as may be determined by the Committee and as set forth in an Award Agreement. With respect to an Incentive Stock Option, the Option Period shall not exceed five years from the Date of Grant granted to a Participant who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate. Notwithstanding any vesting dates set by the Committee in the Award Agreement, the Committee may, consistent with the terms of the Plan, accelerate the vesting and/or exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to vesting and/or exercisability (as determined by the Committee). Unless otherwise provided by the Committee in an Award Agreement or otherwise determined by it in accordance with the Plan: (i) the unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option without consideration therefor, and the vested portion of such Option shall remain exercisable for (A) one year following termination of employment or service by reason of such Participant’s death or Disability, but not later than the expiration of the Option Period or (B) ninety (90) days following termination of employment or service for any reason other than such Participant’s death or Disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the Option Period and (ii) both the unvested and the vested portion of an Option shall automatically expire upon the termination of the Participant’s employment or service by the Company for Cause without consideration therefor.
(d)	Method of Exercise and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until payment or satisfaction of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable may be exercised by delivery of written notice of exercise or, if provided for, electronic notice of exercise, to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or shares of Common Stock having a Fair Market Value on the date of exercise equal to the Exercise Price (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); provided, that such shares of Common Stock are not subject to any pledge or other security interest and are held for the applicable period as determined by the Company’s auditors to avoid adverse accounting charges; and (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion, including: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price; or (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a broker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the Company withholds from the delivery of the shares of Common Stock for which the Option was exercised that number of shares of Common Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of Common Stock for which the Option was exercised. Any fractional shares of Common Stock shall be settled in cash.

The Committee may specify a reasonable minimum number of shares of Common Stock or a percentage of the shares subject to an Option that may be purchased on any exercise of an Option; provided, that such minimum number shall not prevent a Participant from exercising the full number of shares of Common Stock as to which the Option is then exercisable.

(e)	Incentive Stock Options. Any Option designated as an Incentive Stock Option shall not constitute an Incentive Stock Option to the extent such Option is for shares of Common Stock having an aggregate Fair Market Value (as of the Date of Grant) in excess of $100,000, determined as of the date such Option is exercisable for the first time by such Participant during any year and in accordance with the provisions of Section 422 of the Code.
(f)	Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing promptly after the date the Participant makes a disqualifying disposition of any shares of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such shares of Common Stock before the later of (i) two years after the Date of Grant of the Incentive Stock Option; or (ii) one year after the date of exercise of the Incentive Stock Option upon which such shares were issued. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession of any shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.
(g)	Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange on which the securities of the Company are listed or traded.
(h)	Dividend Equivalents. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

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8. Stock Appreciation Rights

(a)	Generally. Each SAR granted under the Plan shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.
(b)	Strike Price. Except as otherwise provided by the Committee in the case of Substitute Awards or pursuant to Section 13, the Strike Price per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share on the Date of Grant.
(c)	Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. Any other SAR shall (i) vest and become exercisable in such manner and on such date or dates; and (ii) expire after such period, not to exceed ten years (the “SAR Period”), in each case as may be determined by the Committee and as set forth in an Award Agreement; provided, however, that notwithstanding any vesting dates set by the Committee in the Award Agreement, the Committee may, in its sole discretion (except as provided in Section 13(b)), accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided by the Committee in an Award Agreement: (i) the unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for (A) one year following termination of employment or service by reason of such Participant’s death or Disability, but not later than the expiration of the SAR Period; or (B) ninety (90) days following termination of employment or service for any reason other than such Participant’s death or Disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the SAR Period; and (ii) both the unvested and the vested portion of a SAR shall expire without consideration therefor upon the termination of the Participant’s employment or service by the Company for Cause.
(d)	Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an Option, the SAR Period), the Fair Market Value of a share of Common Stock exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.
(e)	Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock on the exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock with a Fair Market Value equal to such amount, or any combination thereof, as determined by the Committee in an Award Agreement or otherwise. Any fractional share of Common Stock shall be settled in cash.
(f)	Dividend Equivalents. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an SAR.

9. Restricted Stock and Restricted Stock Units

(a)	Generally. Each such grant of Restricted Stock or Restricted Stock Units under the Plan shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
(b)	Restricted Stock — Accounts, Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an Award Agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and unless otherwise set forth in an applicable Award Agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including the right to vote such Restricted Stock and the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect thereto shall terminate without further obligation on the part of the Company.
(c)	Vesting; Acceleration of Lapse of Restrictions. The Restricted Period shall lapse with respect to an Award of Restricted Stock or Restricted Stock Units at such times as provided by the Committee in an Award Agreement or otherwise determined in a manner consistent with the Plan, and the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant without consideration therefor.
(d)	Delivery of Restricted Stock and Settlement of Restricted Stock Units.

(i)

Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon

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		such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends on Restricted Stock shall accumulate and be withheld until the restrictions on such Restricted Stock lapse. Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award Agreement).
	(ii)	Unless otherwise provided by the Committee in an Award Agreement or otherwise determined by the Committee in accordance with the Plan, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Common Stock for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of such Restricted Stock Units; or (B) defer the delivery of shares of Common Stock (or cash or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the shares of Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld.

(e)

Legends on Restricted Stock. As determined by the Committee in its sole discretion, each certificate representing Restricted Stock awarded under the Plan shall bear a legend in the form and containing such information as the Committee determines appropriate until the lapse of all restrictions with respect to such Common Stock.

(f)

Dividend Equivalents. Unless otherwise provided in an Award Agreement, each Restricted Stock Unit shall include the right to receive Dividend Equivalents as provided herein. Dividend Equivalents will accumulate and be withheld until the applicable Restricted Stock Units upon which the Dividend Equivalents are awarded vest and any Dividend Equivalent payments that have accumulated and have been withheld by the Committee and attributable to any particular Restricted Stock Unit shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalent payments then due. Upon the vesting and settlement of Restricted Stock Units that include Dividend Equivalents, the Dividend Equivalents attributable to such Restricted Stock Units shall expire automatically.

10. Other Stock-Based Awards

(a)	Generally. The Committee may issue unrestricted shares of Common Stock, or other Awards denominated in shares of Common Stock, whether restricted or unrestricted and whether current or deferred, under the Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole discretion determine.
(b)	Terms and Conditions. Each Other Stock-Based Award granted under the Plan shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
(c)	Dividend Equivalents. Unless otherwise provided in an Award Agreement, each Other-Stock Based Award shall include the right to receive Dividend Equivalents as provided herein. Dividend Equivalents will accumulate and be withheld until the applicable Other-Stock Based Award upon which the Dividend Equivalents are awarded vest (if subject to vesting) and any Dividend Equivalent payments that have accumulated and have been withheld by the Committee and attributable to any particular Other-Stock Based Award shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalent payments then due. Upon the vesting and settlement of Other-Stock Based Award that include Dividend Equivalents, the Dividend Equivalents attributable to such Other-Stock Based Award shall expire automatically.

11. Performance Awards

71(a)	Generally. The Committee shall have the authority to make the grant, vesting or payment of any Award subject to the achievement of one or more performance goals established by the Committee in such amounts and upon such terms as the Committee shall determine (“Performance Awards”).
(b)	Discretion of Committee with Respect to Performance Awards. With regard to a particular Award, the Committee shall have sole discretion to select the length of the period for measuring performance, the type(s) of Performance Awards to be issued, the performance measures that will be used for a Performance Award, the kind(s) and/or level(s) of performance that will lead to the vesting or grant of shares subject to a Performance Award, and to determine the performance achieved and level of payout under such Performance Award (except as provided by Section 13(b)).
(c)	Payment of Performance Awards. Unless otherwise provided in the applicable Award Agreement or as otherwise determined by the Committee, a Participant must be employed by the Company or an Affiliate of the Company on the date of payment with respect to a performance period for a Performance Award to be eligible to receive such payment in respect of the Performance Award.
(d)	Timing of Payments. Performance Awards granted for a performance period shall be paid to Participants as soon as administratively practicable following completion of the

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performance period and in a manner intended to be exempt or comply with Code Section 409A and local law, as applicable. For Performance Awards covering participants who are U.S. employees and for which no Deferral Election has been made, Performance Awards will be paid in the fiscal year that follows the fiscal year during which the performance period ends and no later than two-and-one-half months following the end of the fiscal year during which the performance period is completed (or at such other time as would not result in a violation of Code Section 409A).

(e)

Dividend Equivalents. The Committee may grant Dividend Equivalents in respect of Performance Awards. Unless otherwise provided in an Award Agreement, no Performance Award shall include the right to receive Dividend Equivalents. Any Dividend Equivalents granted in respect of Performance Awards will accumulate and be withheld until the applicable Performance Awards upon which the Dividend Equivalents are awarded vest and any Dividend Equivalent payments that have accumulated and have been withheld by the Committee and attributable to any particular Performance Awards shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalent payments then due. Upon the vesting and settlement of Performance Awards that include Dividend Equivalents, the Dividend Equivalents attributable to such Performance Awards shall expire automatically.

12. Deferred Stock

(a)	Grant of Deferred Stock. Subject to and consistent with the provisions of the Plan and applicable requirements of Section 409A of the Code, the Committee, at any time and from time to time, may grant Deferred Stock to any Eligible Person in such number, and upon such terms, as the Committee may determine (including, to the extent allowed by the Committee, grants at the election of a Participant to convert shares of Common Stock to be acquired upon lapse of restrictions on Restricted Stock or Restricted Stock Units into such Deferred Stock). A Participant shall have no voting rights with respect to Deferred Stock Awards unless otherwise expressly determined otherwise by the Committee.
(b)	Award Agreement. Each grant of Deferred Stock shall be evidenced by an Award Agreement that shall specify the number of shares of Common Stock underlying the Deferred Stock subject to an Award, the settlement date such shares of Deferred Stock shall be settled and such other provisions as the Committee shall determine that are in accordance with the Plan and Section 409A of the Code.
(c)	Deferred Stock Elections.

	(i)	Making of Deferral Elections. If and to the extent permitted by the Committee, an Eligible Person may elect (a “Deferral Election”), at such times and in accordance with rules and procedures adopted by the Committee (which shall comport with Section 409A of the Code), to receive all or any portion of such Eligible Person’s salary, bonus (including, for the avoidance of doubt, bonuses paid under another plan of the Company) and/or retainer (in the case of a director) (including any cash or share award, other than Options or SARs) either in the form of a number of shares of Deferred Stock equal to the quotient of the amount of salary, bonus and/or retainer or other permissible Award to be paid in the form of Deferred Stock divided by the Fair Market Value of one share of Common Stock on the date such salary, bonus, retainer or other such Award would otherwise be paid in cash or distributed in shares or pursuant to such other terms and conditions as the Committee may determine. The Date of Grant for an Award of Deferred Stock made pursuant to a Deferral Election shall be the date the deferrable amount subject to a Deferral Election would otherwise have been paid to the Participant in cash or shares, unless otherwise determined by the Committee.
	(ii)	Timing of Deferral Elections. Deferral Elections must be timely filed with the Company pursuant to procedures and policies established by the Committee from time to time.

(d)	Deferral Account.

	(i)	Establishment of Deferral Accounts. The Company shall establish an account (“Deferral Account”) on its books for each Eligible Person who receives a grant of Deferred Stock or makes a Deferral Election. Deferred Stock shall be credited to the Participant’s Deferral Account as of the Date of Grant of such Deferred Stock. Deferral Accounts shall be maintained for recordkeeping purposes only, and the Company shall not be obligated to segregate or set aside assets representing securities or other amounts credited to Deferral Accounts. The obligation to make distributions of securities or other amounts credited to Deferral Accounts shall be an unfunded, unsecured obligation of the Company and no Participant shall have the rights in respect of Deferral Accounts greater than that of an unsecured creditor of the Company.
	(ii)	Crediting of Dividend Equivalents. Except as otherwise provided in an Award Agreement, whenever dividends are paid or distributions made with respect to shares of Common Stock, Dividend Equivalents shall be credited to Deferral Accounts on all Deferred Stock credited thereto as of the record date for such dividend or distribution but only to the extent that a Participant to whom Deferred Stock has been credited is vested in his or her Deferred Stock as of such record date. No Dividend Equivalents will be credited (or accumulated) to Deferral Accounts on any Deferred Stock credited thereto for which a Participant has not vested in his or her Deferred Stock as of such record date. Such Dividend Equivalents to be credited to the Deferral Account shall be in the form of additional Deferred Stock in a number determined by dividing the aggregate value of such Dividend Equivalents by the Fair Market Value of a share at the payment date of such dividend or distribution.
	(iii)	Settlement of Deferral Accounts. The Company shall settle a Deferral Account by delivering to the holder thereof (which may be the Participant or his or her beneficiary, as applicable) a number of shares of Common Stock equal to the number of shares of

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Deferred Stock then credited to the Participant’s Deferral Account (or a specified portion in the event of any partial settlement); provided, however, that, unless otherwise determined by the Committee, any fractional shares of Deferred Stock remaining in the Deferral Account on the settlement date shall be distributed in cash in an amount equal to the Fair Market Value of a share of Common Stock as of the settlement date multiplied by the remaining fractional share, as determined by the Committee. The settlement date for all Deferred Stock credited in a Participant’s Deferral Account shall be determined in accordance with Section 409A of the Code and shall be specified in the applicable Award Agreement or Deferral Election. The Committee may establish a sub-plan to reflect the Deferred Stock provisions under the Plan and the procedures, policies and terms applicable thereto.

(e)	Sub-plan. The Committee may establish one or more sub-plans hereunder that are consistent with the terms of the Plan with respect to Deferral Accounts, Deferred Stock, and/or deferred amounts hereunder, including so as to comply with Code Section 409A to the extent applicable.

13. Changes in Capital Structure and Similar Events

(a)

Effect of Certain Events. In the event of (i) any extraordinary dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including a Change in Control) that affects the shares of Common Stock; or (ii) unusual or nonrecurring events (including a Change in Control) affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including any or all of the following:

	(i)	adjusting any or all of (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including adjusting any or all of the limitations under Section 5 of the Plan); and (B) the terms of any outstanding Award, including (1) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards; or to which outstanding Awards relate; (2) the Exercise Price or Strike Price with respect to outstanding Awards; or (3) any applicable performance measures (including performance measures and performance goals);
	(ii)	providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event; and
	(iii)	and if not assumed or substituted, canceling any one or more outstanding Awards or portion thereof and causing to be paid to the holders thereof, in cash, shares of Common Stock, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other shareholders of the Company in such event), including, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however, that in the case of any “equity restructuring” (within the meaning of FASB Accounting Standards Codification Topic 718 or any successor rule), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 13 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any otherwise applicable adjustments under this Section 13 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act or the exemption under Section 409A of the Code, to the extent applicable. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

(b)

Effect of Change in Control. If, during the effectiveness of the Plan, a Change in Control occurs and, during the two-year period immediately following the consummation of such Change in Control, a Participant incurs an involuntary Termination of Service without Cause, such Participant shall be entitled to the following treatment with respect to his or her Awards (as applicable): (A) each Option and SAR that is at the time outstanding under the Plan shall become fully vested and exercisable with respect to all shares of Common Stock covered thereby; (B) the Restricted Period shall expire and restrictions applicable to all outstanding Restricted Stock Awards and Restricted Stock Units shall lapse and such Awards shall become fully vested; and (C) all outstanding Performance Awards for any performance period that was in effect at the date of Termination of Service will vest in full, calculated as to each such Performance Award assuming that any performance goal will have been achieved (for the entire performance

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period) at the target level. Notwithstanding any provision of the Plan to the contrary, following a Change in Control, the Committee shall not have any discretion to amend or modify the terms of any Award that was in effect immediately prior to the Change in Control; including, without limitation, as a result of its use of the discretionary authority under Section 13(a) of the Plan as a result of the Change in Control other than as required to comply with changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law.

(c)

No Limit on Power to Undertake Changes in Capital Structure and Similar Events. The existence of this Plan and Awards granted hereunder shall not affect in any way the right or power of the Board or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities senior to, or affecting, the Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

14. Amendments and Termination

(a)

Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that (i) no amendment to Section 11(c) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without shareholder approval; and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including as necessary to comply with any rules or requirements of any securities exchange on which the Common Stock may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

(b)

Amendment of Award Agreements. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that, without shareholder approval as may be required by applicable law or the rules of the applicable securities exchange on which the Common Stock is listed or quoted, except as otherwise permitted under Section 13 of the Plan or in connection with Substitute Awards, (i) no amendment or modification may reduce, and the Committee shall not reduce, the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR, another Award, or cash, and (iii) the Committee may not take any other action with respect to an Option or SAR that is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange on which the Common Stock is listed.

15. General

(a)

Award Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to and, to the extent required by the Committee, executed (or otherwise agreed to in electronic form) by the Participant (whether in paper or electronic medium (including e-mail or the posting on a web site maintained by the Company or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including, as applicable, the effect on such Award of the death, Disability or termination of employment or service of a Participant, or of such other events as may be determined by the Committee.

(b)

Nontransferability.

	(i)	Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. Nothing herein shall be construed as requiring the Committee to honor the order of a domestic relations court regarding an Award, except to the extent required under applicable law.
	(ii)	Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited liability company whose only partners or members are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion; or (II) as provided in the applicable Award Agreement (each transferee described in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “Permitted Transferee”), provided, that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that

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		such a transfer would comply with the requirements of the Plan.
	(iii)	The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee, and any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (C) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including that an Option or SAR shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.
(c)	Tax Withholding.

	(i)	A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall be permitted and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding taxes.
	(ii)	Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit or require a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and are held for the applicable period as determined by the Company’s auditors to avoid adverse accounting charges) owned by the Participant having a Fair Market Value equal to such withholding liability; or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a fair market value equal to such liability. Notwithstanding anything herein to the contrary, the amount withheld shall not exceed the maximum statutory tax rates in the Participant’s applicable jurisdictions. The maximum statutory tax rates are based on the applicable rates of the relevant tax authorities (for example, federal, state, and local), including the Participant’s share of payroll or similar taxes, as provided in tax law, regulations or the authority’s administrative practices, not to exceed the highest statutory rate in that jurisdiction (even if that rate exceeds the highest rate that may be applicable to the Participant) and that does not result in adverse accounting consequences.
	(iii)	Notwithstanding the remainder of this clause (d), the withholding of shares of Common Stock having a Fair Market Value equal to such withholding liability shall be the sole method of withholding for any Awards other than Options, SARs, or Dividend Equivalents for which shares of Common Stock are otherwise deliverable pursuant to their terms.

(d)	No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement.
(e)	International Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards (or adopt one or more sub-plans) with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.
(f)	Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. Notwithstanding anything herein to the contrary, to the extent that a Participant’s beneficiary designation would result in a duplication of, or unintended, benefits payable under this Plan or would otherwise violate applicable law, the Committee shall have the authority to

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	disregard such designation, and payments shall be made in accordance with applicable law.
(g)	Termination of Employment/Service. Unless determined otherwise by the Committee at any point following such event or as otherwise provided in an Award Agreement, service shall not be considered terminated in the case of (i) any approved leave of absence; (ii) transfers among the Company or any Affiliate, or any successor, in any capacity of any employee, director or consultant; or (iii) any change in status as long as the individual remains in the service of the Company or an Affiliate in any capacity of employee, director or consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock Option, if such leave exceeds three (3) months, and re-employment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Nonqualified Stock Option on the day following the expiration of such three (3) month period.
(h)	No Rights as a Shareholder. Except as otherwise specifically provided in the Plan or any Award Agreement or otherwise determined by the Committee, no person shall be entitled to the privileges of ownership in respect of shares of Common Stock that are subject to Awards hereunder until such shares have been issued or delivered to that person.
(i)	Government and Other Regulations.

	(i)	The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Committee shall have the authority to provide that all certificates for shares of Common Stock or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange upon which the Common Stock or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions or require representations of a Participant with respect to any Award granted under the Plan that it deems necessary or advisable in order that such Award complies with the applicable securities law and/or other legal requirements of any governmental entity to whose jurisdiction the Award is subject.
	(ii)	The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of shares of Common Stock to the Participant, the Participant’s acquisition of shares of Common Stock from the Company and/or the Participant’s sale of shares of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable); over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof and within such period as would not result in a violation of Code Section 409A.
	(iii)	Notwithstanding any provision herein or in any Award Agreement to the contrary, amounts payable or to be provided hereunder shall be subject to claw-back or disgorgement, to the extent applicable, under the Company’s compensation clawback and recoupment policies (or similar policies of general applicability), as in effect and as may be amended from time to time. If pursuant to Section 10D of the Exchange Act, the Common Stock would not be eligible for continued listing on the securities exchange upon which the Common Stock is listed, if applicable, under Section 10D(a) of the Exchange Act if it (or they) did not adopt policies consistent with Section 10D(b) of the Act, then, in accordance with those policies that are so required, any incentive-based compensation payable to any Participant hereunder or pursuant to any Award Agreement or otherwise shall be subject to clawback in the circumstances, to the extent, and in the manner, required by Section 10D(b)(2) of the Exchange Act, as interpreted by rules of the Securities Exchange Commission or applicable stock exchange.

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(j)

Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been

 

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	made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(k)	Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including the granting of stock options, other equity-based awards or incentive compensation otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.
(l)	No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that, insofar as they may have become entitled to payment of compensation by performance of services, they shall have the same rights as other employees under general law.
(m)	Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates or Subsidiaries and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.
(n)	Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.
(o)	Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to conflict of laws provisions.
(p)	Severability. If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
(q)	Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization of the Company.
(r)	Incentive Stock Options Shareholder Approval. The Plan shall become effective on the Effective Date, provided, however, that no Incentive Stock Options shall be valid as an Incentive Stock Option unless and until the Plan has been approved by shareholders no later than the twelve (12) month anniversary of adoption by the Board in the manner provided under Section 424 of the Code and Treasury Regulations thereunder. Nothing in this clause shall affect the validity of Awards granted after the Effective Date if such shareholder approval has not been obtained.
(s)	Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
(t)	Interpretation. Masculine pronouns and other words of masculine gender shall refer to both men and women. Whenever the words “include,” “includes” or “including” are used in the Plan, they shall be deemed to be followed by the words “without limitation.”
(u)	Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
(v)	Other Agreements. The Committee may require, as a condition to the vesting of, grant of and/or the receipt of shares of Common Stock under an Award, that the Participant execute lock-up or other agreements, as it may determine in its sole and absolute discretion.
(w)	Payments. Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive shares of Common Stock under any Award made under the Plan.
(x)	Brokerage Accounts. Participants shall abide by the terms of any brokerage, custody or similar agreement established by the Company in connection with administration of the Plan, including the automatic reinvestment of dividends and payments on shares of Common Stock awarded under the Plan, to the extent such shares of Common Stock are held pursuant to such agreement. Such brokerage, custody or similar agreement may be modified by the Company (subject to the consent of such broker or applicable counterparty) at any time and from time to time.
(y)	Section 409A. To the extent applicable and notwithstanding any other provision of the Plan, the Plan and Award Agreements hereunder shall be administered, operated and interpreted in accordance with Section 409A of the Code, including any regulations or other guidance that may be issued after the date on which the Board approves the Plan, provided, however, that in the event that the Committee determines that any amounts payable hereunder may be taxable to a Participant under Section 409A of the Code prior to the payment and/or delivery to such Participant of such amount, the Company may (i) adopt such amendments to the

 

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	Plan and related Award, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder; and/or (ii) take such other actions as the Committee determines necessary or appropriate to comply with or exempt the Plan and/or Awards from the requirements of Section 409A of the Code. The Company and Affiliates make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan, and, notwithstanding the above provisions and any agreement or understanding to the contrary, if any Award, payments or other amounts due to a Participant (or his or her beneficiaries, as applicable) results in, or causes in any manner, the application of any adverse tax consequence under Section 409A of the Code or otherwise to be imposed, then the Participant (or his or her Beneficiaries, as applicable) shall be solely liable for the payment of, and the Company and its Affiliates shall have no obligation or liability to pay or reimburse (either directly or otherwise) the Participant (or his or her beneficiaries, as applicable) for, any such adverse tax consequences. If any Deferred Compensation Award is payable to a “specified employee” (within the meaning of Treasury Regulations Section 1.409A-1(i)), then such payment, to the extent payable due to the Participant’s Termination of Service and not otherwise exempt from Section 409A of the Code, shall not be paid before the date that is six (6) months after the date of such Termination of Service (or, if earlier, the date of such Participant’s death) and shall be paid on the first business day following such six (6) month anniversary (or death, as applicable).
(z)	Data Privacy. Except as prohibited by applicable law (including, as applicable, foreign laws), the receipt by a Participant of an Award and the benefits thereunder may be conditioned on such Participant acknowledging and consenting to the collection, use and transfer, in electronic or other form, of personal data as described in this subsection by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in this Plan. The Committee may, from time to time and at any time, require Participants to execute consents or similar agreements providing for such collection, use and transfer, in a manner consistent with applicable law (including, as applicable, foreign laws). Subject to applicable law (including, as applicable, foreign laws), the Company and its Affiliates may hold certain personal information about a Participant, including but not limited to, the Participant’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares held in the Company or any of its Subsidiaries and Affiliates, and details of all Awards, in each case, for the purpose of implementing, managing and administering this Plan and Awards (the “Data”). Subject to applicable law (including, as applicable, foreign laws), the Company and its Affiliates may transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Participant’s participation in this Plan, and the Company and its Affiliates may each further transfer the Data to any third parties assisting the Company and its Affiliates in the implementation, administration and management of this Plan. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, subject to applicable law (including, as applicable, foreign laws), each Participant authorizes and shall authorize upon request such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in this Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or its Affiliates, or the Participant, may elect to deposit any Common Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Participant’s participation in this Plan. Subject to applicable law (including, as applicable, foreign laws), a Participant may, at any time, view the Data held by the Company or its Affiliates with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to such Participant or refuse or withdraw the consents set forth in the Award Agreement in writing, in any case without cost, by contacting his or her local human resources representative.
(aa)	Mitigation of Excise Tax. In the event that a Participant becomes entitled to the benefit under the Plan, either alone or together with other payments or rights accruing to the Participant from the Company, Affiliates and Subsidiaries (“Total Payments”), if all or any part of the Total Payments will be subject to the tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Total Payments shall be reduced (but not below zero) such that the value of the Total Payments shall be one dollar ($1) less than the maximum amount of payments which you may receive without becoming subject to the tax imposed by Section 4999 of the Code; provided, however, that the foregoing limitation shall not apply in the event that it is determined that the Total Payments on an after-tax basis (i.e., after payment of federal, state, and local income taxes, penalties, interest, and Excise Tax) if such limitation is not applied would exceed the after-tax benefits to the Participant if such limitation is applied. The Participant shall bear the expense of any and all Excise Taxes due on any payments that are deemed to be “excess parachute payments” under Section 280G of the Code. if, pursuant to the previous provisions of this Section 15(aa) the Total Payments are to be reduced, the determination of whether and how any reduction in the rights or payments under the Plan is to apply shall be made by the Committee in good faith after consultation with the Participant, and such determination shall be conclusive and binding on the Participant; provided that any parachute payments that constitute deferred compensation, within the meaning of Section 409A, shall be reduced after all other payments have been reduced, and such deferred compensation payments shall be reduced in reverse order of their scheduled payment dates. The Participant shall cooperate in good faith with the Committee in making such determination and providing the necessary information for this purpose. Notwithstanding the foregoing provisions of this Section 15(aa), in the event a Participant is a party to an employment agreement or other agreement with the Company or an Affiliate that provides for more favorable treatment for the Participant

 

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	regarding Section 280G of the Code, such agreement shall be controlling.
(ab)	Plan Document Controls. This Plan and each Award Agreement constitute the entire agreement with respect to the subject matter hereof and thereof; provided, however, that in the event of any inconsistency between the Plan and such Award Agreement, the terms and conditions of the Plan shall control.
(ac)	Employment Agreement Supersedes Award Agreement. In the event a Participant is a party to an employment agreement with the Company and/or an Affiliate that expressly provides for vesting or extended exercisability of Awards on terms more favorable to the Participant than the Participant’s Award Agreement or this Plan, such employment agreement shall be controlling, provided, however, that: (a) the employment agreement shall not be controlling; to the extent the Participant and the Company and/or an Affiliate agree it shall not be controlling; and (b) an employment agreement or modification to an employment agreement shall be deemed to modify the terms of any pre-existing Award only if the terms of the employment agreement expressly so provide.

 

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