UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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| Preliminary Proxy Statement |
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| Definitive Proxy Statement |
| Definitive Additional Materials |
| Soliciting Material under §240.14a-12 |
JANUS HENDERSON GROUP PLC
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
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| Fee paid previously with preliminary materials. |
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2024
Shareholders and Proxy Statement
MAY 1, 2024
Richard GillingwaterJohn Cassaday
Chairman
Chair of the Board
March 24, 2022
22, 2024
Dear fellow shareholder,
On behalf of our Board of Directors, I amwe are pleased to invite you to the 20222024 Annual General Meeting of Shareholders of Janus Henderson Group plc to be held on Wednesday, May 4, 2022,1, 2024, at 151 Detroit Street, Denver, CO 80206, USA, starting at 3:2:00 p.m. local time. Please read the following Notice of Annual General Meeting and proxy statement,Proxy Statement, as well as our 20212023 Annual Report, carefully before you vote.
I am pleased to report that 2021While 2022 was a year of strategic transition, 2023 was a year of significant progress at Janus Henderson. Throughout a difficult operating environment, your company delivered solid financial results, maintained a strong financial performance. With the assistance of both marketsbalance sheet, and investment performance, assets under management finished the year at a record high of $432 billion, a year-over-year increase of 8%. 2021 diluted EPS of $3.59 increased 312.6% compared to 2020, and adjusted diluted EPS* of $4.28 increased 42.2% compared to 2020. Our full-year operating margin increased to 29.8% from 6.9% in 2020, and adjusted operating margin* increased to a record of 43.5% from 38.0% in 2020. Since the merger that created Janus Henderson nearly five years ago, we have consistently generated significanthealthy cash flow, enablingwhich enabled us to return capital to shareholders. In 2021, we returned $628over $320 million to our shareholders through dividends and share repurchases. Of particular importance, 2023 net outflows of $0.7 billion improved markedly from 2022 net outflows of more than $30 billion. As we mentioned last year, the strategy which we increased 4% year-over-year ,articulated in 2022, Protect and through repurchasing 6%Grow, Amplify, and Diversify, is centered on the belief that a combination of relentless focus and disciplined execution across our core business will drive future success as a global active asset manager; our 2023 results demonstrate that we are beginning to realize the benefits of our total shares outstanding. By focusing on our strategic priorities – produce dependable investment outcomes, excel in client experience and distribution, focus and increase operational efficiency, proactive risk and control environment and develop new growth initiatives – we made excellent progress in strengthening our Company and positioning us for sustained growth moving forward.
While we are encouraged byrenewed strategy, the progressdeliberate investments we have made in recent years, we appreciate that our potential is much greater than our current financial results. This is most evident in our net flows, which, despite improving significantly in each ofover the past two years remain negative overall. in technology and people, and our simplified operating model.
In 2021, excluding2023, we introduced our Quantitative Equities subsidiary, Intech,company-wide Mission, Values, and Purpose, or “MVP.” Our MVP, coupled with our strategy, guides our decision making and prioritization, defines who we had $4.2 billionare and what we stand for, not just for today but what we want to be in the future. We believe that a deliberate and resonant organizational purpose can lead to higher levels of net outflows, equatingengagement, retention, and foster greater loyalty from clients. Our purpose, “Investing in a Brighter Future Together,” is a collective commitment to approximately 1%a future that benefits all stakeholders. Our five core values guide our daily operations and align our long-term goals with our purpose: Clients Come First – Always, Execution Supersedes Intention, Together We Win, Diversity Improves Results, and Truth Builds Trust.
This year, we would like to highlight one of those core values and how colleagues living our values have helped us to succeed and achieve our purpose of Investing in a Brighter Future Together with our clients, and their clients. We would like to share with you several examples where your Board has been made aware of associates embracing the core value of Clients Come First – Always. At a high-level, we achieve this through identifying with our clients and anticipating and prioritizing their needs, with a focus of delivering the highest quality, straightforward results. In practice, it means employees going above and beyond to put the client first.
One such collaborative effort where we have seen this exemplified is through the significant regulatory and operational efforts undertaken to address and even surpass client needs within our US Direct channel, including offering direct-to-consumer, tailored investment advice for the first time, meeting our clients as a trusted partner throughout their investing journey. We also enhanced and simplified our Direct website for a more beneficial client experience. Separately, we have expanded our Strategic Account Program, which provides specialized knowledge, amplified day-to-day partnering, and joint problem-solving to some of our beginning period AUM. Our largest capability, Equities, droveclients, as we seek to build stronger, deeper, and uniquely differentiated ties with our clients through enhancing their business objectives.
Last year, we launched our first brand awareness advertising campaign in North America, which was tailored to raise awareness of our firm with the Intermediary audience. This campaign was predicated on reintroducing ourselves to the marketplace with credibility-building facts that give clients clear reasons to partner with us. We have also increased global client outreach and awareness of Janus Henderson through sponsoring or attending nearly all250 webcasts, wholesale events, and institutional events, reaching over 70,000 participants. With the world undergoing transformative change, our 2023 Knowledge Exchanges in both Madrid and London provided nearly 250 of our clients with in-depth insights and a dynamic and informative opportunity to share thinking with a wide range of Janus Henderson experts. Another important example of our outreach is our amplified efforts to reinforce our client experience when we have had portfolio management transitions. To demonstrate our commitment to deliberate and in-depth succession planning, clients are assured that we have well-defined career paths, extensive mentoring, and other tools and processes that will help our Investment teams continue to deliver high-quality investment results.
Each of these net outflows. Despite meaningful improvement overexamples is a recent account of Janus Henderson employees putting the prior three years,client first, and, as fellow stakeholders, we believe it is important for you to know how your company is embedding these values into every facet of the organization to achieve excellence in all aspects of our Equities capability hasbusiness.
In conclusion, in our 90th anniversary year, we believe we are squarely on the potentialpath to ultimately deliver positive net flows. Our Fixed Incomeachieving our ambitions of organic growth over time and Alternatives capabilities participate in large, attractive, growing asset classes. With just over $90 billion of AUM in Fixed Incomedelivering superior outcomes for all our stakeholders. Looking forward, the Board and Alternatives, Janus Henderson leadership will seekcontinue to increase its nascent share by both scaling existingcontrol what we can control, including our effective cost discipline, ongoing investment in the business, world-class client outreach, and adding new strategies. Finally, our Multi-Asset capability is led by our Balanced Strategy which has produced consistently strong investment performance and net inflows. However, with only $60 billion of AUM, our Multi-Asset capability has significant runway for growth when compared to peers. We are actively moving forward as a company and have materially increased investments in people, technology, marketing, and seed capital to accelerate growth in our business, while maintaining solid investment performance.
On behalf of the Board of Directors, I We would also like to take this opportunity to thank our Chief Executive Officer Dick Weil, who will retire at the end of March, for his outstanding service to Janus Henderson over his 12-year career at the Company. Under his vision and stewardship, the Company has transformed into one of the world’s leading active asset managers. Through 2021 and early 2022, we were also pleased to welcome three new members to Janus Henderson’s Board of Directors: Nelson Peltz and EdwardEd Garden, who represent our largest shareholder, Trian Fund Management, L.P., and Alison Davis add deep industry experience, fresh perspectives and valuable insights to complement continuing directors’ skill sets. We are deeply thankful for the contributions of Tatsusaburo Yamamoto, Dick Weil and Glenn Schafer, who will have stepped down from the Board in June 2023, for his significant contributions and valued insight. Also, in June 2023, Josh Frank and Leslie F. Seidman were appointed to the Board, and we appreciate the breadth and depth of their experience in assisting the Board seats over the past year. Their collaboration, experience and insights have helped transformin positioning Janus Henderson into the strong global franchise it is today.for future success.
As a shareholder, it is important that your shares are represented at the 2024 Annual General Meeting in person or by proxy. You may vote your shares by internet, telephone, or mail pursuant to the instructions included on the proxy card or voting instruction form. Last year, more than 80%approximately 85% of all eligible votes were cast by shareholders at the 20212023 Annual General Meeting, demonstrating the strong engagement and commitment of our shareholders to Janus Henderson.
On behalf of ourthe Board of Directors, we thank you for your share ownership in Janus Henderson and your continued support, and wesupport. We hope you can attend our 20222024 Annual General Meeting.
Very truly yours,
Richard GillingwaterJohn Cassaday
Chairman
* For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures.”Chair
May 4, 20221, 2024
3:2:00 p.m. Denver Time
Janus Henderson Group plc
151 Detroit Street
Denver, Colorado 80206, USA
NOTICE
OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
| AGENDA | |
| 1. | Elect |
| 2. | |
| Adopt a resolution, on an advisory basis, to approve the Company’s executive compensation | |
| Authorize the Company to repurchase its ordinary shares (“common stock”) | |
| Approve the reappointment and remuneration of auditors | |
| Any other business, if properly raised for consideration at the | |
| By order of the Board of Directors, | |
| Michelle Rosenberg | |
| Chief Administrative Officer, General Counsel, | |
NOTICE
OF ANNUALGENERAL MEETINGOF SHAREHOLDERS
WHO MAY VOTE:
Only holders of shares of the Company’s common stock CDIs, and UK Depositary Interests on March 7, 2022,12, 2024 (the “Record Date”), are entitled to notice of, to attend, and to vote at the 2024 Annual General Meeting of Shareholders (the “2024 Annual Meeting” or “Meeting”) and at any adjournment or postponement thereof, provided such persons satisfy the applicable requirements described in the proxy materials. This 2024 Notice of Annual General Meeting of Shareholders and proxy statement and a proxy card or voting instruction form areProxy Statement is being mailed or made available to shareholders starting on or about March 24, 2022.22, 2024.
YOUR VOTE IS IMPORTANT:
Please carefully review the proxy materials and follow the instructions on page 78 [71] to cast your vote as soon as possible in advance of the 2024 Annual General Meeting.
ATTENDING THE MEETING:
Please see page 78 [71] for instructions on how to attend the meetingMeeting in person or listen to the meetingMeeting via a listen-only webcast or dial-in.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY
Our |
| REVIEW OUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: |   |   |   |   | |||||
| Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you. | INTERNET Visit the website on your proxy card or voting instruction form | BY TELEPHONE Call the telephone number on your proxy card | BY MAIL Sign, date, and return your proxy card or voting instruction form in the enclosed envelope | IN PERSON Attend the 2024 Annual |
* CDI holders may also return their instructions via facsimile
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 6 |
This proxy statementProxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Janus Henderson Group plc (the ““Board”Board ”) for the 2024 Annual General Meeting of Shareholders to be held on Wednesday, May 4, 2022,1, 2024, at 3:2:00 p.m. Denver time. The following summary highlights selected information in this proxy statement.Proxy Statement. Please review this entire proxy statementProxy Statement and our 2023 Annual Report before voting your shares. Unless otherwise specified, “JHG,” “Janus Henderson,” the “Company,” “we,” “us,” “our,” and similar terms refer to Janus Henderson Group plc and “common stock” refers to JHG ordinary shares listed on the New York Stock Exchange (“NYSE”).
 |  |  | ||
 |  |  | ||
| Time and Date | Location | Record Date | ||
Wednesday, May 1, 2024 | 151 Detroit Street Denver, Colorado 80206 | Tuesday, March | ||
In 2018, we establishedOur strategy is focused on helping to define and serve our clients’ needs in a multi-yeardynamic and competitive asset management landscape. Our strategic plan called Simple Excellence, which is centered on our belief that a combinationframework consists of relentless focusthree pillars: Protect and disciplined execution across the fundamental parts of Grow our core business will drive businesses, Amplify our future success as a global active asset manager. We believe that Simple Excellence formsstrengths not fully leveraged, and Diversify where clients give us the strong foundation for a stable and resilient business and supports increasing profitability and sustained growth in the long run.right to win.
Simple Excellence consists of the five priorities shown below . The first four focus on building a strong and resilient foundation for future growth.
Due to the significant progress made in achieving these four priorities,We believe our Boardstrategy will deliver consistent organic revenue growth over time and management have increased focus ondesired results for our fifth strategic priority, which is to develop new growth initiatives. Our key focus in this area has been putting the right building blocks in place to capture growth opportunities.clients, shareholders, employees, and other stakeholders.
| ■ | Financially – We want to deliver consistent annual net new revenue growth with operating margin expansion over time. |
| ■ | For our clients – Results will be measured based on investment performance and our clients’ experience with Janus Henderson. |
| ■ | Organizationally – We will measure the ability to attract and retain top talent and the level of engagement from employees. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 7 |
 |
In 2023, we continued to make significant progress on repositioning Janus Henderson to better meet the needs of our clients – and their clients – and positioning the Company for future growth.
Investment performance remained solid despite elevated volatility
Executed Strategic Progress
We are in global markets with more than halfthe execution phase of assets under management (“AUM”) outperforming benchmarks on a 1-, 3-our strategy and 5-year basis. We continue to invest in our employees and in technology to strengthen risk-adjusted returns for our clients.have made progress across all three strategic pillars:
 |
During the year, we made a number of critical senior appointments globally in Sales, Consultant Relations and Client Experience that should serve to deepen our relationships with our clients. Our Intermediary sales channel, which is our largest distribution footprint, saw good client demand particularly in the EMEA (Europe, Middle East and Africa), Latin America and Asia Pacific regions, all of which had net inflows for the year.
| ■ | Amplify – Annual net sales were positive for the Global Institutional business for the first time since 2018. Diversified Alternatives, which includes multi-strategy and enhanced index strategies, generated positive annual net sales and over 35% growth in assets under management in 2023. Annual net sales were positive, in aggregate, for our suite of active exchange-traded funds (“ETFs”), which have increased 65% annually since 2018. |
 |
Operational efficiency continues
Improved Net Sales
Net sales improved significantly to $(0.7) billion in 2023 from $(37) billion in 2022.
Reinforced Culture
We reinforced our culture through introducing our Mission, Values, and Purpose company wide. It defines who we are and what we stand for as a collection of individuals and a firm, not just for today but what we want to be in the future. It gives us a key focus forclear North Star.
Achieved Cost Efficiencies
We achieved run rate cost efficiencies of more than $50 million by the end of 2023 compared to our business. original target of $40 to $45 million by the end of 2024.
Simplified Operating Model
We appointed James “JR” Lowry to the newly-created role of Global Chief Operating Officer in October, and he has already made significant contributions in strengtheningsimplified our infrastructure. Throughout the year, we made substantial investments inoperating model, including upgrading our technology and data architecture, including key front office technology, through retooling our customer relationshiporder management system and our investment teams’ order management system. We expect these transformational projects to significantly improve our efficiency in delivering for our clients.
We also continued to simplify and strengthen our platform in order to deliver future growth. During the first quarter of 2021, we completed a review of our Perkins Investment Management subsidiary. To right-size our product portfolio and better align with the changing needs of clients, we closed certain strategies and liquidated certain Perkins funds during the year. The majority of the Perkins Value Equity strategies were unaffected by this reorganization and we continuedelisted from the Australian Securities Exchange, allowing us to offer them under the Janus Henderson brand. In February 2022, we announced our strategic decision to sell our 97%-owned Quantitative Equities subsidiary, Intech Investment Management LLC, tofocus on a consortium made up of Intech managementsole, more active exchange and certain non-executive directors of Intech, which would further simplify our operating model. This transaction is expected to enable both organizations to refocus on their key value propositions: Janus Henderson on providing active, fundamental investing, and Intech on delivering quantitative investment solutions for institutional investors.reduce costs.
 |
We have continued to significantly enhance our risk and control environment, moving towards our best-in-class approach. The work we have been doing in this area is critical to building a long-term growth foundation and enabling us to actively pursue growth opportunities. Importantly , in 2021, some of our work led to a reduction in regulatory capital requirements which assisted us in delivering increased capital returns to our shareholders.
 |
In 2021, we had our most active year in launching new products. We successfully launched new products in our focus areas of growth, including active exchange traded funds (“ETFs”), environmental, social and governance (“ESG”), Fixed Income and Alternatives. We launched in excess of 20 new products globally, including a suite of five sustainable active ETFs in the U.S. across Equities and Fixed Income. In Europe, we continued to focus on the roll out of sustainable funds under the EU Commission’s Sustainable Finance Disclosure Regulation. We launched two new funds with a principal objective of sustainability, known as “Article 9 funds,” including a U.S. Sustainable Equities strategy and a sustainable technology fund. In addition to these product launches, we had some early successes in expanding our distribution channels by growing relationships with model portfolio providers in the U.S.
We also continued to invest in substantially growing our ESG teams in both Investments and Product. We grew the size of our central ESG team within Investments from four people to 15 people to better support our portfolio managers in delivering sustainability across their investments. In addition, we made significant progress in growing our ESG data architecture systems, building a cloud-based approach to ESG data management. We believe these improvements will enable us to deliver a consistent, central data standard to support all of our front office applications. We view this investment as a key building block in efforts to develop a robust ESG platform for our clients over the long-term .
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 8 |
| 3-year Investment Outperformance(1) | Assets Under Management ($bn) | |
| 58% | $432.3bn | |
 |  | |
| US GAAP Diluted Earning per Share (“EPS”) | US GAAP Operating Margin | |
| $3.59 | 29.8% | |
 |  | |
| Adjusted Diluted EPS (2) | Adjusted Operating Margin(2) | |
| $4.28 | 43.5% | |
 |  | |
| Net New Money Growth(3) | Dividend per Share | |
| (4)% | $1.50 | |
 |  | |
3-year Investment Outperformance(1) 60% | Assets Under Management ($bn) $334.9bn | |
 |  | |
US GAAP Diluted Earnings per Share (“EPS”) $2.37 | US GAAP Operating Margin 23.0% | |
 |  | |
Adjusted Diluted EPS(2) $2.63 | Adjusted Operating Margin(2) 30.9% | |
 |  | |
Net New Money Growth(3) (0.2)% | Dividends per Share $1.56 | |
 |  |
| (1) | Investment performance data represents percentage of assets under management |
| (2) | For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures.” |
| (3) | Calculated as total flows divided by beginning of period AUM. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 9 |
We are asking our shareholders to vote on the following matters:
Proposal 1:
| We are asking our shareholders to vote on the following matters: | |
| Proposal 1: | |
| Election of Directors | Page |
| Current Board Highlights | |
Current Board Highlights
| Demographics |
| ■ |
|
| ■ | All directors serving on the Audit, Governance and Nominations, Human Capital and Compensation, |
| ■ | We have separated the roles of |
| 45% of our directors are women and 27% are from racially and ethnically diverse backgrounds |
| Tenure | |
| ■ | Mix of short- and long-tenured directors, with seven new directors joining the Board since 2022, including two in 2023 |
| ■ | The tenure of our independent directors ranges from less than 1 to over 5 years, with an average tenure of |
| Engagement |
| ■ | The Board held |
| ■ | Each director attended at least 75% of the combined total number of meetings of the Board and Board committees of which he or she was a member, except for Josh Frank who joined the Board on June 9, 2023, and was unable to attend Board and committee meetings held on December 8, 2023, due to a scheduled medical procedure. Mr. Frank advised the Company in advance of those meetings that he would be unable to attend |
| ■ | The independent directors met in executive session at each |
| ■ |
Director Nominees
Each “l” below denotes a particular area of experience and expertise and indicates a primary qualification supporting the director’s nomination. A “¡” denotes an area in which a director has other demonstrated proficiency and indicates an additional qualification supporting the director’s nomination.
| Expertise | |||||||||
  | THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERSVOTE FOR EACH DIRECTOR NOMINEE. |
|
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 10 |
Proposal 3:
| Proposal 2: Advisory Say-on-Pay Vote on Executive Compensation | Page | |
| THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | |
Proposal 4:
| Proposal 3: Renewal of | Page | |
| ||
| THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR | |
Proposal 5:
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Proposal 6:
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Proposal 7:
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Proposal 8:
| Proposal 4: Reappointment and Remuneration of | Page | |
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| THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR | |
Proposal 9:
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| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 11 |
| Name & Principal Occupation | Age | Director Since | Independent | Committee Memberships | ||||
Richard Gillingwater Former Chief Executive and Chairman, | 65 | 2017 | ■ | Compensation Nominating and Corporate Governance – Chair | ||||
Alison Davis Managing Partner and Co-Founder, | 60 | 2021 | ■ | Audit Nominating and Corporate Governance Risk | ||||
Kalpana Desai Former Chief Executive, Macquarie Capital Asia | 54 | 2017 | ■ | Audit Nominating and Corporate Governance Risk | ||||
Jeffrey Diermeier Former Global Chief Investment Officer, UBS | 69 | 2017 | ■ | Audit – Chair Nominating and Corporate Governance Risk | ||||
Kevin Dolan Former Chief Executive, | 68 | 2017 | ■ | Audit Nominating and Corporate Governance Risk | ||||
Eugene Flood Jr. Former Executive Vice President, | 66 | 2017 | ■ | Audit Nominating and Corporate Governance Risk – Chair | ||||
Edward Garden Chief Investment Officer, | 60 | 2022 | ■ | Compensation Nominating and Corporate Governance | ||||
Lawrence Kochard Chief Investment Officer, | 65 | 2017 | ■ | Compensation – Chair Nominating and Corporate Governance | ||||
Nelson Peltz Founding Partner, | 79 | 2022 | ■ | Nominating and Corporate Governance | ||||
Angela Seymour-Jackson Former Managing Director of Workplace Solutions, Aegon UK | 55 | 2017 | ■ | Compensation Nominating and Corporate Governance |
| Name & Principal Occupation | Age | Director Since | Independent | Committee Memberships | ||||
| John Cassaday Chair of the Board, Janus Henderson Group plc | 70 | 2022 | ■ | Governance and Nominations | ||||
| Brian Baldwin Partner and Head of Research, Trian Fund Management, L.P. | 41 | 2022 | ■ | Governance and Nominations | ||||
| Kalpana Desai Former Chief Executive, Macquarie Capital Asia | 56 | 2017 | ■ | Audit Governance and Nominations – Chair | ||||
| Ali Dibadj Chief Executive Officer, Janus Henderson Group plc | 48 | 2022 | None | |||||
| Kevin Dolan Former Chief Executive Officer, AXA Investment Managers | 70 | 2017 | ■ | Audit Governance and Nominations | ||||
| Eugene Flood Jr. Former Executive Vice President, TIAA CREF | 68 | 2017 | ■ | Human Capital and Compensation Risk – Chair | ||||
| Josh Frank Partner and Co-Chief Investment Officer, Trian Fund Management, L.P. | 45 | 2023 | ■ | Human Capital and Compensation Risk | ||||
| Alison Quirk Former Executive Vice President and Chief Human Resources Officer, State Street Corporation | 62 | 2022 | ■ | Human Capital and Compensation – Chair Risk | ||||
| Leslie F. Seidman Former Chair, Financial Accounting Standards Board | 61 | 2023 | ■ | Audit – Chair Governance and Nominations | ||||
| Angela Seymour-Jackson Former Managing Director of Workplace Solutions, Aegon UK | 57 | 2017 | ■ | Human Capital and Compensation Risk | ||||
| Anne Sheehan Former Director of Corporate Governance, California State Teachers’ Retirement System | 67 | 2022 | ■ | Audit Governance and Nominations |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 12 |
The following are highlights of the composition of our Board nominees:
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
We believe that in order for the Board to effectively guide the Company toCompany’s strategy, provide effective oversight, and lead us towards sustained, long-term success, it must be composed of individuals with expertisea diverse mix of experience and experience inexpertise. The table below highlights the many disciplines that strengthen our business. To best serve our clients and shareholders, we seek to ensure that the Board consistsmix of directors who are highly knowledgeable in, among other disciplines, domestic and international investment and asset management, finance, economic policy, and the legal and accounting regulations that impact our business. We also believe that the Board should include directors with experience managing, overseeing or advising comparable companies in our industry at the CEO and/or the director level. Our Board nominees’ key skills and qualifications that led the Board, as recommended by the Governance and Nominations Committee, to nominate each director for election.
Each “l” in the table below denotes a particular area of experience are shown below.and expertise and indicates a primary qualification supporting the director’s nomination. A “¡” denotes an area in which a director has other demonstrated proficiency and indicates an additional qualification supporting the director’s nomination. The lack of a mark does not mean a director does not possess meaningful experience or skill in that area.
 |  |  |  |  |  |  |  |  |  |  | ||||||||||||||||||||
 | Asset Management Industry |  |  | | | | | | | | | | ||||||||||||||||||
 | Client Focus & Distribution Meaningful experience in marketing,distribution, or customer service, preferably in the | | | | | | | | |  |  | | | | | | | | | |||||||||||
 | Executive Leadership | | | | | | | | | | | | | | | | ||||||||||||||
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| Financial & Audit | | | | | | | | | | | | |||||||||||||||||||
 | Human Capital Management Extensive knowledge of human capitalmatters, including recruitment; performancemanagement; compensation; and | | | | | | | | | | | | ||||||||||||||||||
 | International Experience managing multinational businessoperations and/or proven knowledge of | | | | | | | | | | | | | | | | | | | | ||||||||||
 | Legal & Regulatory Broad experience dealing with government,regulatory, and legal matters | | | | | | | | | | | | ||||||||||||||||||
 | Public Company Governance Substantive understanding of public companycorporate governance, regulatory, anddisclosure matters | | | | | | | | | | | | ||||||||||||||||||
 | Risk & Compliance Oversight | | | | | | | | | | | | ||||||||||||||||||
 | Strategy and M&A Expertise in the development, implementation,or oversight of strategic plans and evaluation, execution, or integration of M&A transactions | | | | | | | | | | | | ||||||||||||||||||
 | Sustainability Experience or education in environmental, social,and governance (“ESG”), sustainability, andclimate-related matters and their relationship toour business and strategy | | | | | | | | | | | | | | | | ||||||||||||||
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| Technology & Cyber | | | | | | | | | | | | | | | ||||||||||||||||
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| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
Set forth below are biographies for each of the 1011 directors nominated by the Board for election at the 2024 Annual General Meeting.
Age 41 INDEPENDENT Committees: ■ Governance and Nominations
|
Professional Background Mr. 2007. From April 2018 to May 2020, Mr.
Education Mr. Baldwin received a BS (summa cum laude) from The Wharton School at the University of Pennsylvania.
Relevant Skills and Experience Mr. | |
Age70 INDEPENDENT CHAIR OF THE BOARD Committees: ■ Governance and Nominations | ||
|
Mr. Cassaday received a Relevant Skills and Experience
| |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
Age INDEPENDENT Committees: ■ Audit ■
| KALPANA DESAI
Professional Background Ms. Desai was Chief Executive of Macquarie Capital Asia, the
Education Ms. Desai received a
Relevant Skills and Experience Ms. Desai brings to the Board over 30 years of international advisory and investment banking experience, including extensive experience in mergers and acquisitions and broad exposure to global business markets. She also brings valuable experience and knowledge of governance, risk management, compliance, accounting standards and financial reporting rules and regulations, as well as her qualifications as | |
Age 48
■ None
|
Professional Background Mr. Dibadj has served as our Chief Executive Officer and member of the Board since 2022. In this role, he leads the firm’s Executive Committee and is responsible for the Company’s strategic direction and overall day-to-day management. Before joining Janus Henderson, Mr. Dibadj held a number of roles at AllianceBernstein, most recently as Chief Financial Officer and Head of Strategy from February 2021 to March 2022. Prior to that, he served in overlapping roles as Head of Finance and Strategy from March 2020 to February 2021 and Equities Portfolio Manager, and Senior Analyst from June 2017 to March 2022 and as Senior Analyst from 2006 to March 2020. Previous to his time with AllianceBernstein, Ali spent almost a decade in management consulting, including with McKinsey & Company and Mercer, and worked for the law firm Skadden, Arps, State, Meagher & Flom LLP.
Mr.
Education Mr. Dibadj received a BS (magna cum laude) in engineering sciences with a specialization in electrical engineering from Harvard College and a juris doctorate (cum laude) with a focus on law and business from Harvard Law School.
Relevant Skills and Experience Mr.
| |
Age 70 INDEPENDENT Committees: ■Audit ■
| KEVIN DOLAN
Professional Background Mr. Dolan has been in the financial services industry for 37 years and has held a number of senior executive positions, including as Chief Executive of La Fayette Investment Management in London from 2007 to 2009, Chief Executive of the Asset Management
Education Mr. Dolan received a
Relevant Skills and Experience Mr. Dolan brings to the Board demonstrated strategic, financial, accounting, regulatory, business management, corporate finance, and industry expertise gained through his many years of experience in senior executive roles, including as the former Chief Executive Officer of three investment management firms. He also has extensive experience in transformational corporate transactions, including mergers and acquisitions in Europe and the | |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
Age INDEPENDENT Committees: ■ ■
| EUGENE FLOOD JR.
Professional Background Mr. Flood was Executive Vice President of TIAA CREF from 2011 until his retirement in 2012, serving on the CREF Board of Trustees and the TIAA CREF Mutual Fund Board of Trustees for seven years, including as Chair of the Investment Committee. Prior to joining TIAA CREF in 2011, he spent 12 years with Smith Breeden Associates, a North Carolina-based fixed income asset manager, as President and Chief Executive Officer. Earlier in his career, Mr. Flood held a range of trading and investment positions with Morgan Stanley from 1987 to 1999 and was an Assistant Professor of Finance at Stanford Business School from 1982 to 1987. Mr. Flood
Education Mr. Flood received a
Relevant Skills and Experience Mr. Flood brings to the Board extensive investment management, mutual fund, investment adviser, and financial expertise gained through | |
Age 45 INDEPENDENT Committees: ■Human Capital and Compensation ■ |
Professional Background Mr.
Mr.
Relevant Skills and Experience Mr.
| |
Age62 INDEPENDENT Committees: ■ Human Capital and Compensation (Chair) ■ Risk | ALISON QUIRK Professional Background Before retiring from State Street Corporation in 2017, Ms. Quirk held several executive roles beginning in 2002, including Executive Vice President, Chief Human Resources and Corporate Citizenship Officer, and as a member of the Management Committee, which was the company’s senior-most strategy and policy-making group. She served as a director for Boston Financial Data Services from 2009 to 2017 and as an independent director, Chair of the Compensation Committee, and member of the Finance and Nominating and Governance Committees for Legg Mason Global Asset Management, a diversified asset management firm. Ms. Quirk currently serves as an independent director, Chair of the Compensation Committee, and a member of the Governance Committee of Clean Harbors Inc. and is a member of the Independent Compliance Committee for Wynn Resorts. Education Ms. Quirk received a BA from the University of New Hampshire. Relevant Skills and Experience Ms. Quirk has over 30 years of experience in the financial industry and significant board-level experience, including as a compensation committee chair, advising on corporate strategy, mergers and acquisitions, and company growth objectives. Additionally, she brings to Board valuable human resources expertise in developing corporate citizenship and evolving talent management in support of company strategy. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
Age 61 INDEPENDENT Committees: ■ ■ |
Professional Background
Ms. Seidman received a
Relevant Skills and Experience
| |
Age INDEPENDENT Committees: ■ ■ Risk |
Professional Background
| |
|
Ms. Seymour-Jackson has over She
Education Ms. Seymour-Jackson received a
Relevant Skills and Experience Ms. Seymour-Jackson brings to the Board substantial expertise in retail financial services, risk management, regulatory matters, mergers and acquisitions, and business management gained through her many years in various senior marketing and distribution roles at large multinational insurance companies. | |
Age67 INDEPENDENT Committees: ■ Audit ■ Governance and Nominations | ANNE SHEEHAN Professional Background Ms. Sheehan served as the Director of Corporate Governance for the California State Teachers’ Retirement System (CalSTRS), the largest educator-only public pension fund in the world, from 2008 to 2018, where she managed a $4 billion portfolio in public equity investments and was responsible for preparing and overseeing financial statements for the portfolio. She also served as the Chair of the US Securities and Exchange Commission’s Investor Advisory Committee from 2012 to June 2020, as a member and then Co-Chair of the NASDAQ Listing and Hearings Council from 2010 to 2015, as an independent director for Cohn Robbins Holdings Corp. from July 2020 to December 2022, and a Stakeholder Advisory Committee Member for Wells Fargo & Company from 2016 to March 2023. Ms. Sheehan is a founder of the Investor Stewardship Group and currently serves on the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware, is a member of the Advisory Board of Rock Center for Corporate Governance of Stanford Law School, a senior advisor at PJT Camberview, and an Independent Director, Chair of the Nominating and Governance Committee, and member of the Human Capital and Compensation Committee for Victoria’s Secret & Co. Education Ms. Sheehan received a BA in political science and history from the University of Colorado. Relevant Skills and Experience Ms. Sheehan brings to the Board over 30 years of senior management and leadership experience addressing complex legislative, regulatory, and public finance issues. She has led corporate governance and ESG teams and worked with management and boards to drive cultural and organizational change and accelerate digital transformation. She also brings valuable experience and knowledge of accounting standards and financial reporting rules and regulations and is qualified as an audit committee financial expert. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 18 |
The Board has nominated 1011 directors to serve on the Board until the 20232025 Annual General Meeting of Shareholders (the “2025 Annual Meeting") and until their respective successors are duly elected and qualified or their earlier resignation or removal. Mr. Weil is retiring as Chief Executive Officer and a memberAll of the nominees currently serve on our Board effective as of March 31, 2022. Mr. Schafer is not standing for re-election and his term will expire at the 2022 Annual General Meeting. The Board thanks both Mr. Weil and Mr. Schafer for their commitment and service to the Company.Directors.
If any nominee becomes unable to serve, proxies will be voted for the election of such other person as the Board may designate, unless the Board chooses to reduce the number of directors. Each of the nominees has consented to serve as a nominee, to be named in this proxy statement,Proxy Statement, and to serve on the Board if elected.
The text of the resolutions in respect of Proposal 1 (which are proposed as ordinary resolutions) is as follows:
RESOLVED,
| ■ | That |
| ■ | That John Cassaday be elected as a director of the Company. |
| ■ | That Kalpana Desai be elected as a director of the Company. |
| ■ | That |
| ■ | That Kevin Dolan be elected as a director of the Company. |
| ■ | That Eugene Flood Jr. be elected as a director of the Company. |
| ■ | That |
| ■ | That |
| ■ | That |
| ■ | That |
| ■ | That |
As an ordinary resolution, a director will be elected if the number of votes cast “FOR” his or her election exceeds 50% of the total number of votes cast on this matter. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of this proposal.
 | THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOREACH DIRECTOR NOMINEE. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 19 |
The Board is led by Mr. Gillingwater, anJohn Cassaday, our independent Chairman. TheChair. At least annually, the Board annually reviews its leadership structure — including whether the positions of ChairmanChair and CEO should be combined or separated — and the responsibilities and composition of its standing committees. The structure and composition of the Board and its committees are intended to promote effective oversight and the best interests of our shareholders.
The Board believes at this time that its current leadership structure, in which the roles of ChairmanChair and CEO are separated, best enables the Board to carry out its duties. However, the Board recognizes that the optimal leadership structure may change as circumstances evolve. Should the Board determine to combine the roles of ChairmanChair and CEO in the future, the Board’s independent directors will select an independent Lead Director, as required by the Company’s Corporate Governance Guidelines.
Our Corporate Governance Guidelines require that a majority of the Board consist of independent directors and include criteria for determining if a director is independent, consistent with the director independence requirements set forth in the NYSE listing standards. In determining the independence of the directors and director nominees, the Board reviewed and considered all relationships between each director (and any member of his or her immediate family) and the Company in light of these independence criteria. Based on that review, the Board affirmatively determined that, except for Mr. Weil,Dibadj, all of our current directors and director nominees are independent.independent as defined in the NYSE listing standards. In addition, all members of the Board’s four standing committees are independent.independent as defined in the NYSE listing standards. The Board also previously determined that Ed Garden and Alison Davis, who each served as directors in 2023, satisfied the independence requirements of the NYSE listing standards.
The Company seeks a Board with an appropriate balance of skills, knowledge, experience, independence, and diversity of background among its members to enable it to discharge its duties and responsibilities effectively. The Board has delegated the process for identifying and screening potential director candidates to the NominatingGovernance and Corporate GovernanceNominations Committee. When the NominatingGovernance and Corporate GovernanceNominations Committee determines it is desirable to add a director or fill a vacancy on the Board, it identifies one or more qualified individuals and recommends them to the Board. The NominatingGovernance and Corporate GovernanceNominations Committee may engage a third-party search firm to help identify qualified candidates. When engaging a third-party search firm to identify potential director candidates, the Governance and Nominations Committee instructs the search firm to include in its initial candidate list qualified candidates who reflect diverse backgrounds, including diversity of gender and race or ethnicity.
In evaluating candidates for potential membership on the Board, the NominatingGovernance and Corporate GovernanceNominations Committee considers the qualifications of each candidate, the collective experience and expertise represented on the existing Board, and the following criteria set forth in our Corporate Governance Guidelines, among others:
| ■ | Candidates should possess fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness, and responsibility. |
| ■ | Candidates should demonstrate notable or significant achievement and possess senior-level business, management, or regulatory experience that would benefit the Company. |
| ■ | Candidates should be willing to spend the necessary time required to function effectively as a director. |
| ■ | Candidates’ other outside involvement and possible conflicts of interest. |
| ■ | Candidates should be able to work well with other directors and executives in a team effort with a view to a long-term relationship with the Company as a director. |
| ■ | Candidates should represent a diversity of viewpoints, backgrounds, experiences, and other demographics. |
| ■ | Candidates should be willing to form and articulate independent opinions in a constructive manner. |
Based on that evaluation, the NominatingGovernance and Corporate GovernanceNominations Committee recommends to the Board for nomination individuals whom it believes possess experience and expertise that will enhance the Board’s ability to serve our shareholders.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 20 |
The NominatingGovernance and Corporate GovernanceNominations Committee will utilize the same criteria to consider candidates recommended by shareholders as those nominees recommended by management or other Board members. Shareholder nominations for election at the 20232025 Annual General Meeting must be submitted to the Company by the deadlines found on page 81 [73] of this proxy statement.Proxy Statement.
In February 2022, theThe Board welcomedincludes two new members, Nelson Peltzdirectors, Brian Baldwin and Edward Garden,Josh Frank, each of whom was recommended for the Board by, and is a partner of, Trian Fund Management, L.P., the Company’s largest shareholder.shareholder (“Trian”). The Board has agreed to include Mr. Peltz and Mr. Garden in the Company’s slate of director nominees for election at the 2022 Annual General Meeting and to allow for replacement of these directors ofwith another Trian partner if either Mr. PeltzBaldwin or Mr. GardenFrank ceases to serve as a director of the Company before his term expires. Leslie F. Seidman, who joined the Board in 2023, was recommended by one of our independent directors.
We recognize the importance of Board refreshment to help ensure that our directors collectively possess the skills, experience, and qualifications necessary for the Board to successfully carry out its duties. Our Board also recognizes the value of having directors with significant Company knowledge and experience. To help ensure the Board’s composition strikes an appropriate balance, our Corporate Governance Guidelines contain director tenure and age limits. In particular, a director may not stand for re-election after serving for 10 years (though any director who was a Board member on May 30, 2017, may serve for 15 years from the date of their original appointment to the board of Henderson Group plc or Janus Capital Group Inc., as applicable). In addition, a director typically may not stand for re-election after reaching age 72. Because Mr. Peltz’s experience as75 unless a specific exception is approved by the CEO and Founding Partner of Trian Fund Management, L.P. is highly valuable toBoard.
Since January 2022, the Board and the Company, the Board determined that these were special circumstances that warranted an exception to the age limit. The Board has added threeseven new independent directors who currently make up 25%64% of the Board, sinceincluding four directors who are women or ethnically diverse. We believe that the Company was formed byfresh perspectives these new directors bring to the mergerBoard, combined with the knowledge and experience of Janus Capital Group Inc.longer-tenured directors, provide an appropriate balance of expertise, experience, continuity, diversity, and Henderson Group plc in 2017 (the “Merger”).new viewpoints to our Board to serve the best interests of our shareholders.
Meaningful Refreshment Over the Past Two Years
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 21 |
The Board has four standing committees: Audit, Compensation, NominatingGovernance and Corporate Governance,Nominations, Human Capital and Compensation, and Risk. Each committee is composed entirely of directors who meet the applicable independence requirements under the NYSE listing standards. The following table provides the current membership of each committee and the number of meetings each held in 2021.2023.
| Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Risk Committee | |
| Richard Gillingwater |  |  | ||
| Glenn Schafer | | | ||
| Richard Weil | ||||
| Alison Davis | | | | |
| Kalpana Desai | | | ||
| Jeffrey Diermeier | | | | |
| Kevin Dolan | | | | |
| Eugene Flood Jr. | | | | |
| Edward Garden | | | ||
| Lawrence Kochard | | | ||
| Nelson Peltz | | |||
| Angela Seymour-Jackson | | | ||
| Number of meetings each committee held in 2021 | 5 | 7 | 4 | 5 |
| Audit Committee | Governance and Nominations Committee | Human Capital and Compensation Committee | Risk Committee | |||||
| John Cassaday |  | |||||||
| Brian Baldwin | | |||||||
| Kalpana Desai | |  | ||||||
| Kevin Dolan | | | ||||||
| Eugene Flood Jr. | | | ||||||
| Josh Frank | | | ||||||
| Alison Quirk | | | ||||||
| Leslie F. Seidman | | | ||||||
| Angela Seymour-Jackson | | | ||||||
| Anne Sheehan | | | ||||||
| Number of meetings each committee held in 2023 | 5 | 4 | 6 | 5 |
| | ||
| Chairperson | | Member |
During 2023, the Board and its committees reviewed and amended the charters of the committees, including to ensure there were clearly delineated responsibilities with respect to oversight of human capital management, ESG and Corporate Responsibility matters, and cybersecurity matters. The functions performed by each committee, which are set forth in greater detail in their respective charters, are summarized below. The charter for each committee is available on our website at ir.janushenderson.com under “Corporate Governance – Governance Policies & Statements.”
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 22 |
The Audit Committee is responsible for assisting the Board in, among other things:
| ■ | overseeing the integrity, reliability, and appropriateness of our financial statements; |
| ■ | reviewing the qualifications, independence, and performance of our independent auditor, PricewaterhouseCoopers LLP (as well as being responsible for its appointment, reappointment, and removal); |
| ■ | assessing the performance and procedures of our internal audit function; |
| ■ | obtaining reports from management and the independent auditor concerning the Company’s compliance with legal and regulatory requirements and the requirements of our Code of Business Conduct; |
| ■ | reviewing and approving related party transactions in accordance with the Company’s policies and procedures; |
| ■ | overseeing our policies and procedures with respect to major financial risk exposures and coordinating with the Risk Committee, as appropriate; |
| ■ | monitoring the appropriateness and effectiveness of our internal systems and | |
| ■ | while the Governance and Nominations Committee has primary oversight of ESG matters, the Audit Committee oversees any ESG and climate-related disclosures made by the Company, as well as internal controls and any processes implemented to factilitate the accuracy and reliability of such disclosures. |
The Board has determined that each member of the Audit Committee is financially literate and possesses accounting or related financial management expertise (asas defined in the NYSE listing standards).standards. The Board has also determined that each of Jeffrey Diermeier, Alison DavisLeslie F. Seidman, Kalpana Desai, and Kalpana DesaiAnne Sheehan qualifies as an “audit committee financial expert” as defined under SEC rules.
The CompensationGovernance and Nominations Committee is responsible for assisting the Board in, among other things:
| ■ |
The Nominating and Corporate Governance Committee is responsible for assisting the Board in, among other things:
| identifying individuals qualified to become Board members, consistent with the criteria approved by the |
| ■ | recommending to the Board nominees for election and directors to serve on each standing Board committee; |
| ■ | reviewing and approving the compensation of our non-executive directors; |
| ■ | reviewing the Company’s stock ownership guidelines for non-executive directors and monitoring compliance with such guidelines; |
| ■ | monitoring governance trends and shaping the Company’s corporate governance, including recommending to the Board any changes to our Corporate Governance Guidelines; |
| ■ | overseeing the annual evaluation of the |
| ■ | considering the size, composition, expertise, and balance of the Board, as well as succession planning for non-executive | |
| ■ | primary oversight of the |
The Human Capital and Compensation Committee is responsible for assisting the Board in, among other things:
| ■ | overseeing matters related to human capital management, including DEI, the Company’s workplace environment and culture, and key initiatives, policies, and practices related to broad-based employee compensation; |
| ■ | overseeing, in coordination with the CEO, leadership development and succession planning for members of our Executive Committee (other than the CEO) and other senior-level employees and portfolio managers; |
| ■ | reviewing the Company’s compensation philosophy, strategy, and principles; |
| ■ | determining the compensation of our CEO and approving the compensation of certain other executive officers; |
| ■ | overseeing compliance with the compensation rules, regulations, and guidelines of the SEC, NYSE, and other applicable laws; |
| ■ | establishing, amending and, where appropriate, terminating incentive compensation plans, equity-based plans, and other bonus arrangements; and |
| ■ | reviewing the Company’s stock ownership guidelines for members of our Executive Committee and monitoring compliance with such guidelines. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 23 |
The Risk Committee is responsible for assisting the Board in its oversight of risk, including by:
| ■ | helping ensure that the key risks facing the Company are |
| ■ | advising on the Company’s risk profile and risk appetite |
| ■ |
| ■ | overseeing the effectiveness of the Company’s risk management procedures, and the principal risks and uncertainties relating to the Company and the steps being taken to mitigate them; and |
| ■ | reviewing reports prepared by the Company’s Chief Risk Officer. |
|
During 2021,2023, the Board held 10 meetings and approved three matters via unanimous written consent.nine meetings. Each of our directors who served on the Board in 20212023 attended at least 75% of the combined total number of meetings of the Board and Board committees of which he or she was a member, except for Tatsusaburo Yamamoto,Mr. Frank, who resigned fromjoined the Board effective February 4, 2021,on June 9, 2023, and missedwas unable to attend Board and Board committee meetings held on December 8, 2023, due to a scheduled medical procedure. He advised the one meeting heldCompany in 2021 prioradvance of those meetings that he would be unable to his resignation.attend. All 11 of our then-current directors attended our 2023 Annual General Meeting of Shareholders (the “2023 Annual Meeting”) in person, in accordance with the expectations set forth in the Company’s Corporate Governance Guidelines.
The independent directors met in executive session, presided by the Chairman,Chair, at each of the Board’s regular meetings in 2021,2023, consistent with the Company’s Corporate Governance Guidelines.
Our Corporate Governance Guidelines provide that all directors are expected to attend the Annual General Meeting of Shareholders. Nine of our 10 then-current directors attended our 2021 Annual General Meeting of Shareholders (the “2021 Annual General Meeting”) via teleconference due to local COVID-19 restrictions.
| Audit Committee | ■Has primary responsibility for overseeing major financial risk exposures ■Discusses the Company’s major financial risk exposures with management ■Coordinates with the Risk Committee, as appropriate, in overseeing our risk assessment and risk management policies related to financial risks ■Oversees the steps management has taken to monitor and control our major financial risk exposures |
| Governance and Nominations Committee | ■ Assists the Board in managing risks associated with corporate governance issues ■ Helps ensure that proper corporate governance standards are maintained, the Board and its committees consist of qualified directors, and appropriate succession plans for non-executive directors are in place ■ Reviews any proposed material amendments to the Company’s Code of Business Conduct and Senior Officer Code of Ethics |
| Human Capital and Compensation Committee | ■ Coordinating with the Risk Committee as appropriate, annually reviews our compensation policies and practices to determine whether any such policies or practices encourage excessive risk taking or are reasonably likely to have a material adverse effect on the Company ■ Ensures that appropriate succession plans for non-executive directors and other senior-level employees and portfolio managers are in place ■ Jointly with the Risk Committee, annually discusses employee risks, including with respect to talent retention and development ■ In conjunction with the Chair of the Risk Committee, oversees the compensation arrangements for our Chief Risk Officer |
| Risk Committee | ■Advises the Board regarding the establishment and maintenance of a supportive risk management culture throughout the Company ■Evaluates whether the Company is effectively managing and monitoring its risks, including cybersecurity and information technology risks and operational and investment risks related to climate change and other ESG matters ■Assists the Board in identifying forward-looking and emerging risks that relate to the industry or the Company specifically and monitors these risks on an ongoing basis ■Reviews and approves the appointment of the Chief Risk Officer and oversees that executive’s effectiveness |
| |
| |
■ Communicates regularly with the Chair of the Risk Committee and is responsible for elevating issues to the Chair of the Risk Committee where appropriate |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 24 |
The Board believes that a constructive evaluation process is key for maintaining and improving the effectiveness of the Board and its committees. The Board and each of its committees conduct an annual evaluation to assess how they are functioning.functioning, and in 2023 the Board also conducted an evaluation of the Board Chair’s performance in his role. Throughout the evaluation process, which is overseen by the NominatingGovernance and Corporate GovernanceNominations Committee, each director is given substantial opportunity to provide feedback. In particular,2023, each director completescompleted a comprehensive annual questionnaire covering a range of topics including Company strategy, management, Board materials and meeting practices, the Board Chair’s performance, Board and committee composition, shareholder engagement, and other areas specific to each committee. A report iswas prepared for the Board, and each committee, and the Board Chair summarizing the questionnaire responses, and the results of the performance evaluation arewere discussed with the full Board, and each standing committee.committee, and the Board Chair.
|
When new directors join the Board, we provide an orientation program to familiarize them with the Company’s business; strategic plans; significant financial, accounting, and risk management issues; compliance programs; conflicts policies; Code of Business Conduct; Corporate Governance Guidelines; principal officers;officers and business leaders; and internal and independent auditors. During Board meetings, the Company’s management team frequently presents on the Company’s goals and strategies and the current competitive environment. Further, at most meetings the Board frequently receives presentations on various topics, related toincluding key industry trends, topical business issues, ESG, DEI, risk management, cybersecurity, and corporate governance. These presentations help our directors understand the Company and its industry and maintain and develop their expertise.
In addition, each director is expected to participate in continuing education programs, at the Company’s expense, to maintain the necessary level of expertise to perform his or her responsibilities.
We conduct an active investor relations program, maintaining open dialogue with our shareholders across our two listings on the NYSE and the ASX. We proactively engage with shareholdersengaging on a range of topics, including corporate governance, our philosophy, and practices relating to ESG, executive compensation, strategic priorities, and financial and business performance.
| In |
The Board regularly receives feedback on shareholder sentiment and sell-side analysts’ views of the Company and the wider industry.
The ChairmanChair of the Board, each time accompanied by another director, also conducted a number of outreach meetings during the yearthroughout 2023 with major shareholders representing approximately 35%46% of our common stock outstanding. Board members welcomeOur directors welcomed the opportunity to learn more about shareholders’ interests in the Company. Equally,Company and management receivesreceived updates on shareholder engagement, topics raised, and key discussion points.
Trian Fund Management, L.P. is the Company’s largest shareholder and owns approximately 16.7% [19.5%] of our outstanding common shares. InSince February 2022, Messrs.two directors recommended by Trian have served on our Board. In June 2023, one of these directors, Mr. Garden, resigned from the Board and Peltz (each a FoundingJosh Frank, Partner of Trian) joined ourand Co-Chief Investment Officer at Trian, was appointed to the Board. We are pleased to have Trian as a major shareholder and to have the opportunity to benefit from the deep industry experience, fresh perspectives, and valuable insights that Messrs. PeltzBaldwin and GardenFrank bring to our Board as we continue to execute on our strategic plan of Simple Excellence.help clients define and achieve their desired investment outcomes while delivering significant long-term shareholder value.
The following table provides examples of our engagement efforts and topics discussed with our current and prospective shareholders:
| Types of Engagement | Topics Covered | |
■ Quarterly earnings calls with updates to the market ■ Non-deal roadshows ■ Participation in industry conferences ■ Calls and meetings initiated by shareholders ■ Respond to inquiries concerning a broad range of topics ■ Outreach, calls, and meetings with investors’ corporate governance departments | ■ Financial performance and goals ■ Corporate and business strategy ■ Board composition ■ Executive compensation (see ■ Corporate governance, human capital, ■ Regulatory considerations |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
Any interested party may communicate with the ChairmanChair of our Board or our non-executive directors as a group at the following address:
Janus Henderson Group plc
151 Detroit Street
Denver, Colorado 80206
USA
Attention: Company SecretaryChief Administrative Officer and General Counsel
Communications will be distributed to the Board, or to any of the Board’s committees or individual directors as appropriate, depending on the facts and circumstances of the communication. The SecretaryChief Administrative Officer and General Counsel will not forward communications that are unrelated to the duties and responsibilities of the Board or otherwise inappropriate.
We offer many critical policies and other disclosures on our website at ir.janushenderson.com under “Corporate Governance — Governance Policies & Statements,” including:
| ■ | Corporate Governance Guidelines; | |
| ■ | Code of Business Conduct; | |
| ■ | Officer Code of Ethics; and | |
| ■ | Charters for each of the Board’s standing committees. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
The CompensationGovernance and Nominations Committee of our Board is responsible for periodically reviewing non-executive director compensation and benefits and recommending changes, if appropriate, to the full Board. Our non-executive director compensation program is designed to accomplish several objectives:
| ■ | Attract and retain a diverse mix of capable and highly qualified directors with the ability, integrity, experience, and judgment required to serve on the board of a public company; |
| ■ | Provide competitive compensation commensurate with the scope of responsibilities and time commitment required by the Company’s directors, including service on |
| ■ | Align the interests of our non-executive directors with those of our shareholders. |
In 2021, the CompensationThe Governance and Nominations Committee engaged its independent compensation consultant, McLagan AON (the “IndependentConsultant”) to report onconducts a review of non-executive director compensation practices and levels as compared to the JHG Peer Group (as defined on page 48 ). Based on this report, and with guidance from the Independent Consultant, the Compensation Committee decided to increase annual service and committee fees to bring them in line with the JHG Peer Group median for the 2021/2022 service period.
every other year. The table below shows the changes, which include increases in the stock component of the annual service fees for the Chairman, Deputy Chairman,Chair of the Board and other non-executive Board members and increases in the cashas well as committee services fees for committee service.the period commencing on the 2023 Annual Meeting date through the 2024 Annual Meeting.
| Annual Service Fees | 2020/2021 | 2021/2022 | ||||||||||
| Chairman of the Board(2) | ||||||||||||
| Cash | $ | 240,000 | $ | 240,000 | ||||||||
| Stock | $ | 160,000 | $ | 220,000 | ||||||||
| TOTAL | $ | 400,000 | $ | 460,000 | ||||||||
| Deputy Chairman of the Board(2) | ||||||||||||
| Chair of the Board(1) | ||||||||||||
| Cash | $ | 225,000 | $ | 225,000 | $ | 250,000 | ||||||
| Stock | $ | 160,000 | $ | 175,000 | $ | 285,000 | ||||||
| TOTAL | $ | 385,000 | $ | 400,000 | $ | 535,000 | ||||||
| Board Members | ||||||||||||
| Cash | $ | 100,000 | $ | 100,000 | $ | 100,000 | ||||||
| Stock | $ | 130,000 | $ | 150,000 | $ | 150,000 | ||||||
| TOTAL | $ | 230,000 | $ | 250,000 | $ | 250,000 | ||||||
| Cash per each Committee | ||||||||||||
| Audit Chair | $ | 25,000 | $ | 40,000 | $ | 40,000 | ||||||
| Other Committee Chair | $ | 15,000 | $ | 20,000 | $ | 20,000 | ||||||
| Per Committee | $ | 10,000 | $ | 15,000 | $ | 15,000 | ||||||
| (1) |
| The |
The annual retainer and fees noted above are prorated for the period of time during the calendar year that each director held the position. Annual cash service fees are paid in arrears in quarterly increments. Stock awards are paid in fully vested shares of Company stock, though directors who have met the ownership requirement have the option to receive all or part of their stock awards in cash. Pursuant to the Director Deferred Fee Plan, U.S. non-executive directors can elect to defer payment of their director fees and certain stock awards made under our director compensation programs. Deferred stock awards earn dividend equivalents, which are paid in the form of fully-vested restricted stock units (“RSUs”) that are granted on each dividend payable date. The Company also reimburses travel expenses for Board meetings, which are not included in the compensation tables below.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
To ensure that directors own a meaningful amount of CompanyJHG common stock to more closely align their economic interests more closely with those of other shareholders, the CompensationGovernance and Nominations Committee has set minimum stock ownership guidelines for non-executive directors, which were adopted by the Board in the Corporate Governance Guidelines. Non-executive directors are required to own shares or share equivalents of our common stock with a value of at least $300,000$400,000 within fourfive years of joining the Board. Non-executive directors are not permitted to sell shares of the Company’s common stock until they have met the ownership guideline. All of our current non-executive directors who served on the Board in 2021 have satisfied the ownership guidelines as of December 31, 2021,2023, except for John Cassaday, Alison Davis whoQuirk, Leslie F. Seidman, and Anne Sheehan, each of whom joined the Board in February 2021.within the past five years. In addition, solely for purposes of satisfying the ownership guidelines, all of the shares of Company common stock beneficially owned by Trian Fund Management, L.P. are deemed to be owned directly by Nelson PeltzBrian Baldwin and Edward Garden,Josh Frank, so Messrs. PeltzBaldwin and GardenFrank have each satisfied the ownership guidelines.
The following table shows the compensation that each non-executive director was paid for his or her services in fiscal year 2021:2023:
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||
| Richard Gillingwater | 240,000 | 220,000 | — | 460,000 | ||||||||||||
| Glenn S. Schafer | 225,000 | 175,000 | 27,014 | 427,014 | ||||||||||||
| Alison Davis | 123,208 | 150,000 | — | 273,208 | ||||||||||||
| Kalpana Desai | 140,000 | 150,000 | — | 290,000 | ||||||||||||
| Jeffrey J. Diermeier | 175,000 | 150,000 | 14,073 | 339,073 | ||||||||||||
| Kevin Dolan | 140,000 | 150,000 | — | 290,000 | ||||||||||||
| Eugene Flood Jr.(4) | 168,333 | 150,000 | — | 318,333 | ||||||||||||
| Lawrence E. Kochard | 145,000 | 150,000 | 66,191 | 361,191 | ||||||||||||
| Angela Seymour-Jackson(5) | 236,998 | 150,000 | — | 386,998 | ||||||||||||
| Tatsusaburo Yamamoto(6) | — | — | — | — | ||||||||||||
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||
| Brian Baldwin | 120,000 | 150,000 | — | 270,000 | |||||
| John Cassaday | 250,000 | 285,000 | — | 535,000 | |||||
| Kalpana Desai | 148,333 | 150,000 | — | 298,333 | |||||
| Kevin Dolan | 135,000 | 150,000 | — | 285,000 | |||||
| Eugene Flood(4) | 165,000 | 150,000 | — | 315,000 | |||||
| Josh Frank(5) | 73,254 | 133,333 | — | 206,587 | |||||
| Alison Quirk | 150,000 | 150,000 | — | 300,000 | |||||
| Leslie F. Seidman(6) | 99,167 | 137,500 | — | 236,667 | |||||
| Angela Seymour-Jackson(7) | 130,000 | 150,000 | — | 280,000 | |||||
| Anne Sheehan | 135,000 | 150,000 | — | 285,000 | |||||
| Alison Davis(8) | 46,250 | — | — | 46,250 | |||||
| Ed Garden(9) | 57,778 | 16,667 | — | 74,445 | |||||
| (1) | Amounts represent the annual cash fees for serving as members of the Board of Directors, including non-executive |
| (2) | Amounts represent the value of the annual |
| (3) |
| Name | Other ($)(a) | Dividends on restricted stock units ($)(b) | Total ($) | ||||||||||
| Richard Gillingwater | — | — | — | ||||||||||
| Glenn S. Schafer | 510 | 26,504 | 27,014 | ||||||||||
| Alison Davis | — | — | — | ||||||||||
| Kalpana Desai | — | — | — | ||||||||||
| Jeffrey J. Diermeier | — | 14,073 | 14,073 | ||||||||||
| Kevin Dolan | — | — | — | ||||||||||
| Eugene Flood Jr. | — | — | — | ||||||||||
| Lawrence E. Kochard | — | 66,191 | 66,191 | ||||||||||
| Angela Seymour-Jackson | — | — | — | ||||||||||
| Tatsusaburo Yamamoto | — | — | — | ||||||||||
| (4) | Mr. Flood earns an additional observation fee of $10,000 on the |
| (5) | |
| (6) | Ms. Seidman joined the Board, effective June 1, 2023. |
| (7) | Ms. Seymour-Jackson also earns additional annual board fees of |
| (8) | ||
| (9) | Mr. Garden resigned from the Board, effective June 9, 2023. |
| JANUS HENDERSON GROUP PLC |
This Proposal seeks shareholder approval to increase the cap on the aggregate annual compensation that can be paid to the Company’s non-executive directors set forth in Article 140 of the Company’s Articles of Association (the “Cap”) from $3 million to $3.7 million per year. The proposed increase to the Cap, if approved, will not directly impact actual compensation payable to our non-executive directors, which is reviewed and approved by the Board every other year .
Our Articles of Association include the Cap due to the requirements of the ASX listing rules, and the Cap has not been increased since 2017. Given that we have added three new independent directors to the Board since February 2021, recently increased our Board size to 12 members, and given routine increases to director compensation since the 2017 merger that created Janus Henderson, the compensation payable to non-executive directors currently serving on our Board has reached the Cap, leaving no capacity to accommodate any future increases. Accordingly, the Board believes it is necessary and in the best interests of shareholders to increase the Cap to ensure that we are able to continue to attract and retain highly qualified independent directors to our Board.
Our Board conducts a thorough review of non-executive director compensation every other year, with input from the Company’s independent compensation consultant, McLagan AON (the “Independent Consultant”). In April 2021, the Independent Consultant conducted an assessment of our director compensation program relative to the Company’s asset management peers included in the JHG Peer Group (as defined on page 48). The Independent Consultant found that (i) the annual retainers paid to our directors lagged the market median and (ii) our committee service fees ranked near the bottom quartile relative to the JHG Peer Group. Based on this assessment, in 2021, our Board approved increases in the annual retainer and committee service fees to better align our director pay levels with the market median. The next review of non-executive director compensation will take place in 2023.
All compensation payable to our non-executive directors as a group each year is counted toward the Cap, including Board fees, committee fees and the value of equity awards. The Company does not have any active or discontinued retirement benefits plans for non-executive directors.
In accordance with ASX Listing Rule 10.17 we are seeking shareholder approval to increase the Cap, and we specifically note the following required ASX disclosures in connection with the proposed increase:
The text of the resolution in respect of Proposal 2 (which is proposed as an ordinary resolution) is as follows:
RESOLVED, that, for the purposes of ASX Listing Rule 10.17 and all other purposes, the maximum aggregate ordinary remuneration of the directors who do not hold executive office for their services be increased from $3,000,000 to $3,700,000 per year.
| 28 |
AsCompanies and society face an ordinary resolution, this proposal will be approved ifarray of challenges in the number21st century. Climate change, pollution, and other environmental crises are compounding existing social issues like access to food, water, and healthcare. The rise of votes cast “FOR” exceeds 50% of the total number of votes cast on this matter. Abstentionsbig tech and broker non-votesartificial intelligence could unlock enormous benefits to humanity but could also threaten jobs, cybersecurity, and data privacy. Because these ESG issues are not considered votes castcomplex, often interlinked, and will not impact the outcome of this proposal.
As required under ASX Listing Rule 14.11, the Company will disregard any votes cast in favor of this Proposal 2 by or on behalf of:
 |
Being a global asset management organization comes with important responsibilities. As an active manager, integrating ESG factors into our investment decision-making practices is fundamental to delivering the results clients seek. ESG-focused investing demandscan pose long-term, financially material* risks – and opportunities – for investors, they demand active and ongoing engagement and we are committed to maintaining our focus on ESG as a foundation for long-term sustainability andinvestment returns. At Janus Henderson, our approach to Responsibility is built on three pillars:
| ■ | Corporate Responsibility. Our commitment to Responsibility starts with us. At a corporate level, ESG principles influence our people, our culture, and our choices, helping to make us a better company. |
| ■ | ESG Integration. At an investment level, we |
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To help ensure that strategic issues relating to ESG are appropriately identified and managed acrossemphasize the firm in the best interestimportance of our clients,Responsibility efforts and ensure they are embedded across our entire Company, we established anenhanced our governance and oversight processes in 2023 around financially material ESG Steering Committee during 2021. This body, which is chaired by Enrique Chang, our Global Chief Investment Officer, consists of several members of our Executive Committee and senior representatives responsible for ESG activities within our Distribution and Investments teams. Under this ESG Steering Committee, individual initiatives have been created to ensure:climate considerations:
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Our approach to incorporating these risks and opportunities into our management structure has broadly been to integrate with existing frameworks, rather than creating a parallel structure specifically for ESG. ESG is not something distinct from investing, and we believe that the financial impact of material ESG risks and opportunities should be incorporated at various stages of the research process.
Responsible Investing involves considering financially material ESG investingfactors when making portfolio decisions and engaging in stewardship activities. We understand that Responsible Investing continues to evolve and mature. We are committed to maintaining an open dialogue with our clients, shareholders, employees, industry groups, and regional regulators to ensure we continue to meet their expectations and hold true to our values as a steward of our clients’ capital. This includes listening to client needs and developing new products to meet changing requirements.
As part of our commitment to advancing the industry dialogue around ESG, we seek to make the thinking of our Investment teams widely available to our clients, shareholders, and other stakeholders through a variety of content, including white papers, articles, podcasts, videos, and panel debates. As with our ESG research, we aim to publish content that contains thoughtful, practical, research-driven, and forward-looking insights.
In 2023, we generated 28 thought leadership and educational pieces on ESG topics. The insights included portfolio manager-specific views related to sustainable investment themes with key contributions from our Global Sustainable Equities, Global Natural Resources, and Global Technology Leaders teams. This content, as well as our ESG policies, voting records, and our annual ESG engagement and voting review, can be found on our website at ir.janushenderson.com under “Corporate Governance – Corporate Social Responsibility.”
| * | References to the materiality of this information should not be construed as a characterization regarding the materiality of such information to our financial results or for purposes of US securities laws. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 29 |
Responsible Investing demands active and ongoing engagement, and our heritage and expertise allowin fundamental research enable us to target long-term sustainable returns and positive outcomes. We also recognize that the ESG investment world is evolving, and we seek to partner with clients and act as a guide on that journey.
| 1. | Investment portfolios are built | ||
| 2. | Evaluation of financially material ESG factors is a | ||
| 3. | Corporate engagement is vital to understanding and promoting | ||
| 4. | Investment teams should have the freedom to interpret and implement ESG factors in the way best suited to their asset class and | ||
Our approach to ESG integration at Janus Henderson is thoughtful, practical, research-based, and forward-looking. We believeidentify financially material ESG issues and, leveraging our abilitylong-standing focus on deep research, assess the impact of these issues on various outcomes such as cash flows, valuations, and discount rates. Our analysts and portfolio managers are at the heart of this process. They are sector and company experts and are best placed to haveassess the greatest impact as active managers is through activeof ESG issues on our clients’ investments.
Our Investment teams are supported throughout the research and client engagement process by our central Responsibility team, an ESG-specialized group that oversees an array of ESG functions, including strategy and operations, client solutions, and Responsible Investment and governance practices across the Company. This partnership leads to enhanced research and decision-making, marrying the sector and industry expertise of the Investment teams with the firms in which we invest. ESG considerations are a key componentknowledge of the active investment processes employedResponsibility team.
The Responsibility team is led by our investment teams. These teams operateChief Responsibility Officer who reports directly to the CEO and are structured in ways most suited to their respective asset classes. regularly engages with our Board through quarterly updates on established metrics and targets, progress reports on priority initiatives, and various educational sessions.
The investment teams apply their differentiated perspective, insight and experience to identify sustainable business practices that can generate long-term value for investors. Therefore, commitment and accountability for the execution of ESG factors rests with the relevant investment teams. EachResponsibility team is responsible for articulating their specific objectives which means that the implementation of ESG criteria is carried out at the investment strategy level. At the corporate level, we encourageorganized around four resource and support the investment teams in embedding ESG factors into their work. This support includes making available centralized resources, such as data management, research, investment platforms and risk management tools, including the following:functions:
| ESG Strategy & Operations | Responsible Investment & Governance | ESG Client Solutions | Diversity and Community Relations | |||||||
| Supports our non-Investment teams through strategic initiatives such as Responsible Investment strategy, policy, and partnerships; ESG data and analytics; content and learning; and regulatory and operations matters by collaborating with our Regulatory, Risk, Compliance, and Legal teams. | Partners with the Investment teams | Partners with our Product, Distribution, and Investment teams to enhance existing portfolios and deliver new portfolios to clients with varying levels of ESG needs, from robust integration to ESG-focused strategies. | Partners with our Product, Distribution, and Investment teams on DEI matters, community relations, and oversees the Janus Henderson Foundation. | |||||||
Stewardship is an integral and natural part of our long-term, active approach to investment management. Strong ownership practices through engagement with issuers and voting proxies can help protect and enhance long-term shareholder and bondholder value. We support several stewardship codes, such as the UK and Japanese stewardship codes, and broader initiatives around the world, including the Principles for Responsible Investment, a UN-supported network of investors working to promote sustainable investment through the incorporation of ESG factors, of which Janus Henderson is a founding member.
In general, our Investment teams prefer an engagement-focused approach to a firm-level exclusion or divestment policy, both in sectors with higher environmental risk and for issuers where we have identified financially material sustainability, climate, or ESG risks. We believe this approach is best for maximizing risk-adjusted returns for our clients and for driving positive change at our portfolio companies. Most products and services offered by an issuer play necessary roles for the global economy, including sectors with higher carbon emissions such as oil and gas, mining, industrials, and utilities. Rather than ignoring issuers in these sectors through automatic exclusion or divestment, engagement leads to two benefits:
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| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 30 |
| ■ | Outcomes. Our teams can also engage for outcomes. Where an issuer may be ignoring or not managing a financially material sustainability, climate, or ESG risk, engaging for outcomes can encourage that issuer to adopt policies or practices that will address that risk and better position it for the future. |
Over
Discussions with the courseissuer’s management or board of 2021,directors directly link the sustainability, climate, or ESG consideration to why we believe addressing it makes them a better company, leading to improved cash flows, valuations, cost or capital, or credit ratings.
We have three core themes that all our Investment teams engage companies on:
| ■ | Climate change |
| ■ | DEI |
| ■ | Corporate governance |
In addition to these, we have a wide range of engagement themes and topics chosen by individual Investment teams, supported by the expertise of our Responsible Investment and Governance teams. These range from longstanding engagement themes such as access to medicine and human capital and culture to newer topics such as biodiversity and sustainable design.
Corporate governance regimes vary significantly depending on factors such as the relevant legal system, extent of shareholder rights, and level of dispersed ownership. Janus Henderson varies its voting and engagement activities according to the market and pays close attention to local market codes of best practice. However, we consider certain core principles to be universal:
| ■ | Disclosure and transparency |
| ■ | Board responsibilities |
| ■ | Shareholder rights |
| ■ | Audit and internal controls |
A key element of our approach to proxy voting is to support these principles and to foster the long-term interests of our clients. We also recognize that, in some instances, joint action by shareholders has the potential to be more effective than acting alone, especially when shareholders have a clear common interest. Where appropriate, we proactively collaborate with other investors on governance and wider environmental and social engagement issues, directly and through industry bodies.
We have a Proxy Voting Committee, which is responsible for positions on major voting issues and creating guidelines to oversee the voting process. The Proxy Voting Committee is comprised of representatives with experience in investment portfolio management, corporate governance, accounting, operations, legal, and compliance. Additionally, the Proxy Voting Committee is responsible for monitoring and resolving possible conflicts of interest with respect to proxy voting. We make our voting records publicly available on our website at ir.janushenderson.com under “Corporate Governance – Corporate Social Responsibility.”
Responsibility is a journey and we continually aim to strengthen our Corporate Responsibility practices and ESG capabilities. In 2023, we made significant progress in embedding ESGResponsibility at the heart of our investment proposition.investing proposition through further investments in ESG personnel, data, infrastructure, and fund capabilities. Key accomplishments in 2021 include:during the year included:
| ■ | |
| ■ | ESG Governance.We enhanced our governance and oversight process around financially material ESG and climate considerations, as described in more detail above. |
| ■ | ESG Data and Tools.We took our first steps in a |
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We are also committed to leveraging research-driven, materiality-focused ESG integration, alongside fundamental investment factors. This type of ESG integration is reflected in over 80% of our products. Beyond ESG integration, we also understand that many clients are looking to pursue environmental or social outcomes alongside targeted financial outcomes. For these clients, we continue to develop our suite of JHI Brighter Future Funds, which aim to deliver superior financial outcomes as well as environmental or social outcomes aligned to long-term sustainability themes. In alignment with our goal to offer investments that resonate with our clients’ values, we currently offer various strategies under our JHI Brighter Future Funds and continue to build a pipeline of strategies that address clients’ ESG goals across asset classes and strategies.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 31 |
| ■ | ESG Research and Engagement.Our Responsibility team partnered with our Investment teams to develop thematic ESG research covering a wide range of topics in 2023. This includes research on nuclear energy, cybersecurity, regulation of internet mega caps, climate stress tests, and physical climate risks/renewable energy opportunities in real estate. We also |
| ■ |
| ■ | ESG | ||||||
| ■ | ESG thematic topics: Climate change, DEI, and human capital management | ||||||
| ■ | |||||||
The Janus Henderson Investors website (www.janushenderson.com) provides accessVarious members of the Responsibility team completed the Chartered Financial Analyst (“CFA”) Program, the Certificate in ESG Investing from the CFA, and the climate-related Financial Risk Program with the University of Oxford. They also participated in additional training focused on building both ESG and non-ESG related skills, including the Durrell Wildlife Conservatory’s biodiversity course.
Training efforts extend beyond the Responsibility and Investment teams with over 90% of client-facing Distribution personnel now having obtained an external ESG certification. We will continue to managerdevelop ESG research insights across a variety of topics and hope to enhance the depth of these insights through a partnership with an academic institution that will provide support on both training and research.
| ■ | ESG Insights.Following our Knowledge Shared approach, we generated 28 thought leadership and educational pieces on a variety of ESG topics, including methane emissions from the oil & gas industry, deforestation, the role of metals in decarbonization, renewable energy, and electric and autonomous vehicles. We also published articles outlining our approach to ESG and natural capital investing. We aim to share these insights more broadly with our clients and other external stakeholders, through more personal and interactive events. One example is an event on the investment implications of the global water crisis that Janus Henderson and the Carbon Disclosure Project (*CDP *), an international non-profit organization, hosted in October 2023. |
| ■ | Industry Initiatives.In 2023, we became a participant in Nature Action 100, a global investor engagement initiative focused on driving greater corporate ambition and action to reverse nature and biodiversity loss. Additionally, Janus Henderson has a strong heritage of involvement with other sustainability-related organizations and initiatives. A complete list is available in our most recent Impact Report which can be found on our website at the address provided in the “Our Commitment to Clients” section above. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 32 |
We are committed to creating an inclusive environment that promotes equality, cultural awareness, and respect by implementing equitable policies, benefits, training, recruiting, and recognition practices to support our employees. DEI is about valuing our differences, creating equal opportunities, and continually identifying ways to improve our cultural intelligence, which ultimately leads to better decision-making and a more tailored client experience.
We view diversification in our people to be just as important as diversification of our investment portfolios. In 2023, we identified new ways to bring to life our value – Diversity Improves Results. We took calculated and measured steps to ensure we create accountability and leveraged quantitative and qualitative data to measure our overall impact, identified process improvements, and strived to create a workforce that reflects the communities in which we operate.
| Our DEI Metrics | ||
| 20% | 11% | |
| Women in senior management positions | Racially and ethnically diverse employees in senior management positions |
To measure and drive results, we use activity metrics such as the number of employees that participate in DEI-related events. Process metrics are used to evaluate and determine gaps that could occur in our performance management and recruitment efforts. We leverage lagging and leading indicators such as representation data, employee engagement scores, and talent pipeline to provide insight into our inclusion and equity efforts. In addition to disclosing these measurable objectives for achieving diversity, we also disclose how they see ESG issues reshaping the investment landscape,we support DEI with our leadership and talent development curriculum as well as toshare the future state of DEI at Janus Henderson in our ESG policies, voting records, andResponsibility Report, which is available on our annual ESG engagement and voting review.website at ir.janushenderson.com under “Corporate Governance – Corporate Social Responsibility.”
Employees value our employee resource groups, which include the Ability Alliance, Gender Diversity Alliance, the Black Professional Network, and Janus Henderson Pride, to name just a few.
KEY DEI ACCOMPLISHMENTS IN 2023:
| ■ | Enhanced our global parental leave coverage and leave pay. |
| ■ | Increased the number of employees with disabilities by 1% to 8% compared to 2022. |
| ■ | Implemented interview training for hiring managers and reinforced our commitment to having diverse interview panels and candidates for open roles. |
| ■ | Streamlined our job descriptions to remove unintended barriers and created them for the skill sets needed for tomorrow. |
| ■ | Faciliated over 35 sessions focused on topics such as neurodiversity, allyship, sign language, single parenting, belonging, and mental health support for men in the workplace. |
| ■ | Designed and implemented new employee curriculum focused on accent bias and socioeconomic diversity. |
| ■ | Achieved a DEI employee engagement score of 85%, which is aligned with the 75th percentile industry benchmark set by Newmeasures, LLC, a nationally certified women-owned enterprise that designs and executes employee lifecycle survey tools and benchmark data. |
| ■ | Sustained our commitment to the CEO Action for Diversity & Inclusion pledge and Women in Finance Charter and continued to partner with the Diversity Project. |
| ■ | Recognized for the past five years by the Bloomberg Gender-Equality Index and Human Rights Campaign Index for our inclusive practices and received 100% on the Human Rights Campaign Foundation Index. |
| ■ | Received the LGBT Great Gold Standard designation for our inclusive policies. |
| ■ | Continued our partnerships with #10000BlackInterns, Investment 2020, and Greenwood Project internship programs. |
| ■ | Globally, our base pay gender pay gap has continued to improve year over year but our mean bonus gap slightly increased due to outperformance in a specific portion of our investor base with low female representation. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 33 |
| * | Data as of December 31, 2023 |
| ** | Data includes overall representation of women, ethnically diverse, LGBTQ+, veterans, and employees with disabilities |
Climate change, biodiversity loss, and pollution are some of the greatest challenges we, as a society, face today, and we recognize that urgent action is imperative to prevent irreversible consequences to the planet. We are committed to reducing our environmental impact and embedding sustainable practices throughout our business.
Our environmental highlights:
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| In 2022, we | ||
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| ■ | In 2023, we procured 100% renewable electricity for all our | |
| ■ | We are a signatory to the CDP and have been responding to its Climate Change Questionnaire since 2010. In 2023 we achieved a ‘B’ score, outperforming our peers in over half of the CDP’s scoring categories as well as | |
| ■ | Through our carbon offsetting portfolio, we contributed to high quality, independently verified emission reduction and removal projects, and advanced the UN Sustainable Development Goals. Our 2023 Offset Portfolio includes: | |
| ■ | Domestic Energy Systems, India | |
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| ■ | Wind Power Portfolio, Turkey |
UN Sustainable Development Goals advanced through our offset portfolio:
For further details on our environmental initiatives and operational emissions, please see the latest version of our Impact Report.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
Through our carbon offsetting portfolio, we contributed to high quality, independently verified emission reduction and removal projects, and advanced the UN Sustainable Development Goals (“
Our 2021 Offset Portfolio:
SDGs advanced through our offset portfolio:
We believe it is importantare committed to be actively engagedcreating a culture of giving, and our commitment to the community and goals align with our purpose of Investing in the global community in which we operate.a Brighter Future Together. Our people are involved, inspired, and invested through our employee-led giving and volunteering efforts. By contributing to communities through local initiatives, as well as through our investment activity and corporate engagement, we are fulfilling what we view as our civic responsibility to set a positive example.
Through financial donations, service projects, and paid volunteer hours, employees are able to positively engage in the areas where we work and live, strengthening our communities and cultivating meaningful partnerships. In 2021, despite the COVID-19 pandemic,2023, we were able to engage in some of our traditional philanthropic efforts on a limited basis, like participating in bike buildshunger relief campaigns and community projects, serving meals at soup kitchens,early childhood literacy programs, and teaching financial literacy in the classroom. Our employees volunteered approximately 1,3452,600 hours in the community and organizedwhich was an increase compared to the 2,000 hours recorded in 2022. In addition, they continued to organize fundraising campaigns for those in need. Employees in Australia raised over AUD30,000 for 26 charities in their region.
During our global month of service campaign, our employees:campaign:
| ■ | |
| ■ | Many employees in Denver opted to donate toiletry items to the |
| ■ | Janus Henderson’s colleagues across the globe, including Tokyo, Hong Kong, and Singapore offices, donated blood. The Denver office hosted a Children’s Hospital Colorado Mobile Blood Drive, collecting 17 donations to |
| ■ | Colleagues in Japan volunteered at Good Gohan, a part of Good Neighbours, to provide educational support, medical and health assistance, and vocational training. Good Gohan strives to improve children’s lives through education, food, shelter, community development, medical care, advocacy, and emergency relief projects. |
| ■ | In the London office, employees donated money, emergency food, and household items for local people in crisis which were donated to Hackney Food Bank. |
| ■ | A group of volunteers took part in the |
The Janus Henderson Foundation is the primary charitable giving arm of Janus Henderson Group. The Foundation seeksJanus Henderson Foundation’s mission is to makeinvest in a difference in our communitybrighter future together by helping youth achieve their full potential, through access to betterenhancing educational opportunities. We investopportunities in innovative programs that prepare our youth to achieve academic successcommunities, and evolve to besupporting the future leadersideas and passions of tomorrow, including those described below.our employees.
| ■ | Greenwood Project. The Janus Henderson Foundation is excited to be in year two of our three-year grant with Greenwood Project. Greenwood Project creates career pathways in the financial services industry for Black and Latino students through rigorous training and internships. The $450,000 grant from the Janus Henderson Foundation has allowed high-achieving, underserved students to participate in the program and focused on their training in a financial services bootcamp. |
| In addition, The Janus Henderson Foundation has helped Greenwood Project to expand its student recruitment efforts beyond the Chicago area by hosting an information session in Denver. Education, business, and non-profit community leaders came together to learn about Greenwood Project and how to partner with the organization. | |
| In 2023, we provided additional funding to the organization to support a seminar for their college scholars. The seminar featured Nobel Prize winner and Janus Henderson Chief Investment Strategist Myron Scholes, Ph.D. The topics covered included decarbonization, innovation, compound returns, risk management, asset and option valuation, behavioral finance, and more. Dr. Scholes also talked about his background in economics and the significant contributions he’s made to the field. | |
| The Janus Henderson Foundation is proud to support Greenwood Project and sees natural alignment in the organization’s mission. We are also grateful for our employees who host interns and volunteer their time and resources to support underserved students looking to pursue careers in financial services. | |
| ■ | Closing the socioeconomic gap through the Janus Henderson Scholarship. The Janus Henderson Foundation is proud to announce its continued partnership with the Denver Scholarship Foundation |
| In addition, we have partnered with Causeway Education to establish a scholarship for youth in the United Kingdom pursuing a degree | |
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| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
We are committed to creating an inclusive environment that promotes equality, cultural awareness and respect by implementing equitable policies, benefits, training, recruiting and recognition practices to support our employees. Diversity, equity and inclusion are about valuing our differences, creating equal opportunities and continually identifying ways to improve our cultural intelligence, which ultimately leads to better decision-making and a more tailored client experience.
Increasing diversity in senior management positions is a DEI priority. In September 2021, we established goals to increase the number of women in senior management positions from 25% to 30% by 2023 and to increase the number of racial and ethnically diverse employees in senior management positions from 11% to 16% by 2023.
| Our 2023 DEI Goals | ||
| 30% | 16% | |
| Women in senior management positions | Racially and ethnically diverse employees in senior management positions |
In addition, we established a global Diversity, Equity & Inclusion Committee in 2017, with representation from our Executive Committee and leaders across the business and adopted a Diversity, Equity and Inclusion Policy, which is available on our website at ir.janushenderson.com under “Corporate Governance — Corporate Social Responsibility. ”
In 2017, we signed on to the HM Treasury’s Women in Finance Charter, pledging our commitment to promote gender balance in the UK financial services industry. When we signed the charter, our female senior management percentage was 16%. In 2021, we met our 2022 Charter target goal of 25% senior management women representation in the UK ahead of schedule, and we are on track to achieve our new goal of 30% representation by 2023. In addition to disclosing this measurable objective for achieving gender diversity, we also disclose progress made towards achieving gender diversity in our Impact Report, including the percentage of women employed by the Company globally, and the percentage of women in management and senior leadership roles globally.
Employees value our Employee Resource Groups, which include the Gender Diversity Alliance, the Black Professional Network and Janus Henderson Pride, to name just a few.
KEY DEI ACCOMPLISHMENTS IN 2021:
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TheThis Compensation Discussion &and Analysis (“CD&A”) provides an overview of our executive compensation philosophy and the principal elements used to compensate our CEO and other Named Executive Officers (“other NEOs” and, together with the CEO, “NEOs”) identified below. We also outline the 20212023 compensation decisions taken by our Human Capital and Compensation Committee (the “Committee”) and describe how compensation for the CEO and our other NEOs aligns with the Company’s performance and strategic priorities.
Table of Contents
Dear Fellow Shareholders,
On behalf of the Human Capital and Compensation Committee and the entire Board of Directors of Janus Henderson Group plc, we are pleased to present our Compensation Discussion and Analysis for 2023. This section of our Proxy Statement provides insights into our compensation program, including the decisions made by the Committee throughout the year.
During 2023 there were several signs of clear progress towards our ambition of achieving organic revenue growth over time:
| ■ | We executed on our three strategic pillars of Protect and Grow, Amplify, and Diversify. |
| ■ | Improved net flows significantly to $(0.7) billion compared to net flows of $(30.8) billion in 2022.(1) |
| ■ | Reinforced our culture through articulating our Mission, Values, and Purpose. |
| ■ | Achieved cost efficiencies better than target by the end of 2023, higher and sooner than the original target of the end of 2024. |
| ■ | Simplified the operating model, including signficantly upgrading our order management system and delisting from the Australian Stock Exchange. |
| ■ | Returned $321 million of cash to shareholders through quarterly dividends and the share buyback program while maintaining flexibility to invest in the business. |
Our 2021 Named Executive Officers include:Additional details on our financial performance can be found in the “2023 Company Highlights” section of this CD&A.
The Committee is focused on aligning the executive team’s interests with those of our shareholders through the design of a performance-based compensation program that focuses on achieving rigorous financial and strategic goals.
| ■ | We increased our CEO’s variable compensation based on our favorable stock performance during the year, his considerable contributions to our transformation during his first 18 months as CEO, his performance, and continued growth in the role. The Board believes he is the right CEO to lead this company and the compensation accurately reflects the strategic leadership he provides. |
| ■ | While we increased our CEO’s variable compensation, it is important to note that the majority of his pay remains strongly aligned with our longer-term performance. 70% of his incentive compensation deferred into equity, of which 60% was delivered in long-term performance-based share units (“PSUs”) and remains at-risk. |
| ■ | For our other NEOs, average variable compensation declined reflecting our operating performance. |
Additional details on the Committee’s 2023 compensation decisions for our NEOs can be found on page [43] of this CD&A.
| (1) | Net flows exclude Intech, the sale of which was completed March 31, 2022. |
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Our program is heavily weighted towards long-term equity incentives and significantly linked to at-risk and performance-based compensation, particularly for our CEO and our other NEOs. We believe that these awards better align our programs with the interests of our shareholders.
In November 2021,The revisions to our 2022 compensation framework received overwhelming support during our shareholder outreach engagements during the year, and we therefore continued these practices in 2023:
| ■ | Continued the use of quantitative and qualitative measures in our scorecard to align variable compensation with Company and individual performance designed to assess financial, client, strategic and cultural outcomes. |
| ■ | Delivered a significant percentage of our variable compensation to our NEOs in long-term, stock-based incentive compensation. For the CEO, 70% of 2023 variable compensation was awarded as long-term incentive awards (“LTI”). For our other NEOs, 60% of 2023 variable compensation was awarded as LTI. |
| ■ | Delivered a significant percentage of our LTI in PSUs. For the CEO, the Committee lowered the percentage of LTI awarded in PSUs to 60% (from 70% in 2022) to better align with market practice. For our other NEOs (except our Chief Risk Officer), 50% of their LTI remained awarded in PSUs. |
| ■ | We used the same core PSU design for our 2024 - 2026 PSU grants. The PSUs are eligible to vest after three years. The number of shares vesting is based on achievement of annual net new revenue growth and adjusted operating margin. We added relative TSR and net flow modifiers to reward relative outperformance during the performance period. The Committee believes these metrics align best with shareholder outcomes. |
The Company announced Mr. Weil’s intention to retire as Chief Executive Officer and the Committee view engagement with our shareholders as a membertop priority and we value shareholder feedback related to our compensation program. This feedback is shared with the Committee and is given significant consideration during the annual review of our program. Last year, shareholders were broadly supportive of our approach to executive compensation as demonstrated by our say-on-pay proposal vote (78.1% in favor) at the Company’s2023 Annual Meeting. However, this was a decline relative to the support we received in 2022 (92.4% in favor). Based on discussions with our shareholders, this decline in support was associated with the one-time transition awards determined by the prior Committee in 2021 to be appropriate to reinforce leadership stability following the former CEO’s retirement. Since the change in Committee leadership, no special awards have been granted or are under consideration for the NEOs.
During 2023, we reached out to our top 15 shareholders, representing 71% of our shares outstanding, and we engaged with all of those who expressed an interest in providing feedback. The feedback we received from our shareholder outreach efforts included support for the following:
| ■ | The design of the executive compensation program implemented last year, most notably awarding a significant portion of our variable compensation awarded in long-term PSUs. |
| ■ | The strategy framework implemented by our new Chief Executive Officer. |
| ■ | The recent Board refresh and governance oversight, including decision making around compensation. |
On behalf of your Board of Directors effective March 31, 2022. The Board has initiated an internalwe would like to thank you for your support of Janus Henderson Group. We are committed to a compensation program that pays for performance, aligns with ongoing shareholder interests, and external search process with the assistance of a leading executive search firmmotivates our leadership team as we continue to identify a successordeliver value to lead the Company through its next phase of growth. To ensure a seamless transition, Mr. Weil will remain in his role until March 31, 2022our shareholders and assist with an orderly transfer of responsibilities, serving as an adviser to the Company through June 30, 2022.navigate challenging market conditions.
We thank you again for your feedback and respectfully ask for your continued support at our 2024 Annual Meeting.
Sincerely,
Alison Quirk
Human Capital and Compensation Committee Chair
Our 2023 NEOs include the following current Company executives:
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Our CompensationThe Committee oversees our overall compensation program including executive compensation.for Company employees. In terms of executive compensation, the Compensation Committee is responsible for the program’s overall design, the review and approval of goals and objectives relevant to our CEO’s performance assessment and compensation decisions, and approval of the compensation of our executive officers based on an evaluation of each executive’s performance. Our executive compensation practices are centered around the following principles:program is designed to:
| ■ | Attract and retain highly-skilled individuals critical to our long-term |
| ■ | Fully align pay with our strategic priorities and reinforce a strong performance culture through rewards that reflect |
| ■ | Align management, client, and shareholder interests, |
| ■ | Manage risk-taking and conflicts of interest in our incentive plans, maintaining an appropriate balance between base salary, short-term cash incentives, and long-term deferred incentives; and |
| ■ | Ensure that compensation processes and procedures comply with regulatory requirements, are consistent with market practice, and include effective risk management controls. |
2021After difficult market returns in 2022, most global markets experienced growth in 2023 as external economic concerns in early 2023 were overshadowed by decreasing inflation and the expectation of the end of interest rate hikes as the year progressed.
Net outflows of $(0.7) billion in 2023 were markedly improved compared to $(30.8) billion of net outflows in 2022 (excluding Intech, the sale of which was another uniquely challenging year, marked by volatile marketscompleted March 31, 2022). Adjusted operating margin declined compared to 2022. Long-term investment performance remains solid with 60%, 69%, and unpredictable changes71% of assets outperforming benchmarks on a three-, five-, and ten-year basis. Our cash flow generation and strong balance sheet continue to provide us with flexibility to invest in the business—both organically and inorganically—and return cash to shareholders. We continue to focus on our homemission of helping clients define and work lives, yet our strategic focus remained unchanged. While we are encouraged by our progress in a number of key areas, we appreciate that our potential is greater than our current results. This is most evident in ourachieve superior financial outcomes through differentiated insights, disciplined investments, and world-class service. Financial results, net flows, which, despite improving significantly in each of the past two years, remain negative overall. Our 2021 accomplishmentsinvestment performance, and performanceseveral highlights are described below.
Produce dependable investment outcomes
Investment performance remained solid despite elevated volatility in global markets with more than half of AUM outperforming benchmarks on a 1-, 3- and 5-year basis. We continued to invest in our employees and in technology to strengthen risk-adjusted returns for our clients.
Excel in distribution and client experience
During the year, we made key senior level appointments globally in Sales, Consultant Relations and Client Experience that should deepen our relationships with our clients. In intermediary sales, which is our largest distribution channel, we saw good client demand particularly in the EMEA (Europe, Middle East and Africa), Latin America and Asia Pacific regions, all of which had net inflows for the year.
Focus and increase operational efficiency
Operational efficiency continues to be a key focus for our business. Throughout the year, we made substantial investments in technology and data architecture, including key front office technology, our customer relationship management system and our investment teams’ order management system. These transformational projects should significantly improve our efficiency in delivering for our clients.
We also continued to enhance, simplify and strengthen our platform to deliver future growth. During 2021:
Proactive risk and control environment
We have continued to significantly enhance our risk and control environment, moving towards our best-in-class approach. The work we have been doing in this area is critical to building a long-term growth foundation and enabling us to actively pursue growth opportunities. Importantly, in 2021 , some of our work was evidenced by lower regulatory capital requirements, which assisted us in delivering increased capital returns to our shareholders.
Develop new growth initiatives
2021 was our most active year in launching new products. We successfully launched new products in our focus areas of growth, including active exchange traded funds (“ETFs”), ESG, Fixed Income and Alternatives. We launched over 20 new products globally, including a suite of five sustainable active equity and fixed income ETFs in the U.S. In Europe, we continued to focus on the roll out of sustainable funds under the SFDR . We launched two new funds with a principal objective of sustainability, including a U.S. Sustainable Equities strategy and a sustainable technology fund. In addition to these product launches, we had some early successes in expanding our distribution channels by growing relationships with model portfolio providers in the U.S.
2021 Investment and Financial Performance
Investment Performance
Solid investment performance with 54%, 58%, 76% and 84% of assets under management outperforming relevant benchmarks on a one-, three-, five- and 10-year basis, respectively.
% of AUM outperforming benchmarks as of December 31, 2021
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Financial Results
2021 was a year of strong financial performance despite net flows, which remain negative overall. With the assistance of both markets and investment performance, AUM finished the year at a record high of $432 billion. Financial highlights include:Outcomes
Total Shareholder Return ((““TSR”TSR”)
TSR for JHG in 20212023 was +34.1%36.0%, compared to a median TSR of +34.7%11.1% for the JHG Peer Group +47.6%(as defined on page [47] ), 31.4% for the S&P U.S.US BMI Asset Management & Custody Banks Index, and +28.726.3% for the S&P 500. The TSR comparison reflects stock price appreciation during the year and assumes reinvestment of dividends, if any.
Adjusted Revenue*
A 20% increase5% decrease in average AUM and a higher net management fee margin led to a 21% increase3% decrease in adjusted revenue for the year to $2,215$1,646 million from $1,834$1,705 million in 2020.2022.
Adjusted Operating Margin* (%)
Adjusted operating margin of 43.5% increased 5.530.9% decreased 2.9 percentage points from 38.0%33.8% in 2020.2022.
Adjusted Diluted EPS* ($)Net Flows
On an adjusted diluted basis EPS was $4.28, a record for the firm, up 42% on 2020.
Dividend per Share ($)
DividendsNet outflows of $256 million were paid out during 2021, increasing the dividend per share by 4% in 2021.$0.7 billion improved significantly compared to 2022 net outflows of $30.8 billion.
* In addition to financial results reported in accordance with GAAP, we report certain financial measures on a non-GAAP basis. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may differ from the non-GAAP financial measures used by other companies. For additional information, see Annex A, “Reconciliation“Reconciliation of Non-GAAP Financial Measures.Measures.”
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Solid long-term investment performance with 60%, 69%, and 71% of assets under management outperforming relevant benchmarks on a three-, five-, and 10-year basis, respectively.
% of AUM outperforming benchmarks as of December 31, 2023
| Capability | 1-year | 3-year | 5-year | 10-year | |||||
| Equities | 42% | 48% | 57% | 60% | |||||
| Fixed Income | 79% | 66% | 88% | 91% | |||||
| Multi-Asset | 8% | 96% | 97% | 97% | |||||
| Alternatives | 57% | 97% | 100% | 100% | |||||
| Total | 44% | 60% | 69% | 71% |
We are in the execution phase of our strategic vision that was established during 2022 and our progress is starting to bear fruit. We believe our strategy will lead to consistent organic revenue growth over time. Our three strategic pillars are described below.
| ■ | Protect and Growour core businesses – We have identified existing opportunities to better align resources to protect and grow our core business. |
| ■ | Amplify strengths not fully leveraged – Our research, portfolio management, and client service strengths can be amplified with adjacent products, channels, geographies, and vehicles. |
| ■ | Diversify where clients give us the right to win – We have identified significant white spaces in asset management where we can have the right to win, whether that is by filling gaps in Investment teams or capabilities, or within channels or regions. |
In connection with our Protect and Grow strategy, 2023 US Intermediary net flows were positive for the first time since 2016 resulting in 1% organic growth, and we are capturing market share in this strategically important market. Under our Amplify strategy, net inflows into our suite of active ETFs was $6 billion and AUM more than doubled to $12 billion. With this growth, Janus Henderson is now the fourth largest provider of active fixed income ETFs in the US. We extended several strategies into new vehicles, including ETFs, Open-Ended Investment Company (“OEIC”), Société d’investissement à Capital Variable (“SICAV”), and Separately Managed Account (“SMA”). Under our Diversify strategy, we announced a joint venture, Privacore, that looks to take advantage of the democratization of private alternatives into the retail channel, and we continue to look actively to buy, build, or partner.
During 2023, we reinforced our culture through articulating our Mission, Values, and Purpose (“MVP”) company wide. It defines who we are and what we stand for as a collection of individuals and a Company, not just for today, but in the future. Our MVP, coupled with our strategy and a foundation of creating fuel for growth, guides our decision-making and prioritization, and it empowers our employees to move together in the same direction to help us succeed in this competitive landscape.
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Our philosophy has always been to maintain strong financial discipline and invest in the business where it strategically makes sense while looking to operate more efficiently to provide the “fuel for growth”. This fuel for growth, which allows for reinvestment in Janus Henderson’s strategic initiatives on behalf of our clients, was realized at a faster pace than expected and at a higher dollar amount. We obtained cost efficiencies better than target by the end of 2023 and continue to entrench a strategic cost management mindset across all departments.
For our CEO and other NEOs, the Committee uses a structured scorecard to evaluate performance and determine total variable compensation on an annual basis. The scorecard approach is designed to reflect the Board’s expectations of leadership and to ensure executives are rewarded for strong Company performance and value creation for our shareholders over the long term. The Board believes that strategy and culture are critical foundations to creating client, employee, and shareholder value.
The specific performance measures included in the scorecard are the same measures we use to evaluate our business. The performance categories, measures, and weightings used in the 2023 scorecard include the following:
| ■ | Financial Outcomes (25% weighting). Deliver strong financial results for shareholders measured by revenue growth, cost management, operating margin expansion, and TSR. |
| ■ | Client Outcomes (25% weighting). Deliver superior investment performance and client service as measured by investment performance relative to benchmark over various time periods, client satisfaction, and net AUM flows. |
| ■ | Strategy (25% weighting). Transform and articulate the Company’s strategy to position the organization for growth. |
| ■ | Culture (25% weighting). Embed new Mission, Values, and Purpose, create a high-performance culture focused on delivering positive client outcomes, attract and retain diverse talent, drive cross-functional collaboration and communication, and reinforce our commitment to Corporate Responsibility. |
After the end of each year, the Committee uses the scorecard to evaluate the CEO’s performance relative to the specific performance measures established at the beginning of the year. Following this assessment, the Committee determines the total variable compensation award for the CEO. This same scorecard approach is used by the CEO to evaluate the performance of our other NEOs. The CEO recommends total variable compensation awards to the Committee for consideration, which then makes the determination.
Once the amount of total variable compensation is determined, it is apportioned into short-term incentives (“STI”), such as cash bonuses, and deferrals into LTIs, including time-vested restricted stock units (“RSUs”) and PSUs.
| ■ | For our CEO, 70% of 2023 variable compensation is deferred into LTI, with 60% of the LTI granted in PSUs to better align with market practice, versus 70% granted in PSUs in 2022. |
| ■ | For the other NEOs, 60% of 2023 variable compensation is deferred into LTI, and 50% of the LTI is granted in PSUs, consistent with 2022 (with the exception of Ms. Fogo who receives 100% of the LTI granted in RSUs as the Chief Risk Officer). |
Time-vested RSUs vest in equal installments over a three-year period. Performance-vested PSUs cliff vest on the third anniversary of the grant date using a matrix-based target, measured at the end of the three-year period, derived by a combination of annual net new revenue growth and adjusted operating margin* with TSR and net flow modifiers. The Committee believes the PSU vesting targets have a strong correlation to relative shareholder returns and align to performance measures that management can directly influence.
| * | In addition to financial results reported in accordance with GAAP, we report certain financial measures on a non-GAAP basis. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may differ from the non-GAAP financial measures used by other companies. For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures.” |
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The scorecard approach used to determine total variable compensation each year, combined with the rigorous PSU vesting conditions, are intended to ensure CEO and other NEO variable compensation is aligned with shareholder interests and linked to performance over the long term.
| ■ | To receive a variable compensation award, executives must first deliver results against the performance measures as outlined in the scorecard; and |
| ■ | PSUs are eligible to vest after three years. The number of shares vesting is based on achievement of annual net new revenue growth and adjusted operating margin modified by relative TSR and net flow numbers at the end of the three-year performance period. |
These performance measures reinforce the Committee’s dedication to pay-for-performance, establishing rigorous performance standards, and align executive pay with shareholder interests over the short and long term.
Our CompensationThe Committee emphasizes performance-based variable incentives as the primary element of compensation paid to theour CEO and our other NEOs, reinforcing our strong pay-for-performance culture. In the 20212023 performance year, 92%93% of the CEO’sCEO total compensation and 91%80% of our other NEOs’NEO total compensation consisted of performance-based variable incentives. As shown in the charts below, a significant portion of variable compensation is deferred into JHG stock-based awards and/or fund unit awards, aligning management, client and shareholder interests, consistent with our compensation philosophy.
The charts below illustrate the mix of total compensation awarded in respect of the 20212023 performance year. Total compensation includes base salary plus total variable compensation delivered in the form of STI, such as cash (Short Term Incentive, or “STI”)bonuses, and deferrals into restricted stock units and/or fund unit awards (Long Term Incentive, or “LTI”). LTI, includes one-time Transition Awards granted in February 2022.including time-vested RSUs and performance-vested PSUs.
We strive to maintain competitive compensation and benefits for all employees at the Company. Compensation, including an appropriate balance betweenof base salary and variable compensation, without targetingis designed to attract and retain highly-skilled and diverse talent, reinforce a specific mix or ratio instrong pay-for-performance culture, and align the interests of management with our clients and shareholders. The table below provides further detail regarding compensation framework for the CEO and the other NEOs. However, once the CEO’s total variable compensation is determined for a particular year, the percentage mix between cash and deferred awards, as well as the percentage mix between types of deferred awards, is fixed.benefits at Janus Henderson.
| Component | Purpose | Pay Type | Pay Element | Details | ||||
| Base Salary | Provides fixed pay for performing day-to-day job responsibilities | Fixed | Cash | • Constitutes a small portion of total annual •
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At Risk Performance- Based Variable Compensation | • Performance-based variable compensation reinforces our pay-for-performance culture •
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•
| Cash | The portion of total variable compensation paid in cash is intended to reward current year achievements. | |||||
| Long-Term Incentive | Time-Based Restricted Stock Units | A portion of total variable compensation is deferred into RSUs which are typically subject to a three-year ratable, time-based vesting schedule. Cash dividend equivalents are paid on unvested RSUs and are included in taxable compensation. | ||||||
| Performance-Based Share Units | A portion of total variable compensation is also deferred into PSUs, PSUs are eligible to vest after three years. The number of shares vesting is based on achievement of annual net new revenue growth and adjusted operating margin modified by relative TSR and net flow numbers at the end of the three-year performance period. |
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| Component | Purpose | Pay Type | Pay Element | Details | ||||
| Other Benefits | Provides market competitive employee benefits | Benefits | • Medical and dental insurance •
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| The | ||||
| Retirement Plans | Provides the opportunity for participant elected deferrals of compensation and certain Company discretionary and matching contributions | Varies by Country | We provide retirement plan benefits to all employees to assist them in their retirement planning. The contribution amounts vary geographically, and amounts are based on plan formulas that apply to all employees in those locations. Plans offered vary based on local market practices and regulations. |
CEO Scorecard Approach
ForIn establishing Mr. Dibadj’s 2023 compensation package, the CEO,Committee reviewed a range of information, including key objectives in four categories (1) Financial Outcomes, (2) Client Outcomes, (3) Strategy, and (4) Culture. Competitive benchmarking data provided by the Compensation Committee uses a structured scorecard to evaluate performance and determine annual variable compensation. The scorecard is designed to alignCommittee’s independent compensation consultant, CEO compensation with the Company’s performancepackages disclosed by other public financial services firms, and reward the CEO for achieving goals that maximize long-term value creation for ourinsights from shareholders and clients.
At the beginningexternal advisors were also considered in determining his 2023 compensation. Mr. Dibadj’s total compensation of each year, the Compensation Committee establishes the CEO’s target incentive opportunity as well as the scorecard performance measures$11.0 million payable for 2023 is comprised of base salary and weightings. In setting the target incentive opportunity, the Compensation Committee considers various factors based on feedback fromperformance-based variable compensation with a larger portion of our Independent Consultant, including the Company’s revenue and total assets under management, as well as business complexity, comparedcompensation package delivered in PSUs relative to the JHG Peer Group. The Compensation Committee determined that the CEO’s 2021 target incentive opportunity would increase to $8.5 million based on market pay practices of the other companies in the JHG Peer Group.peers.
The performance categories, measuresCommittee used the scorecard approach to assess Mr. Dibadj’s performance. A summary of Mr. Dibadj’s 2023 compensation and weightings used in the 2021 scorecard were the following:
Responsibilities Mr. Dibadj is the Chief Executive Officer and serves as a member of our Board of Directors. He is responsible for | |||||
| 2023 Compensation (in 000s) | |||||
After the end of each year, the Compensation Committee uses the scorecard to evaluate the CEO’s performance relative to the specific investment, financial and strategic performance objectives.
Using the table below, the Compensation Committee selects a performance multiplier range between 0.0 and 2.0 for each performance category in the scorecard, as well as an overall performance ‘multiplier’ between 0.0 and 2.0.
The overall performance multiplier is applied to the CEO’s target incentive opportunity in order to calculate the CEO’s total variable compensation award. As shown below, once the amount of the CEO’s total variable compensation award is determined, 50% is paid in cash and 50% is deferred.
Given that Mr. Weil will retire in 2022:
Notes:
The scorecard approach used to determine total variable compensation coupled with the PSU vesting conditions subjects the CEO’s total variable compensation award to two distinct performance hurdles:
Subjecting the deferred PSUs to this double hurdle underscores the Compensation Committee’s dedication to pay for performance, establishing rigorous performance standards, and aligning the CEO’s pay with shareholder interests over the short- and long-term. As shown in the table below, the vesting percentage for the CEO’s 2016, 2017 and 2018 PSU grants averaged 89% of the total units granted.
CEO PSU Grants
| Units Granted | Units Vested | Vested (%) | Original Grant Value ($) | Vested Value ($) | Vested Value (%) | |||||||
| 2016(a)(b) | 63,549 | 23,831 | 38% | 1,778,000 | 596,967 | 34% | ||||||
| 2017(c)(d) | 57,590 | 33,594 | 58% | 1,988,000 | 1,003,117 | 50% | ||||||
| 2018(e)(f) | 83,863 | 125,795 | 150% | 1,982,500 | 4,585,228 | 231% | ||||||
| ACTUAL VESTING RESULTS 2016-2018 | 89% | 5,748,500 | 6,185,312 | 108% |
Notes: For purposes of this illustration, grants shown represent awards related to the year of performance rather than the year in which they were granted.
2021 CEO Variable Compensation
Based on its evaluation of 2021 investment, financial and strategic results using the scorecard, the Compensation Committee determined an overall performance multiplier of 1.10 for the CEO as illustrated in the table below. The overall performance multiplier is applied to the CEO’s target incentive opportunity of $8.5 million in order to calculate the CEO’s 2021 total variable compensation incentive award shown below.
��
| Performance Multiplier Ranges | |||||||
| Performance Category | 0.0 | 0.5 | 1.0 | 1.5 | 2.0 | ||
| Investment Excellence (30%) |  | ||||||
| Financial Results (40%) | | ||||||
| Strategic Results (30%) | | ||||||
| Overall Performance Multiplier |  | ||||||
|
Richard Weil | Chief Executive Officer
| $725 |
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| Performance-Based Variable Compensation | |||||
| Annual Cash Bonus | $ | ||||
| JHG Restricted Stock (“RSUs”) | $ | ||||
| Performance-Based Share Units | |||||
| $ | |||||
| Total Variable Compensation | $ | ||||
| Total Annual Compensation | $11,000 | ||||
Compensation Decisions
Mr. Weil’s base salary is reviewed periodically by the Compensation Committee. He did not receive a salary increase in 2021.
Mr. Weil’s total variable compensation was determined using the overall performance multiplier of 1.10, calculated based on the performance multiplier ranges assigned by the CompensationThe Committee to Investment Excellence, Financial and Strategic Results based on their assessment of the 2021 CEO scorecard outcomes. This multiplier was applied to the 2021 target incentive opportunity of $8.5 million, resulting in $9.350approved $10.275 million in total variable compensation. This represents a 20%compensation for Mr. Dibadj. His compensation increased 19% over 2022, which was his first and partial year as Chief Executive Officer, and was part of his new hire package. In 2023, under Mr. Dibadj’s leadership, the Company experienced annual net revenue growth that exceeded targets, improved asset retention rates, strong TSR on JHG common stock, and continued improvements on strategic and cultural initiatives. Based on this strong annual performance, including executing on the Company’s vision and driving financial outcomes, the Committee determined that an increase in total variableMr. Dibadj’s compensation and an 18% increase inwas warranted to bring his total compensation as compared to 2020.
2021 CEO Scorecard Assessment
Investment Excellence (30% weighting)
Investment performance is 100% formulaic.in line with market median of our US peers.
Based on firm-wide fund performance, on an AUM-weighted basis, the % of assets outperforming respective benchmarks over the three-year investment period ending December 31, 2021 was 58%, resulting in a performance multiplier range of 1.0 to 1.5 for Investment Excellence.
Financial Results (40% weighting)
Financial performance is determined 50% formulaic and 50% subjective.
Formulaic financial results are determined based on the Company’s one-year relative financial performance for 2021 as compared to the JHG Peer Group over the same period. The formulaic component is calculated using a simple average of three multipliers: revenue growth, net income before taxes, and net flows.
Subjective financial results reflect the Compensation Committee’s holistic assessment of results including, but not limited to: actual vs. budget year-over-year , shareholder return, balance sheet quality and other financial outcomes for 2021.
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2023 CEO Scorecard Outcomes
Financial Outcomes (25% weighting)
Despite a challenging and competitive year for the asset management industry, Janus Henderson surpassed its growth targets and delivered positive shareholder returns which reflects the success of its long-term strategic direction and commitment to client service that Mr. Dibadj oversees.
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| ■ | TSR for JHG common stock in 2023 was |
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Client Outcomes (25% weighting)
The Compensation Committee assigned aCompany’s investment performance multiplier range of 0.5remained solid, reinforced by Mr. Dibadj’s significant commitment to 1.0 for financial results based on the combined formulaicclient engagement, fostering client interactions to build trust and subjective results described above.
Strategic Results (30% weighting)
Strategic performance is 100% subjective and the Compensation Committee assigned a performance multiplier range of 1.0 to 1.5 based for strategic results based on the following:showcase new products.
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During the past 18 months, Mr. Dibadj has launched and continued to drive the success of the strategic framework aligned to the Company’s three-pillar strategy of Protect and Grow, Amplify, and Diversify, which has already led to actionable business opportunities and expected long-term revenue growth.
| ■ | Made signficant progress toward the delivery of nine strategic initiatives across our key target client segments which are aligned to the Company’s three-pillared strategy of Protect and Grow, Amplify, and Diversify. This included investing in the US Intermediary channel, our largest client segment, which resulted in positive net flows in this channel for the first time in seven years. |
| ■ | Successfully formed a joint venture partnership with Privacore, an open-architecture distributor and trusted consultant for alternative investment products tailored to Private Wealth clients, to provide new avenues to diversify our revenue streams. The firm is expected to become fully operational in the first quarter of 2024. |
Culture (25% weighting)
Mr. Dibadj is continuing to position the Company for growth by leveraging the strength of the existing cultural foundation with a refined strategy of focused execution and increased collaboration and accountability. There has been significant progress in 2023 as a result of the collaboration, effort, and perseverance across the Company to live our MVP values and deliver on our mission of helping clients define and achieve superior financial outcomes through differentiated insights, disciplined investments, and world-class service.
| ■ | Continued to spearhead the drive to embed the Company’s rearticulated Mission, Values, and Purpose into our talent management, performance management, and reward and recognition processes. Maintained strong engagement metrics in our annual employee survey with significant increases in senior leader scores after attracting critical new talent into the executive team. Mr. Dibadj continues to foster a culture of transparency and open communication, specifically through town halls, Q&A sessions, and departmental meetings. Mr. Dibadj has also launched the “60 million brighter futures” campaign highlighting that every Janus Henderson employee is responsible for clients around the world who entrust us with their financial well-being. As this campaign takes hold, we see it energizing and connecting employees to our Mission and Purpose. |
| ■ | Engaged with our employee resource groups across the globe, championing their initiatives, helping to secure increased executive sponsorship for each group, and repositioning their efforts to focus externally as well as internally to better support the communities we serve. |
The Compensation Committee is responsible for oversight and approval of compensation paid to the other NEOs who are eligible to receive discretionary total variable compensation awards basedfrom the Company. The scorecard approach for our other NEOs includes the same categories, measures, and outcome weightings as the CEO scorecard described above.
The CEO, in conjunction with the Committee, agreed to apply the same scorecard approach to our other NEOs to drive individual accountability and alignment between Company and business unit outcomes, and to strengthen the link between compensation and performance over the long term. At the end of the year, each of the other NEOs completes a self-assessment, and the CEO uses the scorecard approach to evaluate their performance on a Company, department, and individual performance.
We pay annuallevel. He then recommends total variable compensation awards for each other NEO to the majority of employees from pools funded by Company profits (“profit pools”). These profit pools effectively create a “profit share” arrangement between our employees and shareholders. Total variable compensation paid to the other NEOs is fully discretionary and directionally consistent with the variable compensation paid to all employees funded from the profit pools.Committee for consideration.
In addition to profit pool outcomes, the Compensation Committee considers a number of factors in determining total variable compensation for our NEOs:the other NEOs, the CEO and the Committee consider:
| ■ | |
| ■ | |
The other NEO’s total variable compensation awards are subject to our standard deferral methodology under which a portion of each NEO’s award is paid in cash and the remainder is deferred into RSUs and/ or fund unit awards. These long-term incentive awards vest in equal installments over a three-year period.
The Compensation Committee also considered the uncertainty caused by the CEO’s retirement, combined with an increase in shareholder activism, and decided to deliver transition awards to the other NEOs to reinforce leadership stability during this period of transition and change. The transition awards, as shown in the tables below, were delivered in time-based RSUs and will cliff vest at the end of two years.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 43 |
| ■ | competitive benchmarking data for similar roles as compared to the JHG Peer Group; and |
| ■ | the direction of the Company profit pool, which is funded based on Company profits. |
Roger Thompson | Chief Financial Officer
In general, total variable compensation awards to the other NEOs are directionally consistent with the variable compensation awards paid to all employees from the profit pool.
Total annual compensation and performance against the scorecard measures for the other NEOs for the 2023 performance period is summarized below.
| 2023 Compensation (in 000s) | Responsibilities Mr. Thompson serves as Chief Financial Officer and is a member of the Executive Committee. He is responsible for planning, implementing, managing, and controlling all corporate financial-related activities of the Procurement. In addition, Mr. Thompson is responsible for leading the Asia Pacific Client Group. | ||
| Base Salary | $ | ||
| Performance-Based Variable Compensation | |||
| Annual Cash Bonus | $ | ||
| JHG | $ | ||
| $ | |||
| Total Variable Compensation | $ | ||
| Total Annual Compensation | $ | ||
Compensation Decisions
for Mr. Thompson
The Compensation Committee approved $2.818$2.206 million in total variable compensation for Mr. Thompson which representsThompson. Mr. Thompson’s total compensation for 2023 declined 6% on a 25% increase asconstant currency basis compared to 2020. This increase recognizes his contributions toward a highly profitable, cash generative business capable of investing in new growth initiatives. Mr. Thompson2022. He did not receive a salary increase in 2021.2023.
Mr. Thompson’s compensation is determined in Great British Pounds (“GBP”) and converted to USD using an annual average exchange rate between GBP and USD equal to 1.3746.1.2429.
2021 Key Achievements2023 Scorecard Outcomes for Mr. Thompson
Financial Outcomes (25% weighting)
| ■ | Under Mr. Thompson’s leadership, the Company |
| ■ | Mr. Thompson oversaw the Company’s voluntary delisting from the Australian Securities Exchange, which has |
| ■ |
Client Outcomes (25% weighting)
| ■ | Under Mr. Thompson’s leadership, the Asia Pacific Client Group delivered on client-centric initatives aligned with the Company’s strategic vision, including an evaluation of client teams to |
| ■ | His team delivered strong performance on audits, successfully delivered the required periodic reporting, and effectively managed share repurchases and seed capital investments. |
Strategy (25% weighting)
| ■ | Mr. Thompson |
| ■ |
Culture (25% weighting)
| ■ | Mr. Thompson traveled extensively in 2023 to meet with employees and clients in many of the Company’s offices around the world. He provided valuable insight and created meaningful connections with employees by hosting town halls, Q&A sessions, and department meetings to provide insight into the Company’s strategic vision and financial results. |
| ■ | He serves as a board member of the Janus Henderson Foundation and leads a number of community and charitable activities for the Company such as the Lord Mayor’s Appeal in the UK. Mr. Thompson is also an active member of our Diversity, Equity, |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 44 |
Suzanne Cain Michelle Rosenberg | Global Head of DistributionChief Administative Officer and General Counsel
Responsibilities In 2023, Ms. Janus Aspen Series. | |||
| Base Salary | $ | ||
| Performance-Based Variable Compensation | |||
| Annual Cash Bonus | $ | ||
| JHG | $ | ||
| $ | |||
| Total Variable Compensation | $ | ||
| Total Annual Compensation | $ | ||
Compensation Decisions
for Ms. Rosenberg
The Compensation Committee approved $3.60$1.7 million in total variable compensation for Ms. Cain which represents a 31% increase asRosenberg. Her total compensation for 2023 is flat compared to 2020. This increase is largely driven by her contribution in advancing the strategic agenda of our distribution efforts, which improved our 2021 organic growth rate , excluding Intech, of (1.2)% as compared to ( 4.6 )% in 2020.2022. Ms. CainRosenberg did not receive a salarybase pay increase in 2021.for 2023.
2021 Key Achievements2023 Scorecard Outcomes for Ms. Rosenberg
Financial Outcomes (25% weighting)
| ■ | Ms. |
| ■ | Under her leadership, the Legal team achieved positive resolution on several litigation matters and renegotiated insurance policies realizing cost savings while increasing coverage in critical areas. |
Client Outcomes (25% weighting)
| ■ | Ms. Rosenberg successfully engaged with the Board, assisted with the selection process for two new Board members, implemented a |
| ■ | She led regulatory rules implementation for various asset management and corporate activities, as well as regulatory work related to a routine SEC examination, all without issue. |
Strategy (25% weighting)
| ■ | Ms. Rosenberg and her team actively contributed to due diligence phases of |
| ■ |
Culture (25% weighting)
| ■ | Ms. Rosenberg is actively involved on the Diversity, Equity, and Inclusion Committee and is the executive sponsor for the Working Parents employee resource group. |
| ■ | She engaged with employees across the |
Georgina Fogo | Chief Risk Officer
Responsibilities Ms. Fogo serves as Chief Risk Officer and Chief Compliance Officer with responsibility for the Global Risk and Compliance functions. She is a member of the Executive Committee and currently chairs | |||
| Base Salary | $ | ||
| Performance-Based Variable Compensation | |||
| Annual Cash Bonus | $ | ||
| JHG | $ | ||
| $ | |||
| Total Variable Compensation | $ | ||
| Total Annual Compensation | $ | ||
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 45 |
Compensation Decisions
for Ms. Fogo
The Compensation Committee approved $1.787$1.305 million in total variable compensation for Ms. Fogo which representsFogo. Her total compensation for 2023 declined 9% on a 25% increase asconstant currency basis compared to 2020.2022. For the 2023 performance period, Ms. Fogo is responsible forFogo’s performance-based variable compensation was awarded in time-vested RSUs and did not include PSUs given her role as the Company’s enhancedChief Risk Officer in order to mitigate any potential conflicts between her risk and control environmentcompliance duties and improved relationships with regulators.performance-based variable compensation. Ms. Fogo did not receive a salary increase in 2021.2023.
Ms. Fogo’s compensation is determined in GBP and converted to USD using an annual average exchange rate between GBP and USD equal to 1.3746.1.2429.
2021 Key Achievements2023 Scorecard Outcomes for Ms. Fogo
Financial Outcomes (25% weighting)
| ■ | Ms. Fogo achieved business unit financial goals including realizing cost savings targets. |
| ■ | She demonstrated an efficient use of capital through maintenance of a strong operational risk. |
Client Outcomes (25% weighting)
| ■ | Under Ms. Fogo’s leadership, the Risk and Compliance |
| ■ | She engaged with clients to provide risk framework design, market insights, and ensure delivery of |
Strategy (25% weighting)
| ■ | Ms. Fogo and her teams |
| ■ |
Culture (25% weighting)
| ■ | |
| As the | |
| ■ | She is the executive sponsor of Janus Henderson’s EMEA PRIDE Employee Network, and received external recognition by being named InVolve role model of the year 2023 and LGBT+ Great Top 50 Executive Ally 2023. |
| James R. Lowry | Global Chief Operating Officer | |||
| 2023 Compensation (in 000s) | Responsibilities Mr. Lowry serves as Global Chief Operating Officer and is a member of the Executive Committee. He oversees Operations, Technology, Data, Facilities, Business Change, Operational Transformation, and Luxembourg operations. | ||
| Base Salary | $348 | ||
| Performance-Based Variable Compensation | |||
| Annual Cash Bonus | $482 | ||
| JHG RSUs | $362 | ||
| JHG PSUs | $362 | ||
| Total Variable Compensation | $1,206 | ||
| Total Annual Compensation | $1,554 | ||
Compensation Decisions for Mr. Lowry
The Committee approved $1.206 million in total variable compensation for Mr. Lowry. His total compensation for 2023 declined 6% as compared to 2022. Mr. Lowry did not receive a salary increase in 2023.
Mr. Lowry’s compensation is determined in GBP and converted to USD using an annual average exchange rate between GBP and USD equal to 1.2429.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 46 |
2023 Scorecard Outcomes for Mr. Lowry
Michelle Rosenberg Financial Outcomes (25% weighting) | General Counsel and Company Secretary
| |||
| highly complex multi-year systems project that went live in 2023. |
Compensation Decisions
The Compensation Committee approved $1.65 million in total variable compensation for Ms. Rosenberg which represents a 44% increase as compared to 2020. Ms. Rosenberg was promoted into the General Counsel role in 2018. This increase recognizes her competence in the role and increases her total variable compensation toward the market median as compared to the JHG Peer Group.
2021 Key Achievements
Client Outcomes (25% weighting)
| ■ | |
| ■ | |
| ■ | Mr. Lowry’s Enterprise Data Management team improved the Company’s use and management of data by automating processes and optimizing data integrity, and the |
Strategy (25% weighting)
| ■ | Under Mr. Lowry���s leadership, in 2023 we launched our OMS transformation program, a multi-year project requiring collaboration across the Company. The delivery of this program was a transformative step in our technology evolution and a critical step forward in our operational infrastructure that provides us with a robust risk framework, improved workflow, and flexbility to support future strategies. |
| ■ |
Culture (25% weighting)
| ■ | Mr. Lowry is an effective communicator, publishing monthly department metrics, providing regular communications to articulate department priorities in alignment with the strategic vision of |
| ■ | |
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The Compensation Committee, with assistance from our Independent Consultant,its independent compensation consultant, periodically reviews the composition of our peer group to ensure that the groupit continues to serve as an appropriate market reference for executive compensation purposes. Recent industry consolidation necessitated a review and update to the JHG Peer Group during 2021. WhenIn reviewing the composition of our peer group, the Compensation Committee consideredconsiders various factors, including our revenue, and total AUM, and business model as compared to the revenue and total AUM of a select group of companies as well asin our relative performance against the JHG Peer Group (as may change from time to time).industry.
The Compensation Committee does not solely determine executive pay levels solely based on those of the JHG Peer Group. Instead,Group (the “JHG Peer Group,” as shown below). Rather, the Compensation Committee uses data from the JHG Peer Group as one of multiple reasonable reference points for consideration when determining NEO pay. The Compensation Committee believes that reference to the JHG Peer Group is useful to ensure that NEO variable compensation is competitive relative to compensation levels at other asset management firms with which we compete for executive talent.
Below is the compensation peer group that we used for 2023:
| JHG PEER GROUP | ||||
• abrdn Plc • Affiliated Managers Group, Inc. • AllianceBernstein Holding LP • Ameriprise Financial, Inc. • Artisan Partners Asset Management, Inc. • Cohen & Steers, Inc. | • Federated Hermes, Inc. • Franklin Resources, Inc. • Invesco Ltd. • Lazard Ltd. • M&G Plc | • Man Group Plc • Schroders Plc • T. Rowe Price Group, Inc. • Victory Capital Holdings, Inc. • Virtus Investment Partners, Inc. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 47 |
Below is the compensation peer group that we used for 2021 (the “
JHG PEER GROUP
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Role of the Independent Compensation Consultant
The Compensation Committee has the sole authority to retain and terminate any compensation consulting firm directly assisting it in the evaluation of director or executive compensation. The Compensation Committee also has the sole authority to approve fees and other retention terms for its consultant.
The Compensation Committee retains McLagan AONMeridian Compensation Partners (“Meridian”) as its Independent Consultantindependent compensation consultant to provide objective analyses of, and counsel on, our executive compensation program and practices.practices during the year. Throughout the year, the Independent Consultantindependent consultant is asked to review and comment objectively on management proposals and presentations to the Human Capital and Compensation Committee covering all elements of compensation paid to the NEOs, including an evaluation of the market competitiveness of our executive compensation packages, an assessment of pay in relation to performance, and input into CEO and other executive pay designs. The Independent Consultantindependent consultant also provides counsel on general market trends and technical developments, as well as input on the amount and structure of pay for the non-executive directors serving on our Board. The Independent Consultantindependent consultant is required, on an annual basis and upon the reasonable request of the Compensation Committee, to report to the Compensation Committee on any consulting services performed for management and their related fees. There were no such services provided to management during fiscal year 2021.2023.
The Compensation Committee recognizes that it is essential to receive objective advice from compensation consultants that are independent. The CompensationIn assessing Meridian’s independence, the Committee selects its compensation consultant only after taking into consideration allconsidered the independence factors relevant tofor compensations consultants listed in the consultant’s independence, including the following:NYSE listing requirements and determined that there were no conflicts of interest.
During fiscal year 2021, the Company paid the Independent Consultant $151,733 in consulting fees directly related to services performed for the Compensation Committee.
Shareholder Outreach
In addition to the compensation principles and practices described above, ourOur executive compensation and other governance matters are informed by shareholder feedback. We regularly engageIn 2023, 78.1% of our shareholders supported the Company’s advisory say-on-pay proposal. During 2023, we reached out to our top 15 shareholders, representing 71% of our shares outstanding in 2023, to discuss governance matters, including our executive compensation program, and we engaged with shareholders to understand their perspectives and,all those who expressed an interest in 2021,providing feedback. The feedback we received was generally supportive of the following feedback related todesign of the executive compensation:compensation program implemented last year.
On an annual basis, the Company undertakes an assessment of existing compensation programs and practices, to includeincluding the material terms of our compensation plans, design elements that could potentially encourage excessive risk-taking or are reasonably likely to have a material adverse impact on the Company, and any risk mitigation features in place. The Compensation Committee receives the results of this assessment for its review and consideration.
In 2021,2023, the Compensation Committee concluded that the Company’s compensation programs and practices discourage excessive risk-taking due to itsthe mix of fixed and variable compensation, use of deferred incentives (including both in the form of RSUs and fund unit awards)PSUs), and the Compensation Committee’s ability to claw back both deferred and previously paid awards.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 48 |
We are committed to ensuring that our executive compensation program and practices reflect principles of good governance as demonstrated by the following key aspects comprising our program and by those practices that we do not engage in.
| What We Do | What We Don’t Do | |||
  | Incorporate sound risk management and risk avoidance in our incentive plan design, including robust Board and management processes to identify and monitor risk |  | No change-in-control agreements or single-trigger vesting of award in connection with a change in control of the Company | |
| | No gross-ups for potential excise taxes | ||
| At least | | No dividends or dividend equivalents paid on unvested or unearned PSUs | |
| | No automatic acceleration of vesting on long-term incentive awards on termination of employment, except upon death | ||
| Robust stock ownership guidelines (10x base salary for CEO and 3x for other NEOs) | | No short selling, hedging, or pledging of JHG shares | |
| ||||
| Regularly review the governance of our programs and | | No special executive retirement pension benefits | |
| Active shareholder engagement program to seek and incorporate feedback | | No excessive perquisites | |
| Malus and clawback policies require us to recapture long-term incentive awards paid to an executive who engages in financial misconduct (including the misstatement of financial results) | |||
| No decisions made solely based on market data | |
 | | No |
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To ensure our NEOs and other executive officers make a meaningful investment in our common stock to more closely align their economic interests more closely with those of other shareholders, the Compensation Committee has set minimum stock ownership guidelines for non-executive directors and members of the Company’s Executive Committee. We believe this commitment to stock ownership will continue to play a significant role in driving our success and creating long-term value, and further alignsaligning our senior leaders’ interests with those of our shareholders. EachGuideline levels are phased-in over a period of our NEOs has satisfied the applicable stock ownership guidelines, which are set forth below.
Stock Ownership Guidelines
five years. Shares that count towards this ownership guideline include shares of our common stock owned directly, and common stock equivalents and JHG fund holdings. Unearned PSUs do not count towards the ownership guideline.(PSUs are excluded). The CEO, other NEOs, and other Executive Committee members must meet these requirements within five years of becoming subject to the ownership requirement. Executives subject to the foregoing guidelines are not permitted to sell shares of our common stock until they have met the applicable ownership guidelines. All our NEOs have satisfied the applicable stock ownership guidelines or are expected to meet the guideline by the conclusion of the five-year time period.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 49 |
Our Share Trading Policy prohibits our employees and directors from engaging in hedging designed to offset or reduce the risk of price fluctuations in our common stock or any other transactions that include the use of derivatives (including contracts for difference, spread betting, prepaid variable forward contracts, equity swaps, collars, or exchange funds) in relation to our common stock or similar transactions with respect to our common stock that would allow them to continue to own the securities without the full risks and rewards of ownership.
In addition, our Share Trading Policy prohibits our employees and directors from trading in options, warrants, puts, and calls, orand similar instruments linked to the value of our securities. Given the relatively short term of publicly traded options, transactions in options may create the appearance that hean employee or shedirector is trading based on material non-public information and focus attention on short-term performance at the expense of the Company’s long-term objectives.
Our Share Trading Policy also prohibits our directors and employees are also prohibited from engaging in short sales of our common stock. Short sales may reduce a seller’s incentive to seek to improve the Company’s performance and often have the potential to signal to the market that the seller lacks confidence in our prospects. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales of our common stock.
Because a margin sale or foreclosure sale could occur at a time when the holder is aware of material non-public information or otherwise is not permitted to trade in JHG common stock, our Share Trading Policy prohibits employees and directors from holding shares of our common stock in a margin account or otherwise pledging our stock as collateral for a loan.
Certain aspects of this policy do not apply to Trian our largest shareholder and an institutional investment manager of which Mr. Peltz is Chief Executive Officer and Mr. Garden is Chief Investment Officer,Fund Management, L.P. and its affiliates, including the funds and investment vehicles managed by Trian. Trian is our largest shareholder and an institutional investment manager with which two of our non-executive directors – Brian Baldwin and Josh Frank – are affiliated. Mr. Baldwin is Head of Research and a Partner of Trian and Mr. Frank is Co-Chief Investment Officer and a Partner of Trian. However, our Share Trading Policy applies to each of Mr. PeltzBaldwin and Mr. GardenFrank in his individual capacity.
The Company maintains a clawback policy applicable to long-term incentive awards, including equity-based compensation, granted to our NEOs on or after January 1, 2020, to the extent such individuals were NEOs at the time of grant. Upon a breach of the policy, the Compensation Committee (or the Board) may cause such awards to be forfeited or, in the case of previously settled or paid awards, recouped (i.e., clawed back).back. The policy applies under the following circumstances: (i) if the NEO is found to have engaged in certain types of material misconduct, (ii) in case of certain situations involving a material misrepresentation (regardless of whether the NEO'sNEO’s actions caused the misrepresentation) in relation to the financial performance of the Company, its subsidiaries, business units, funds or other investment vehicles managed by a member of the Company group, including upon a misstatement of financial results or other errors or discrepancies, or relating to the performance of the NEO, which formed the basis of certain incentive compensation determinations, (iii) upon significant changes in the overall financial situation of the Company group, and (iv) upon a material failure of risk management.
In addition, in 2023 the Company adopted an additional Clawback Policy for Executive Officers in order to comply with newly effective rules promulgated under the Dodd-Frank Act and NYSE listing standards. This policy applies to all incentive-based compensation (including cash bonus payments) received by our current and former Section 16 officers on or after October 2, 2023, the effective date specified in the NYSE listing standards. Under this policy, “incentive-based compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. In the event of an accounting restatement that impacts the financial reporting measures on which incentive-based compensation is calculated, this policy will require the clawback of the amount by which the compensation actually received exceeds the amount that otherwise would have been received based on the restated financial results.
Our CompensationThe Committee has reviewed and discussed with management thethis CD&A included in this proxy statement.with management. Based on this review and discussion, the Compensation Committee has recommended to the Board that thethis CD&A be included in this proxy statementthe Proxy Statement for the 2024 Annual Meeting and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021.2023.
Respectfully submitted by the Human Capital and Compensation Committee:
Lawrence KochardAlison Quirk (Chair)Richard GillingwaterGlenn Schafer
Eugene Flood Jr.
Josh Frank
Angela Seymour-Jackson
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 50 |
The following tableSummary Compensation Table below provides information regarding the compensation earned during the years ended December 31, 2019, 20202023, 2022, and 2021 byfor each of our Named Executive Officers.NEOs. The information presented below may be differentin this table differs from the compensation information presented in this proxy statement under the “2023 Compensation Discussion & Analysis above, as suchfor the CEO and Other NEOs” section describes compensation decisions made in respect of the 2021CD&A for the following reasons:
| ■ | The CD&A describes compensation decisions made with respect to the 2023 performance year, regardless of when such compensation was actually paid or granted. |
| ■ | By contrast and as required by SEC rules, the Summary Compensation Table reports LTI awards in the calendar year in which they were granted. Our annual LTI awards relating to each performance year are granted shortly after year-end. Therefore, in accordance with SEC rules: |
| ■ | LTI awards determined based on 2022 performance and granted in 2023 are included in 2023 compensation in the Summary Compensation Table below. | |
| ■ | LTI awards determined based on 2023 performance and granted in 2024 will be included in 2024 compensation in next year’s Summary Compensation Table. |
In accordance with SEC rules, compensation shown in the Summary Compensation Table below includes not only cash compensation awarded for services in the applicable year but, in the case of LTI awards granted in the years reported in the table, compensation awarded for performance in prior years and forward-looking performance-vested compensation.
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | ||||||||||||||||||||||||||||
| Richard Weil Chief Executive Officer | 2021 | 725,000 | 4,675,000 | 1,950,007 | 1,908,765 | 159,414 | 9,418,186 | |||||||||||||||||||||||||||||||||||
| 2020 | 725,000 | 3,900,000 | 1,856,267 | 1,231,497 | 1,265,303 | 8,978,067 | ||||||||||||||||||||||||||||||||||||
| 2019 | 725,000 | 3,712,500 | 1,982,521 | 505,667 | 1,865,361 | 8,791,049 | ||||||||||||||||||||||||||||||||||||
Ali Dibadj Chief Executive Officer
| 2023 | 725,000 | 3,082,500 | 5,950,035 | — | 355,563 | 10,113,098 | |||||||||||||||||||||||||||||||||||
| 2022 | 384,464 | 2,550,000 | 5,000,022 | — | 13,329 | 7,947,815 | ||||||||||||||||||||||||||||||||||||
| 2021 | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||||||||||||
| Roger Thompson Chief Financial Officer | 2021 | 494,856 | 1,513,965 | 514,591 | 620,102 | 57,970 | 3,201,484 | 2023 | 447,444 | 882,459 | 1,402,733 | 476,481 | 48,508 | 3,257,625 | ||||||||||||||||||||||||||||
| 2020 | 461,412 | 1,155,994 | 478,612 | 452,707 | 53,318 | 2,602,043 | 2022 | 442,764 | 941,119 | 2,336,443 | 597,917 | 47,092 | 4,365,335 | |||||||||||||||||||||||||||||
| 2019 | 459,396 | 966,368 | 469,255 | 339,686 | 54,224 | 2,288,929 | 2021 | 494,856 | 1,513,965 | 514,591 | 620,102 | 57,970 | 3,201,484 | |||||||||||||||||||||||||||||
| Suzanne Cain Global Head of Distribution | 2021 | 400,000 | 1,845,000 | 635,019 | 178,486 | 16,821 | 3,075,326 | |||||||||||||||||||||||||||||||||||
| 2020 | 400,000 | 1,480,000 | 835,026 | — | 15,604 | 2,730,630 | ||||||||||||||||||||||||||||||||||||
| 2019 | 247,223 | 1,280,000 | 1,394,895 | — | 63,354 | 2,985,472 | ||||||||||||||||||||||||||||||||||||
Michelle Rosenberg Chief Administrative Officer & General Counsel | 2023 | 350,000 | 680,000 | 1,020,055 | 272,180 | 39,056 | 2,361,291 | |||||||||||||||||||||||||||||||||||
| 2022 | 350,000 | 680,000 | 1,359,994 | 209,568 | 38,697 | 2,638,259 | ||||||||||||||||||||||||||||||||||||
| 2021 | 350,000 | 930,000 | 485,035 | 117,511 | 40,525 | 1,923,071 | ||||||||||||||||||||||||||||||||||||
| Georgina Fogo Chief Risk Officer | 2021 | 412,380 | 998,490 | 555,399 | 237,285 | 50,039 | 2,253,593 | 2023 | 372,870 | 522,018 | 871,110 | 308,802 | 39,093 | 2,113,893 | ||||||||||||||||||||||||||||
| 2020 | 384,510 | 771,483 | 266,841 | 88,325 | 45,143 | 1,556,302 | 2022 | 368,970 | 584,448 | 1,484,795 | 322,894 | 43,015 | 2,804,122 | |||||||||||||||||||||||||||||
| 2019 | 319,025 | 743,050 | 531,423 | 41,888 | 38,664 | 1,674,050 | ||||||||||||||||||||||||||||||||||||
| Michelle Rosenberg General Counsel & Company Secretary | 2021 | 350,000 | 930,000 | 485,035 | 117,511 | 40,525 | 1,923,071 | |||||||||||||||||||||||||||||||||||
| 2020 | 350,000 | 680,000 | 197,502 | 28,927 | 40,156 | 1,296,585 | ||||||||||||||||||||||||||||||||||||
| 2019 | 330,000 | 605,000 | 243,863 | — | 32,776 | 1,211,639 | ||||||||||||||||||||||||||||||||||||
Georgina Fogo Chief Risk Officer | 2021 | 412,380 | 998,490 | 555,399 | 237,285 | 50,039 | 2,253,593 | |||||||||||||||||||||||||||||||||||
| 2023 | 348,012 | 482,245 | 769,966 | 40,084 | 74,412 | 1,714,719 | ||||||||||||||||||||||||||||||||||||
| 2022 | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||||||||||||
James R. Lowry Global Chief Operating Officer | 2021 | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||||||||||
| (1) | Compensation for |
| (2) | Amounts in this column represent the portion of the annual performance-year bonus paid in cash for the respective fiscal year, as reported in the CEO and other NEO performance descriptions in the |
| (3) | In accordance with SEC rules, the amounts in this column for |
| (4) | In accordance with SEC rules, the amounts in this column for |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 51 |
| (5) | The table below details the amounts included in the “All Other Compensation” column for 2023. |
| Contributions to Retirement and 401(k) Plans(a) | Insurance Premiums | 401(k) ESOP Dividends | Relocation & Other (b) | Total | |||||||||||||||||
| Richard Weil | $ | 14,500 | $ | 26,196 | $ | 845 | $ | 117,873 | $ | 159,414 | |||||||||||
| Roger Thompson | $ | 44,537 | $ | 5,737 | $ | — | $ | 7,696 | $ | 57,970 | |||||||||||
| Suzanne Cain | $ | 14,500 | $ | 2,321 | $ | — | $ | — | $ | 16,821 | |||||||||||
| Georgina Fogo | $ | 43,300 | $ | 5,106 | $ | — | $ | 1,633 | $ | 50,039 | |||||||||||
| Michelle Rosenberg | $ | 14,500 | $ | 24,515 | $ | 156 | $ | 1,354 | $ | 40,525 | |||||||||||
| Contributions to Retirement and 401(k) Plans(a) | Insurance Premiums | 401(k) ESOP Dividends | Relocation & Other(b) | Total | ||||||||||||||||
| Ali Dibadj | 16,500 | 23,505 | — | 315,558 | 355,563 | |||||||||||||||
| Roger Thompson | 40,270 | 6,560 | — | 1,678 | 48,508 | |||||||||||||||
| Michelle Rosenberg | 16,500 | 22,376 | 180 | — | 39,056 | |||||||||||||||
| Georgina Fogo | 33,558 | 5,286 | — | 249 | 39,093 | |||||||||||||||
| James R. Lowry | 36,541 | 36,571 | — | 1,300 | 74,412 | |||||||||||||||
| (a) | Amounts of contributions paid by the Company vary by jurisdiction. In the |
| (b) | Amounts in this column represent, where applicable, |
The table below shows the non-equity incentive and equity award opportunities granted to our Named Executive OfficersNEOs in 2021.2023. These awards were based on 20202022 performance and funded from the 20202022 total incentive pool.
| Estimated Future Payouts Under Non- Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Estimated Future Payouts Under Non- Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | Threshold | Target | Maximum | Target | Maximum | or Units | Awards | ||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($) | Target (#) | Maximum (#) | Grant Date | ($) | ($) | ($) | (#) | (#) | (#)(2) | ($)(3) | ||||||||||||||||||||||||||||||||||||||||
| Richard Weil | 02/26/2021 | 1,950,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ali Dibadj | 2/28/2023 | — | — | 65,052 | 1,785,027 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 02/26/2021 | 77,228 | 154,456 | 1,950,007 | (4) | 2/28/2023 | 151,786 | 303,572 | — | 4,165,008 | |||||||||||||||||||||||||||||||||||||||||||||
| Roger Thompson | 02/26/2021 | 514,600 | 2/28/2023 | — | — | 25,560 | 701,366 | |||||||||||||||||||||||||||||||||||||||||||||||
| 02/26/2021 | 17,515 | 514,591 | 2/28/2023 | 25,560 | 51,120 | — | 701,366 | |||||||||||||||||||||||||||||||||||||||||||||||
| Suzanne Cain | 02/26/2021 | 635,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Michelle Rosenberg | 2/28/2023 | — | — | 18,587 | 510,027 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 02/26/2021 | 21,614 | 635,019 | 2/28/2023 | 18,587 | 37,174 | — | 510,027 | |||||||||||||||||||||||||||||||||||||||||||||||
| Georgina Fogo | 02/26/2021 | 305,400 | 2/28/2023 | — | — | 31,746 | 871,110 | |||||||||||||||||||||||||||||||||||||||||||||||
| James R. Lowry | 2/28/2023 | 14,030 | 384,983 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 02/26/2021 | 10,395 | 305,405 | 2/28/2023 | 14,030 | 28,060 | — | 384,983 | |||||||||||||||||||||||||||||||||||||||||||||||
| 02/26/2021 | 8,509 | (5) | 249,994 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Michelle Rosenberg | 02/26/2021 | 235,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 02/26/2021 | 7,999 | 235,011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 02/26/2021 | 8,510 | (5) | 250,024 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) |
| (2) | Represents the number of RSUs granted in |
| (3) | The assumptions used in determining grant date fair value are the same as those set forth in footnote 3 to the |
| JANUS HENDERSON GROUP PLC | 2024 Proxy Statement | 52 |
The following table contains information regarding outstanding equity awards held by our NEOs as of December 31, 2023.
| Stock Awards | ||||||||||||||||
| Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | ||||||||||||
| Ali Dibadj | 205,103 | (4) | 6,183,855 | 151,786 | 4,576,348 | |||||||||||
| Roger Thompson | 94,557 | (5) | 2,850,894 | 25,560 | 770,634 | |||||||||||
| Michelle Rosenberg | 60,999 | (6) | 1,839,120 | 18,587 | 560,398 | |||||||||||
| Georgina Fogo | 78,429 | (7) | 2,364,634 | — | — | |||||||||||
| James R. Lowry | 33,583 | (8) | 1,012,527 | 14,030 | 423,005 | |||||||||||
| (1) | The |
| (2) | PSUs |
| (3) | The amount reflects the number of PSUs payable based on |
| (4) | ||
| (5) | Includes the following unvested RSU awards: a RSU award of 5,955 granted on February 26, 2021, a RSU award of 12,642 granted on February 28, 2022, and a RSU award of 25,560 granted on February 28, 2023, each RSU award subject to vest ratably over the three-year period after the grant date, generally subject to continued service. Also includes a one-time transition award of 50,400 granted on February 28, 2022, subject to vest on the second anniversary of the grant date, generally subject to continued service. | |
| (6) | Includes the following unvested RSU awards: a RSU award of 2,720, plus an additional discretionary award of 2,894, each granted on February 26, 2021, a RSU award of 7,151 granted on February 28, 2022, and a RSU award of 18,587 granted on February 28, 2023, each RSU award subject to vest ratably over the three-year period after the grant date, generally subject to continued service. Also includes a one-time transition award of 29,647 granted on February 28, 2022, subject to vest on the second anniversary of the grant date, generally subject to continued service. | |
| (7) | Includes the following unvested RSU awards: a RSU award of 3,535, plus an additional discretionary award of 2,893, each granted on February 26, 2021, a RSU award of 7,644 granted on February 28, 2022, and a RSU award of 31,746 granted on February 28, 2023, each RSU award subject to vest ratably over the three-year period after the grant date, generally subject to continued service. Also includes a one-time transition award of 32,611 granted on February 28, 2022, subject to vest on the second anniversary of the grant date, generally subject to continued service. | |
| (8) | Includes the following unvested RSU awards: a new hire RSU award of 2,196 granted on October 29, 2021, a RSU award of 2,534 granted on February 28, 2022, and a RSU award of 14,030 granted on February 28, 2023, each RSU award subject to vest ratably over the three-year period after the grant date, generally subject to continued service. Also includes a one-time transition award of 14,823 granted on February 28, 2022, subject to vest on the second anniversary of the grant date, generally subject to continued service. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
The following table contains information regarding outstanding equity awards held by the Named Executive Officers as of December 31, 2021.
| Stock Awards | ||||||||||||||||||
| Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||
| Richard Weil | 299,956 | (1) | 12,580,155 | |||||||||||||||
| Roger Thompson | 39,154 | (2) | 1,642,119 | |||||||||||||||
| Suzanne Cain | 76,741 | (3) | 3,218,518 | |||||||||||||||
| Georgina Fogo | 56,019 | (4) | 2,349,437 | |||||||||||||||
| Michelle Rosenberg | 27,310 | (5) | 1,145,381 | |||||||||||||||
The following table reflects vesting of stock awards held by our Named Executive OfficersNEOs during fiscal year 2021.2023.
| Option Awards | Stock Awards | Stock Awards | ||||||||||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||||
| Richard Weil | 38,165 | 1,140,750 | ||||||||||||||||||||||
| Ali Dibadj | 68,980 | 1,903,158 | ||||||||||||||||||||||
| Roger Thompson | 26,370 | 868,748 | 19,655 | 538,277 | ||||||||||||||||||||
| Suzanne Cain | 40,857 | 1,263,382 | ||||||||||||||||||||||
| Michelle Rosenberg | 12,190 | 332,178 | ||||||||||||||||||||||
| Georgina Fogo | 39,703 | 1,298,490 | 24,969 | 683,375 | ||||||||||||||||||||
| Michelle Rosenberg | 11,395 | 369,420 | ||||||||||||||||||||||
| James R. Lowry | 3,444 | 87,768 | ||||||||||||||||||||||
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
WeIn connection with his appointment, Mr. Dibadj and the Company entered into a service agreement with Mr. Weil effective August 1, 2018, at the time of his appointment as our sole CEO, which superseded the change-in-control agreement to which Mr. Weil was previously subject. The service agreement provides for 12 months’ notice or certain payments in lieu of 12 months’ notice upon termination and other benefits. In connection with Mr. Weil’s announced retirement from the role of Chief Executive Officer effectiveSeverance Rights Agreement, dated March 31,23, 2022 Janus Capital Management LLC entered into a settlement agreement with Mr. Weil on November 18, 2021,(the “Severance Rights Agreement”), which provides that upon a termination of his employment by the Company without Cause or by Mr. Dibadj for Good Reason, in either case, prior to March 23, 2025, Mr. Dibadj will receive a lump sum amount equal to three times his annual total cash compensation, plus any previously unpaid portion of his variable cash compensation from a prior completed fiscal year, plus a prorated annual cash bonus at the period commencing on March 31, 2022,target level of performance. In addition, the Company will provide Mr. Dibadj with 18 months of continued health and ending on June 30, 2022,welfare coverage. The Severance Rights Agreement further provides that any unvested time- or performance-based restricted stock units held by Mr. WeilDibadj will remain an employee of the Companyoutstanding and serve as non-executive special advisor to the Company assisting in the transition of the chief executive officer duties. During this period, Mr. Weil will continue to receive his base salary and be eligible for employee benefits as well as a pro-rata bonus for the first quarter of 2022. Subjectvest in accordance with their terms. The foregoing severance entitlements are subject to the execution of a general release of claims and adhering to certain limitations on the typesin favor of services that Mr. Weil may provide during the one-year period following his termination date, Mr. Weil will be entitled to continued vesting of any PSUs, RSUs and fund unit awards held by him under the Company’s variable compensation program. The Compensation Committee has determined that Mr. Weil is entitled to such treatment under the existing terms of such awards applicable to terminations other than for cause. The settlement agreement includes covenants not to solicit, not to disparage, to maintain confidentiality and to cooperate with the Company and its affiliates.continued compliance with post-termination restrictive covenants, including 12 months’ non-competition and non-solicitation of clients, employees, and contractors.
In addition to the arrangements with Mr. Weil,Dibadj, we remain party to a service agreement with Mr. Thompson that was entered into prior to the Merger,merger of Janus Capital Group Inc. and Henderson Group plc in 2017, and we entered into a service agreement with Ms. Fogo on March 15, 2018, at the time of hire. These agreements also include provisionsMr. Thompson’s service agreement provides for 12his employment to continue until terminated by Mr. Thompson on six months’ notice or certain payments in lieu ofby the Company on 12 months’ notice. Ms. Fogo’s service agreement provides for her employment to continue until terminated by either party with six months’ notice. In each case, during the notice upon terminationperiod, the Company may place Mr. Thompson and otherMs. Fogo on garden leave for up to six months with full salary and benefits.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 55 |
The tables below describe the potential termination payments for theour currently employed NEOs under various termination of employment scenarios. Post-termination compensation and benefits paid to our NEOs are typically addressed by the plan or award agreement relating to each element of compensation. For purposes of estimating the compensation and benefits that would apply to our NEOs, other than Mr. Weil, these amounts have been calculated as if each NEO’s employment had been terminated as of December 31, 2021,2023, using the closing value of our common stock on December 31, 202129, 2023 ($41.94 per share). For purposes of estimating the compensation and benefits that would apply to Mr. Weil, these amounts have been calculated based on the terms and conditions set forth in his settlement agreement (described above), using the closing value of our common stock on December 31, 2021 ($41.94 30.15 per share).
The numbers disclosed in the tables are calculated in USD and are subject to other estimates and assumptions, therefore, the actual amounts the NEO may receive may differ materially from those shown in these tables. Additional information on the calculations for any payments are outlined in the footnotes of each table.
Upon a voluntary resignation (not constituting a retirement), no NEO is entitled to any compensation or benefit the NEO will forfeitand any unvested LTI awards, including fund unit awards and stock options under the Sharesave program (a UK tax approved plan), will have three months following termination to exercise any vested stock options.forfeit.
Upon an involuntary termination of employment without cause, unvested LTI awards, including fund unit awards, held by our NEOsthe CEO will remain outstanding and continuebe entitled to vestseverance in accordance with their terms , provided that the level of achievement of the performance criteria applicable to the PSUs held by Mr. Weil is measured as of the last trading date prior to the termination of employment (determined using the average closing stock price for the shares of the Company’s common stock for the 90-day trading period immediately preceding the termination of employment).his Severance Rights Agreement. Payments would include:
| ■ | Any unpaid portion of variable cash compensation from a completed fiscal year, |
| ■ | A cash payment equal to the determined cash bonus for the year of termination, prorated through the date of termination, |
| ■ | Any unvested LTI awards, including PSUs, would continue to vest subject to achievement of performance criteria, and |
| ■ | A cash payment equal to the value of continued benefits for a period of 18 months following date of termination. |
Except with respect to Mr. Weil, Mr. Thompson and Ms. Fogo as described above,Dibadj, our NEOs will not be entitled to severance in the event of an involuntary termination of employment that is not the result of a role elimination. In the unlikely event that the Company were to eliminate the role of aan NEO, he or she would be entitled to the severance benefits in place at the time of the role elimination, and consistent with the severance benefits offered to all other employees in the event of a role elimination. If the termination had occurred on December 31, 2021,2023, severance payments would include:
| ■ | A cash payment equal to a number of months of base salary (determined by tenure), and subject to a minimum of three and a maximum of 12 |
| ■ | A payment in lieu of notice, if applicable, as described in the service agreements with certain |
| ■ | A pro-rata portion of total variable compensation based on the previous year’s actual variable compensation (assuming termination after July 1) |
| ■ | Any unvested LTI awards including fund unit awards would continue to vest, and he or she will have |
| ■ | Where applicable, a cash payment equal to the value of continued benefits (determined by tenure), and subject to a minimum of three and a maximum of 12 months. |
| Elimination of Position | R. Thompson | S. Cain | G. Fogo | M. Rosenberg | A. Dibadj | R. Thompson | M. Rosenberg | G. Fogo | J. Lowry | |||||||||||||||||||
| Severance Payment ($)(1) | 3,168,453 | 3,686,111 | 1,907,257 | 2,000,000 | 12,375,000 | 2,597,661 | 2,050,000 | 1,475,944 | 1,270,865 | |||||||||||||||||||
| Payment in Lieu of Notice ($)(2) | 494,856 | — | 412,380 | — | — | 447,444 | — | 186,435 | 174,006 | |||||||||||||||||||
| Long-term Incentive Vesting ($)(3) | 2,843,266 | 3,023,346 | 3,070,386 | 1,418,012 | 10,760,203 | 4,198,629 | 2,729,852 | 2,721,169 | 1,528,069 | |||||||||||||||||||
| Benefits ($)(4) | — | 580 | — | 24,514 | 35,257 | — | 22,376 | — | — | |||||||||||||||||||
| TOTAL ($) | 6,506,575 | 6,710,037 | 5,390,023 | 3,442,526 | 23,170,460 | 7,243,734 | 4,802,228 | 4,383,548 | 2,972,940 | |||||||||||||||||||
| (1) |
| (2) |
| (3) | Long-term incentive award vesting reflects |
| (4) | Benefits include medical, dental and vision premiums typically paid on behalf of active employees. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 56 |
If a NEO’s employment is terminated due to death or disability, unvested LTI awards including fund unit awards (other than Mr. Weil’s PSU Awards) will vest. Mr. Weil’s unvested PSU Awards would vest in the same manner as described above for an involuntary termination without cause.
If a NEO meets the age and service requirements of retirement or qualifies for retirement following an assessment of the Company’s retirement criteria, his or her unvested LTI awards shall continue to vest subject to certification of the terms of the award agreements. Unvested LTI awards granted for retention purposes forfeit upon retirement.
| Death or Disability | R. Thompson | S. Cain | G. Fogo | M. Rosenberg | A. Dibadj | R. Thompson | M. Rosenberg | G. Fogo | J. Lowry | |||||||||||||||||||
| Bonus Payment ($)(1) | 2,817,930 | 3,600,000 | 1,786,980 | 1,650,000 | 10,275,000 | 2,206,148 | 1,700,000 | 1,305,045 | 1,205,613 | |||||||||||||||||||
| Payment in Lieu of Notice ($)(2) | 494,856 | — | 412,380 | — | — | 447,444 | — | 186,435 | 174,006 | |||||||||||||||||||
| Long-term Incentive Vesting ($)(3) | 2,843,266 | 4,210,500 | 3,070,386 | 1,637,524 | 10,760,203 | 4,198,629 | 2,729,852 | 2,721,169 | 1,528,069 | |||||||||||||||||||
| Benefits ($) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||
| TOTAL ($) | 6,156,052 | 7,810,500 | 5,269,746 | 3,287,524 | 21,035,203 | 6,852,221 | 4,429,852 | 4,212,649 | 2,907,688 | |||||||||||||||||||
| (1) | Includes a pro-rata portion of total variable compensation assuming a December 31, |
| (2) |
| (3) | Long-term incentive award vesting reflects acceleration of RSUs, PSUs, and fund unit awards (as applicable to each participant). |
| Retirement | Weil | R. Thompson | S. Cain | G. Fogo | M. Rosenberg | A. Dibadj | R. Thompson | M. Rosenberg | G. Fogo | J. Lowry | ||||||||||||||||||||
| Bonus Payment ($)(1) | 9,350,000 | 2,817,930 | 3,600,000 | 1,786,980 | 1,650,000 | 10,275,000 | 2,206,148 | 1,700,000 | 1,305,045 | 1,205,613 | ||||||||||||||||||||
| Payment in Lieu of Notice ($) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||
| Long-term Incentive Vesting ($)(2) | 12,580,155 | 2,843,266 | 2,619,212 | 3,070,386 | 1,280,615 | 6,537,666 | 2,679,069 | 1,835,995 | 1,737,948 | 1,014,946 | ||||||||||||||||||||
| Benefits ($) | 6,549 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||
| TOTAL ($) | 21,936,704 | 5,661,196 | 6,219,212 | 4,857,366 | 2,930,615 | 16,812,666 | 4,885,217 | 3,535,995 | 3,042,993 | 2,220,559 | ||||||||||||||||||||
| (1) | Includes the full |
| (2) | Long-term incentive award vesting reflects continued vesting of RSUs, PSUs, and fund unit awards, |
The Company is not party to any individual change-in-control agreements with any of the NEOs. In addition, beginning with LTI incentive grants made in 2020, LTI incentive awards including fund unit awards do not contain change-in-control provisions.
The Pay Versus Performance Table below discloses the relationship between the compensation actually paid (“CAP”) to the executive officers and the Company’s financial performance during the years ended December 31, 2020, 2021, 2022, and 2023. The compensation information presented in this table is different from compensation information presented in the CD&A and in the Summary Compensation Table above. The differences can largely be attributed to variation in the treatment of stock awards in each of these tables as described in greater detail below.
| ■ | The compensation presented in the “2023 Compensation for the CEO and Other NEOs” section of the CD&A illustrates compensation paid or granted to NEOs based on their performance during the 2023 performance period as determined by the scorecard approach. The stock awards shown as “JHG RSUs” and “JHG PSUs” in these tables include the portions of 2023 total variable compensation that will be deferred into JHG RSUs and JHG PSUs when they are granted in February 2024. |
| ■ | In accordance with SEC rules, the Stock Awards column in the Summary Compensation Table includes the aggregate grant date fair values of the RSUs and PSUs granted during 2023, even though the number of RSUs and PSUs granted was determined based on the 2022 performance of the executive officers. |
| ■ | The Pay Versus Performance Table below differs from both the information presented in the CD&A and in the Summary Compensation Table, because it calculates actual compensation based on different methodologies, including the value of outstanding unvested stock awards as of December 31, 2023. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 57 |
| Average SCT | Average Compensation | Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||||||||||||||
| Year | Summary Compensation Table Total for Ali Dibadj ($) | Summary Compensation Table Total for Richard Weil ($) | Compensation Actually Paid to Ali Dibadj ($)(1) | Compensation Actually Paid to Richard Weil ($)(1) | Total for Non-PEO Named Executive Officers ($) | Actually Paid to Non-PEO Named Executive Officers ($)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | Net Income (millions) ($) | Adjusted Operating Margin (%)(4)(5) | ||||||||||||||||||||||||||||||
| 2023 | 10,113,098 | — | 12,258,411 | — | 2,361,882 | 2,925,173 | 153.98 | 168.44 | 393.0 | 30.9 | ||||||||||||||||||||||||||||||
| 2022 | 7,947,815 | 4,515,893 | 8,027,246 | (2,057,211 | ) | 3,259,428 | 2,559,255 | 113.22 | 128.15 | 372.4 | 33.8 | |||||||||||||||||||||||||||||
| 2021 | — | 9,317,046 | — | 15,802,892 | 2,613,369 | 3,185,241 | 190.36 | 171.06 | 620.0 | 43.4 | ||||||||||||||||||||||||||||||
| 2020 | — | 8,388,794 | — | 12,221,851 | 2,046,390 | 2,565,353 | 141.94 | 115.88 | 130.3 | 38.1 | ||||||||||||||||||||||||||||||
| (1) | The amounts in the following table represent each of the amounts deducted and added to the equity award values for our Principal Executive Officer (“PEO”), which in our case is the CEO, for the applicable year for purposes of computing the CAP amounts appearing in these columns of the Pay Versus Performance Table: |
| (2) | The amounts in the following table represent each of the amounts deducted and added to the equity award values for the non-PEO NEOs for the applicable year for purposes of computing the CAP amounts appearing in the Pay Versus Performance Table: |
| (3) | The companies included in the peer group TSR calculations are the publicly traded companies included in the S&P US BMI Asset Management & Custody Banks Index used by the Company for purposes of disclosing our cumulative TSR in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The S&P US BMI Asset Management & Custody Banks Index is a market-value weighted index of 40 asset management companies. |
| (4) | In addition to financial results reported in accordance with GAAP, we report certain financial measures on a non-GAAP basis. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may differ from the non-GAAP financial measures used by other companies. For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures”. |
| (5) | Adjusted operating margin is adjusted operating income divided by adjusted revenue for 2023. This measure has been designated as the “Company-Selected Measure” for 2023, in accordance with SEC rules, and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to our NEOs in 2023. |
| (1) | The amounts in the following table represent each of the amounts deducted and added to the equity award values for our Principal Executive Officer (“PEO”), which in our case is the CEO, for the applicable year for purposes of computing the CAP amounts appearing in these columns of the Pay Versus Performance Table: |
| Year | PEO Name | Grant Date Fair Value of Equity Awards Granted During Applicable Year ($)(i) | Year-End Fair Value of Equity Awards Granted During Applicable Year ($) | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End ($) | Fair Value of Awards Granted and Vested in the Applicable Year ($) | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | Dollar Value of Any Dividends or Other Earnings Paid on Stock Awards Prior to the Vesting Date ($)(ii) | Total Equity Value Adjustments Reflected in Compensation Actually Paid ($)(iii) | ||||||||||||||||||||||
| 2023 | Ali Dibadj | (5,950,035 | ) | 6,537,666 | 928,538 | — | 280,749 | 348,395 | 2,145,313 | |||||||||||||||||||||
| 2022 | Ali Dibadj | (5,000,022 | ) | 4,916,409 | — | — | — | 163,044 | 79,431 | |||||||||||||||||||||
| 2022 | Richard Weil | (1,000,027 | ) | 697,321 | (2,409,840 | ) | — | (3,895,246 | ) | 34,688 | (6,573,104 | ) | ||||||||||||||||||
| 2021 | Richard Weil | (1,950,007 | ) | 3,607,008 | 4,928,291 | — | (101,092 | ) | 1,646 | 6,485,846 | ||||||||||||||||||||
| 2020 | Richard Weil | (1,856,267 | ) | 3,151,292 | 2,504,043 | — | 3,233 | 30,756 | 3,833,057 | |||||||||||||||||||||
| (i) | Represents the deduction of amounts reported in the Stock Awards column of the Summary Compensation Table. | |
| (ii) | Represents dividends paid or accrued on stock awards for the applicable year, prior to the vesting date(s) that are not otherwise reflected in the CAP to the applicable PEO. | |
| (iii) | Represents the total adjustments to the Summary Compensation Table in respect of equity awards for the applicable year, as reflected in CAP. |
| (2) | The amounts in the following table represent each of the amounts deducted and added to the equity award values for the non-PEO NEOs for the applicable year for purposes of computing the CAP amounts appearing in the Pay Versus Performance Table: |
| Year | NEO Names | Grant Date Fair Value of Equity Awards Granted During Applicable Year ($) | Year-End Fair Value of Equity Awards Granted During Applicable Year ($) | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End ($) | Fair Value of Awards Granted and Vested in the Applicable Year ($) | Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) | Dollar Value of Any Dividends or Other Earnings Paid on Stock Awards Prior to the Vesting Date ($)(i) | Total Equity Value Adjustments Reflected in Compensation Actually Paid ($)(ii) | ||||||||||||||||||||||
| 2023(iii) | 2023 AVERAGE | (1,015,966 | ) | 1,116,304 | 294,447 | — | 56,082 | 112,424 | 563,291 | |||||||||||||||||||||
| 2022(iv)(v) | 2022 AVERAGE | (1,875,254 | ) | 1,320,305 | (377,728 | ) | 474,002 | (340,406 | ) | 98,908 | (700,173 | ) | ||||||||||||||||||
| 2021(vi) | 2021 AVERAGE | (547,511 | ) | 781,573 | 284,199 | — | (11,677 | ) | 65,288 | 571,872 | ||||||||||||||||||||
| 2020(vii) | 2020 AVERAGE | (444,495 | ) | 692,739 | 249,241 | — | (32,744 | ) | 54,222 | 518,963 | ||||||||||||||||||||
| (i) | Represents dividends paid or accrued on stock awards for the applicable year, prior to the vesting date(s) that are not otherwise reflected in the CAP to the non-PEO NEOs. | |
| (ii) | Represents the total adjustments to the Average Summary Compensation Table Total in respect of equity awards for the applicable year, as reflected in CAP. | |
| (iii) | 2023 NEOs include: Messrs. Thompson and Lowry and Mses. Fogo and Rosenberg. | |
| (iv) | 2022 NEOs include: Mr. Thompson, Mses. Cain, Fogo, Rosenberg, and Krueger. Mr. Thompson served as our Interim Chief Executive Officer from April 1, 2022, until Mr. Dibadj’s appointment on June 21, 2022. In connection with Mr. Thompson’s interim role, he continued to receive the same salary he received in 2022 for his role as Chief Financial Officer. Accordingly, Mr. Thompson’s 2022 compensation has been included in the average compensation column for our non-PEO NEOs. | |
| (v) | In 2021, the Compensation Committee considered the uncertainty caused by the former CEO’s retirement, combined with an increase in shareholder activism, and decided to grant one-time Transition Awards to each of the NEOs to reinforce leadership stability. Such awards were granted in February 2022 after the end of the 2021 performance year. An unintended consequence of this timing is that the Transition Awards are included in 2022 compensation, which could be interpreted to suggest that our NEOs received compensation increases for disappointing performance in 2022 rather than the performance year in which the value was determined. | |
| (vi) | 2021 NEOs include: Mr. Thompson, Mses. Cain, Fogo, and Rosenberg. | |
| (vii) | 2020 NEOs include: Mr. Thompson, Mses. Cain, Fogo, and Rosenberg. |
| (i) | Represents dividends paid or accrued on stock awards for the applicable year, prior to the vesting date(s) that are not otherwise reflected in the CAP to the non-PEO NEOs. | |
| (ii) | Represents the total adjustments to the Average Summary Compensation Table Total in respect of equity awards for the applicable year, as reflected in CAP. |
| (iii) | 2023 NEOs include: Messrs. Thompson and Lowry and Mses. Fogo and Rosenberg. | |
| (iv) | 2022 NEOs include: Mr. Thompson, Mses. Cain, Fogo, Rosenberg, and Krueger. Mr. Thompson served as our Interim Chief Executive Officer from April 1, 2022, until Mr. Dibadj’s appointment on June 21, 2022. In connection with Mr. Thompson’s interim role, he continued to receive the same salary he received in 2022 for his role as Chief Financial Officer. Accordingly, Mr. Thompson’s 2022 compensation has been included in the average compensation column for our non-PEO NEOs. |
| (v) | In 2021, the Compensation Committee considered the uncertainty caused by the former CEO’s retirement, combined with an increase in shareholder activism, and decided to grant one-time Transition Awards to each of the NEOs to reinforce leadership stability. Such awards were granted in February 2022 after the end of the 2021 performance year. An unintended consequence of this timing is that the Transition Awards are included in 2022 compensation, which could be interpreted to suggest that our NEOs received compensation increases for disappointing performance in 2022 rather than the performance year in which the value was determined. |
| (vi) | 2021 NEOs include: Mr. Thompson, Mses. Cain, Fogo, and Rosenberg. | |
| (vii) | 2020 NEOs include: Mr. Thompson, Mses. Cain, Fogo, and Rosenberg. |
| (3) | The companies included in the peer group TSR calculations are the publicly traded companies included in the S&P US BMI Asset Management & Custody Banks Index used by the Company for purposes of disclosing our cumulative TSR in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The S&P US BMI Asset Management & Custody Banks Index is a market-value weighted index of 40 asset management companies. |
| (4) | In addition to financial results reported in accordance with GAAP, we report certain financial measures on a non-GAAP basis. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may differ from the non-GAAP financial measures used by other companies. For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures”. |
| (5) | Adjusted operating margin is adjusted operating income divided by adjusted revenue for 2023. This measure has been designated as the “Company-Selected Measure” for 2023, in accordance with SEC rules, and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to our NEOs in 2023. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 58 |
Using the values reflected in the Pay Versus Performance table, below are graphical representations of the relationship, for the last four fiscal years:
| ■ | between the CAP to the PEO and each of the Company’s (x) TSR, (y) net income and (z) the “Company-Selected Measure”; |
| ■ | between the average CAP to the other NEOs and each of the Company’s (x) TSR, (y) net income and (z) the “Company-Selected Measure”; and |
| ■ | between the Company’s TSR and the TSR of the peer group for which disclosure is included in the Pay versus Performance table. |
| Note: | The SEC requires companies to compare CAP to our NEOs (including the PEO) and net income, however, we do not rely on net income in the determination of NEO compensation. |
| (1) | The “CAP to PEO” amounts for 2023 and 2022 represent compensation paid to Ali Dibadj. “CAP to PEO” amounts for 2021 and 2020 represent compensation paid to Richard Weil. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 59 |
The four items below represent the most important performance measures we used to determine CAP to our NEOs in 2023, as described in the “Compensation Discussion and Analysis” section titled “2023 Compensation for the CEO and Other NEOs”.
| Most Important Performance Measures |
| Adjusted Operating Margin |
| Annual Net New Revenue |
| Total Shareholder Return |
| % Assets Outperforming Benchmarks |
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K of the Exchange Act, we are providing the following information about the relationship of the annual total compensation of Mr. Richard Weil,Ali Dibadj, our CEO, and our employees (other than our CEO):.
For 2021, the2023, our median employee was identified by calculating 20212023 compensation for all employees, excluding our CEO, who were employed on December 31, 2021.2023. All active employees were included, whether employed on a full-time or part-time basis. 20212023 total compensation included base salary plus variable compensation (including sales commissions if applicable) before deferral.deferrals. Variable compensation was annualized for employees who were hired after the start of the 20212023 fiscal year. Compensation to our non-U.S.non-US employees was converted to U.S.US dollars based on the average monthly exchange rates for the 20212023 fiscal year.
Upon identifying the median employee, total compensation was calculated for this individual using the same methodology as used for the CEO (and other NEOs) in the 2021 Summary Compensation Table. Accordingly, our median employee’s 20212023 annual total compensation was $161,199.$150,994. In 2021,2023, Mr. WeilDibadj had an annual total compensation of $9,418,186$10,113,098, as reflected in the Summary Compensation Table.
As a result for 2021,2023, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee (other than our CEO) was 5867 to 1.
None of our executive officers currently serves as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of our Board or our Human Capital and Compensation Committee. None of the individuals who served on our Human Capital and Compensation Committee during 2021,2023, and none of our current Human Capital and Compensation Committee members, are current or former officers or employees of the Company. Additionally, none of the individuals who currently serve as members of our Human Capital and Compensation Committee or who served as members of our Human Capital and Compensation Committee during 20212023 has had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 60 |
The following table presents information, determined as of December 31, 2021,2023, about outstanding awards and shares remaining available for issuance under our equity-based LTI plans:
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(#) | Weighted-average exercise price of outstanding options, warrants and rights ($)(b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(#) | 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 shareholders | 658,283 | (1) | $19.49 | (2) | 4,852,412 | (3) | 557,563 | (1) | 23.14 | (2) | 9,330,267 | (3) | ||||||||||||
| Equity compensation plans not approved by shareholders | 160,402 | (4) | — | 432,497 | (4) | |||||||||||||||||||
| TOTAL | 818,685 | — | 5,284,909 | 557,563 | — | 9,330,267 | ||||||||||||||||||
| (1) | Includes awards outstanding under the Save as You Earn Plan and performance share units issued under the |
| (2) | The Save As You Earn Plan had |
| (3) | Includes shares remaining available for future issuance under the |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
In accordance with Section 14A of the Exchange Act and the related SEC rules promulgated thereunder, we are asking our shareholders to cast a non-binding advisory vote to approve the compensation of our Named Executive Officers. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our Named Executive Officers.
As described in the “Compensation“Compensation Discussion & Analysis”and Analysis” section of this proxy statement,Proxy Statement, the primary objectives of our executive compensation program are to attract and retain individuals critical to our long-term success by providing total reward opportunities that, subject to performance:
| ■ | are competitive within our defined markets; |
| ■ | fully align pay with our strategic priorities and reinforce a strong performance culture through rewards that reflect Company-wide, department, team, and individual performance; |
| ■ | align management, client, and shareholder interests by deferring a significant portion of compensation into Company stock |
| ■ | manage risk-taking and conflicts of interest in our incentive plans, maintaining an appropriate balance between base salary, short-term cash incentives, and long-term deferred incentives; and |
| ■ | ensure that compensation processes and procedures comply with regulatory requirements, are consistent with market practice, and include effective risk management controls. |
We urge our shareholders to review the “Executive Compensation”“Executive Compensation” section of this proxy statement,Proxy Statement, including the compensation tables and related narrative discussion included therein for more information.
The text of the resolution in respect of Proposal 32 (which is proposed as an ordinary resolution) is as follows:
RESOLVED, that the shareholders of the Company hereby approve, on a nonbinding basis, the compensation of our named executive officers as described in the Compensation Discussion &and Analysis and in the other tabular and narrative executive compensation disclosures in this proxy statement.Proxy Statement.
As an advisory vote, this proposal is not binding upon us. However, our Human Capital and Compensation Committee values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers. This proposal will be approved, on an advisory basis, if the number of votes cast “FOR” exceeds 50% of the total number of votes cast on this matter.
  | THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FORTHE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
We are seeking an advisory vote from our shareholders on how often we should hold future advisory votes to approve our Named Executive Officer compensation. Under this proposal, commonly known as a “say-on-frequency” proposal, you may express your view on whether we should hold an advisory “say-on-pay” vote every one, two, or three years, or you may abstain from voting.
After considering the benefits and consequences of each alternative, our Board recommends that the advisory vote on the compensation of our Named Executive Officers be held annually. In formulating its recommendation, our Board considered that compensation decisions are made annually and that an annual advisory say-on-pay vote will allow shareholders to provide more frequent and direct input on our compensation philosophy, policies and practices.
While the Board believes that its recommendation is appropriate at this time, we are not asking shareholders to approve or disapprove that recommendation, but are instead asking shareholders to indicate their preference, on an advisory basis, as to whether future non-binding shareholder advisory votes on the compensation of our Named Executive Officers should be held every one, two or three years.
Our Board and Compensation Committee value the opinions of our shareholders in this matter and, to the extent there is any significant vote in favor of one time period over another, will take into account the outcome of this vote when making future decisions regarding the frequency of holding future advisory say-on-pay votes. However, because this is an advisory vote that is not binding on the Board or the Company, the Board may decide that it is in the best interests of our shareholders that we hold an advisory say-on-pay vote more or less frequently than the option preferred by our shareholders. The results of the vote will not be construed to create or imply any change or addition to the fiduciary duties of the Board.
The text of the resolution in respect of Proposal 4 (which is proposed as an ordinary resolution) is as follows:
RESOLVED, that the option of once every year, two years, or three years that receives the highest number of votes cast will be considered the preferred choice of shareholders as to the frequency with which the Company is to hold a shareholder advisory vote to approve the compensation of our named executive officers.
The alternative among one year, two years or three years that receives the highest number of votes cast will be deemed to be the frequency preferred by our shareholders.
|
Our Related Party Transaction Policy provides that related party transactions must be approved in advance by the Audit Committee. Related party transactions include any financial transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements, or relationships in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. Related persons may include the Company’s directors, executive officers, significant shareholders, and immediate family members and affiliates of such persons.
Although the Audit Committee does not have detailed written procedures concerning the approval of related party transactions, our Related Party Transaction Policy provides that the Audit Committee will consider all relevant facts and circumstances in reviewing transactions subject to the policy, including:
| ■ | whether the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders; |
| ■ | the terms of the transaction and the terms of similar transactions available to unrelated parties or employees generally; |
| ■ | the availability of other sources for comparable products or services; |
| ■ | the benefits to the Company; |
| ■ | the impact on the director’s independence, if the transaction is with a director or an affiliate of a director; and |
| ■ | the possibility that the transaction may raise questions about the Company’s honesty, impartiality, or reputation. |
Certain of our directors and executive officers, as well as their immediate family members, from time to time may personally invest in Janus Henderson funds on substantially the same terms and conditions as other similarly situated investors who are not our directors, officers, or employees.
Except as described below, none of our directors, executive officers, or their immediate family members has or has had any material interest in any transaction in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K. There are no outstanding loans or guarantees provided by us or any of our subsidiaries for the benefit of our directors or executive officers.
In the ordinary course of their asset management businesses, subsidiaries of the Company may from time to time (i) invest client assets (i) in companies for which one or both of Mr. GardenBaldwin and Mr. PeltzFrank serves as a director or in which Mr. Garden,Baldwin, Mr. Peltz,Frank, their affiliates or investment funds managed by Trian and/or its affiliates may be significant stockholders or (ii) invest client assets in investment funds or other investment vehicles managed by Trian and/or its affiliates.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
The table below sets forth information regarding beneficial ownership of our outstanding common stock as of March 7, 2022,12, 2024, or as otherwise noted, by beneficial owners of more than 5% of our outstanding common stock who have publicly disclosed their ownership. We have no knowledge of any arrangement that would, at a subsequent date, result in a change-in-control of the Company.
| Shares of Common Stock Beneficially Owned(1) | ||||
| Name | Number | Percentage | ||
| Trian Fund Management, L.P.(1) | 29,772,648 | 17.6% | ||
| BlackRock, Inc.(2) | 18,681,516 | 11.0% | ||
| The Vanguard Group Inc.(3) | 16,674,485 | 9.8% | ||
| Shares of Common Stock Beneficially Owned | ||||||||
| Name | Number | Percentage | ||||||
| Trian Fund Management, L.P.(1) | [•] | [•]% | ||||||
| BlackRock, Inc.(2) | [•] | [•]% | ||||||
| Silchester International Investors LLP(3) | [•] | [•]% | ||||||
| The Vanguard Group Inc.(4) | [•] | [•]% | ||||||
| (1) | Information is based on a Schedule 13D/A filed with the SEC on |
| (2) | Information is based on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on |
| (3) | |
| (4) | Information is based on a Schedule 13G/A filed by The Vanguard Group Inc. (“Vanguard”) with the SEC on February |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
The table below sets forth information regarding beneficial ownership of our outstanding common stock as of March 7, 2022,12, 2024, by (i) each Named Executive Officer (as defined above), (ii) each member of our Board of Directors, and (iii) all of our Named Executive Officers and directors as a group. Unless otherwise stated below, the principal address of each person is c/o Janus Henderson Group plc, 201 Bishopsgate, London EC2M 3AE, United Kingdom.
| Shares of Common Stock Beneficially Owned(1) | ||||
| Name | Number | Percentage | ||
| Richard Gillingwater, Chairman of the Board of Directors | 19,309 | * | ||
| Glenn S. Schafer, Deputy Chairman of the Board of Directors(2) | 34,820 | * | ||
| Richard Weil, CEO and Director | 300,154 | * | ||
| Alison Davis, Director | 4,632 | * | ||
| Kalpana Desai, Director | 18,935 | * | ||
| Jeffrey Diermeier, Director(2) | 93,017 | * | ||
| Kevin Dolan, Director | 13,684 | * | ||
| Eugene Flood Jr., Director | 7,962 | * | ||
| Edward Garden, Director(3) | 29,772,648 | 17.6% | ||
| Lawrence Kochard, Director(2) | 66,632 | * | ||
| Nelson Peltz, Director(3) | 29,772,648 | 17.6% | ||
| Angela Seymour-Jackson, Director | 13,432 | * | ||
| Roger Thompson, Chief Financial Officer | 79,556 | * | ||
| Suzanne Cain, Global Head of Distribution | 34,211 | * | ||
| Georgina Fogo, Chief Risk Officer | 77,258 | * | ||
| Michelle Rosenberg, General Counsel & Company Secretary | 21,188 | * | ||
| All Directors and Executive Officers as a Group (18 Persons) | 30,564,168 | 18.1% | ||
| Shares of Common Stock Beneficially Owned(1) | ||||
| Name | Number | Percentage | ||
| John Cassaday, Chair of the Board of Directors | [•] | * | ||
| Ali Dibadj, CEO and Director | [•] | * | ||
| Brian Baldwin, Director(2) | 0 | * | ||
| Kalpana Desai, Director | [•] | * | ||
| Kevin Dolan, Director | [•] | * | ||
| Eugene Flood Jr., Director | [•] | * | ||
| Josh Frank, Director(3) | 0 | |||
| Alison Quirk, Director | [•] | * | ||
| Leslie F. Seidman, Director | [•] | |||
| Angela Seymour-Jackson, Director | [•] | * | ||
| Anne Sheehan, Director | [•] | * | ||
| Georgina Fogo, Chief Risk Officer | [•] | * | ||
| James R. Lowry, Global Chief Operating Officer | ||||
| Michelle Rosenberg, Chief Administrative Officer and General Counsel | [•] | * | ||
| Roger Thompson, Chief Financial Officer | [•] | * | ||
| All Directors and Named Executive Officers as a Group (15 Persons) | [•](4) | [19.6]% | ||
| * | Less than 1% of the outstanding shares. |
| (1) | Ownership, both direct and indirect, is based on the number of shares outstanding as of March |
| (2) |
| (3) | Mr. Frank is a Partner at Trian, which beneficially owns an additional [31,867,800] shares. Mr. Frank disclaims beneficial ownership of these additional shares held by Trian. | |
| (4) | Includes | |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
As an integral partIn addition to Ali Dibadj, whose information is set forth above under “Board Nominee Biographies,” below is a list of our compensation programs, we are proposing to adopt the Janus Henderson Group plc Global Employee Stock Purchase Plan (“ESPP”), which is being adopted to expand eligibility to non-U.S. participants and which will replace our U.S. existing stock purchase plan and International Buy As You Earn Plan. To ensure that we have the ability to allow employees to purchase shares under our employee stock purchase plan, we are asking shareholders to approve the ESPP,executive officers as described below. The ESPP aligns the interests of employees with those of our shareholders and clients and provides a means for employees globally to participate in our success by becoming employee-owners (other than employees in the United Kingdom, who participate in the Buy As You Earn Share Plan and Saveshare Plan, which provide comparable benefits). Upon adoption of the ESPP, the ESPP will supersede the Second Amended and Restated Employee Stock Purchase Plan and the International Buy As You Earn Plan, which will terminate.
The textdate of the resolution in respect of Proposal 5 (which is proposed as an ordinary resolution) is as follows:
RESOLVED, that the shareholders of the Company hereby approve the Global Employee Stock Purchase Plan.
The material terms and provisions of the ESPP are summarized below. This description is not intended to be complete and is qualified in its entirety by reference to the ESPP plan document, a copy of which is attached as Annex B to this proxy statement. In the event of a conflict between the summary below and the ESPP plan document, the terms of the ESPP plan document will control. References in this summary to “shares” or “share” means shares of our common stock.
The following is a summary of the material terms of the ESPP, assuming the ESPP is approved by our shareholders. The ESPP will become effective upon the approval of the shareholders of the Company and will continue in effect until terminated by the Board, except as noted below. The ESPP offers the Company the ability to implement offerings that are not intended to be compliant with Section 423 of the U.S. tax code.
On or prior to the last trading day of each offering period, the Company will purchase the shares purchased under the ESPP on the open market on behalf of eligible employees, in accordance with the terms of the Plan. The Company will pay any fees, commissions or similar expenses for transactions related to the purchase of shares under the ESPP.
The maximum number of shares which will be made available for sale under the ESPP will be 500,000 shares, which shall be subject to adjustment as set forth in the ESPP. If on a given purchase date, the number of shares with respect to Awards which are to be exercised exceeds the number of available shares, then the Company will make a pro rata allocation of the available remaining shares in as uniform manner as practicable and as it determines will be equitable.Proxy Statement.
GEORGINA FOGO Age 50 | Georgina Fogo is Chief Risk Officer at Janus Henderson Investors, a position she has held since joining the Company in 2018. She is responsible for the Global Risk and Compliance functions. Ms. Fogo reports to the CEO and is a member of the Executive Committee. She also chairs the Diversity, Equity & Inclusion Committee and the Ethics and Conflicts Committee. She came to Janus Henderson from BlackRock, where she served in various roles since 2009, most recently as Managing Director and Global Chief Compliance Officer from 2015. Prior to BlackRock, she had numerous positions with Barclays Global Investors Limited (BGI) from 2002, the last being Principal, Head of Product Advisory Compliance based in San Francisco. Earlier, she was with Merrill Lynch Investment Managers in various roles from 1998. Ms. Fogo received a BA in history and political science and an MA (honors) in political science from the University of Auckland, New Zealand. She holds the Investment Management Certificate and has over 25 years of financial industry experience. | |
JAMES R. LOWRY Age 57 | James R. (JR) Lowry is Global Chief Operating Officer at Janus Henderson Investors, a position he has held since joining the Company in 2021. He oversees Operations, Technology, Data Change Management, Operational Transformation, Facilities, and our Luxembourg management company. He is also a member of the Janus Henderson Executive Committee. Prior to this, he held numerous roles with State Street from 2010, including Chief Administrative Officer of Charles River Development, Head of Global Exchange and most recently Chief Operating Officer and Interim Head of Analytics at State Street Alpha, State Street Corporation’s front-to-back Investment Management Platform division. Before State Street, he held Senior Vice President roles with Fidelity Investments from 2006 and with McKinsey & Company from 1994, where he progressed to Partner. Mr. Lowry began his career as an officer in the United States Air Force in 1988, where he advanced to the rank of Captain. Mr. Lowry received a BS in engineering from Duke University (summa cum laude), an MS in electrical engineering from Northeastern University and an MBA from Harvard Business School. He serves on the advisory board of Boston’s Institute of Contemporary Art and is a regular fundraiser for cancer research. He has over 28 years of global industry experience. | |
MICHELLE ROSENBERG Age 50 | Michelle Rosenberg is Chief Administrative Officer and General Counsel at Janus Henderson Investors. Previously, she was Senior Vice President, Head of Legal, North America from 2017 and became General Counsel and Company Secretary in 2018 before assuming her current role in 2024. Before this, Ms. Rosenberg was Deputy General Counsel of Janus Capital Group. In her current role, she is responsible for global oversight of the Legal, Corporate Communications, Brand, Creative and Digital, Corporate Affairs, Internal Audit, and Corporate Secretariat teams. She is President and Chief Executive Officer of the Janus Investment Fund and the Janus Aspen Series. She represents Janus Henderson with global regulators and industry groups and serves several management committees, including Janus Henderson’s Executive Committee and the Diversity, Equity & Inclusion Committee. She also sits on the Board of Trustees for Bates College and is a member of the Board of Directors for ICI Mutual Insurance Company. Earlier, Ms. Rosenberg worked at Fidelity Management & Research Company supporting legal initiatives, including investment advisory and investment company issues. Ms. Rosenberg received a BA degree from Bates College and a juris doctorate from the University of Florida, Levin College of Law. She has 26 years of financial industry experience. | |
ROGER THOMPSON Age 56 | Roger Thompson is Chief Financial Officer at Janus Henderson Investors, a position he has held since 2013. He is also a member of Janus Henderson’s Executive Committee. He joined the Company from J.P. Morgan Asset Management, where most recently he was Global Chief Operating Officer; previously, he was Head of UK and prior to that was International CFO. Mr. Thompson held a broad range of roles at J.P. Morgan and worked in Tokyo, Singapore, and Hong Kong. He trained as an accountant with PricewaterhouseCoopers. Mr. Thompson graduated with a BA (honors) in accountancy and economics from Exeter University. He is a chartered accountant and has over 30 years of financial industry experience. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
The ESPP will be administered by the Compensation Committee, consisting of at least three Board members who are not eligible to participate in the ESPP. The Compensation Committee will have the discretionary authority to make, administer and interpret rules and regulations relating to the ESPP, to make amendments to the ESPP and to implement minimum and maximum contribution rates. The Compensation Committee may appoint and delegate authority to a management committee to administer the ESPP as it deems appropriate, subject to the express limitations set forth in the ESPP.
The ESPP grants rights to eligible employees to purchase shares pursuant to an offering (each such a right, an “Award”). The offering periods under the ESPP will consist of each calendar quarter, commencing on the first day of each calendar quarter and ending on the last calendar day of such quarter , except as otherwise determined by the Compensation Committee . For each Offering Period, the Compensation Committee will specify an offering date, which is the first trading day of the New York Stock Exchange of each offering period.
On each offering date, the ESPP will be deemed to have granted to each eligible employee an Award to purchase as many shares as the employee will be able to purchase with the after-tax payroll deductions credited to the employee’s ESPP account during the employee’s participation in the respective offering period, subject to any limitations on the number of shares an employee may elect to purchase that may have been announced prior to the beginning of that offering period. At the end of an offering period, shares will be purchased for employees participating in the offering period using their contributions to the ESPP for that offering period. The Compensation Committee may terminate the ESPP at any time and may make such changes in the ESPP and include such terms in any Offering under this Plan as may be necessary or desirable, including, but not limited to, such changes as may be necessary or desirable, in the opinion of counsel for the Company, to comply with the any applicable federal, state, local or foreign laws or rules or regulations of any governmental authority, or to be eligible for tax benefits under the U.S. tax code or any other applicable federal, state, local or foreign laws.
All employees of the Company and any of its subsidiaries that may be designated by the Compensation Committee as a participating company, who are regularly employed and are so employed on the date designated by the Compensation Committee for an offering, are eligible to participate in the ESPP. Employees in the United Kingdom may participate in the Buy As You Earn Share Plan and Saveshare Plan providing comparable benefits and are not expected to become eligible to participate in the ESPP. As of December 31, 2021 the Company had 1,491 full-time and part-time employees eligible to participate in the ESPP (which does not include employees in the United Kingdom).
Eligible employees may elect to contribute, through after-tax payroll deductions, at least $25 for semi-monthly payroll periods and at least $50 for monthly payroll periods, up to a maximum of $20,040 annually for the purchase of shares under the ESPP with respect to an offering period, subject to limitations on percentage of base pay that may be eligible for ESPP contributions as may be designated by the Compensation Committee for any offering.
Participants may elect to increase or decrease their rate of after-tax payroll deduction during an offering period at any time prior to the first day of the last month of such offering period. Participants may withdraw from an offering after the offering date, in whole but not in part, at any time prior to the first day of the last calendar month of such offering period. Generally, a participant who has discontinued employee contributions may not resume contributions until the next offering period, the award for such offering would be terminated and the Company would refund in cash the employee’s account balance for such offering, without interest. At the termination of each offering, each participant who continues to be eligible will be automatically re-enrolled in the next offering, unless the employee has withdrawn from the ESPP.
If an employee’s employment terminates (by reason of resignation, dismissal, death, or other termination) before he or she has completed payment for shares under the ESPP, the employee’s participation in the ESPP will generally be terminated. However, if the employee’s employment is terminated by reason of transfer to another entity or his/her employing entity ceasing to be a subsidiary or affiliated entity of the Company, and certain criteria are met, the Compensation Committee may specify, in its sole discretion that there will be a substitution or assumption of that employee’s election to purchase shares. In the case of such substitution or assumption, the employee’s rights, if any, to his or her account or to purchase any property in lieu of shares will be governed by the arrangements of the substituting or assuming entity.
Rights under the ESPP are not transferrable.
On the offering date for each offering period, each participant’s contributions to the ESPP during that period will be used to grant to that employee an Award to purchase a number of shares (which may include a fractional share), with a purchase price per share of 85% of the fair market value of a share on the last date of the offering period. Fair market value under the ESPP is generally the average trading price for shares on the NYSE on the date of determination.
An employee will become a shareholder with respect to shares that are purchased pursuant to awards granted under the Plan only at the point when such shares are transferred into an employee’s name on the books and records of the Company. Ownership of shares purchased under the ESPP will be entered on the books and records of the Company as soon as administratively practicable after payment for the shares has been received in full by the Company. Shares purchased under the ESPP will be issued as soon as practicable after an employee becomes a shareholder, and may be subject to certain holding periods.
Subject to any required Company shareholder action, the shares reserved for issuance under the ESPP as well as the number and price of shares covered by each Award which has not yet been exercised, and the maximum number of shares that may be purchased by a participant, will be equitably adjusted as determined by the Compensation Committee for any increase or decrease in the number of issued shares resulting from certain corporate transactions involving the Company, including any stock split, reverse stock split, dividend, combination or reclassification of shares or other increase or decrease in the number of shares effected without receipt of consideration by the Company.
The Compensation Committee may, if it determines in its discretion, adjust the shares reserved for issuance and underlying Awards, and the maximum number of shares that may be purchased, in the event the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares.
In the event of the proposed dissolution or liquidation of the Company, the offering periods will terminate immediately prior to the consummation of such proposed action, unless otherwise determined by the Compensation Committee.
The Compensation Committee has the authority to terminate or amend the ESPP at any time, subject to Company shareholder approval where required. The Company will obtain shareholder approval of any amendment to the ESPP as required by applicable law, rule or regulation. No amendment or termination of the ESPP will require the consent of any participant unless otherwise required by applicable law or listing requirements. Various terms of the ESPP may be amended in their application to participating employees in certain jurisdictions, as set out in the Appendix to the ESPP document.
The following discussion is a summary of certain federal income tax considerations that may be relevant to participants in the ESPP. The discussion is for general informational purposes only and does not purport to address specific federal income tax considerations that might apply to a participant based on his or her particular circumstances, nor does it address state, local or foreign income tax or other tax considerations that may be relevant to a participant.
PARTICIPANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR FEDERAL INCOME TAX CONSEQUENCES TO THEM OF PARTICIPATING IN THE ESPP, AS WELL AS WITH RESPECT TO ANY APPLICABLE STATE, LOCAL OR FOREIGN INCOME TAX OR OTHER TAX CONSIDERATIONS.
The ESPP is intended to be administered as an employee stock purchase plan that is not intended to qualify under Section 423 of the U.S. tax code. A participant recognizes ordinary income equal to the difference between the fair market value of the shares acquired on the date of acquisition and the amount paid for such shares, and subject to Section 162(m) of the U.S. tax code, the Company or a subsidiary is entitled to a corresponding deduction for federal income tax purposes. The participant’s holding period in such shares begins on the date of such acquisition, and the participant’s tax basis in such shares will equal the fair market value of such shares on the date of such acquisition. Any gain or less recognized on a subsequent sale of such shares will be short-term or long-term, depending on the holding period of such shares.
It is not currently possible to determine the dollar value and number of any additional plan benefits which will be received under the ESPP because participation in the ESPP and the rate of withholding is voluntary and determined by each eligible person in his or her sole discretion.
As an ordinary resolution, this proposal will be approved if the number of votes cast “FOR” exceeds 50% of the total number of votes cast on this matter. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of this proposal.
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As an integral part of our compensation programs, our Compensation Committee adopted, subject to shareholder approval, the Janus Henderson Group plc 2022 Deferred Incentive Plan (the “DIP”), which will replace the 2010 Deferred Incentive Plan (which will be terminated upon shareholder approval of the DIP) and the 2012 Employment Inducement Plan (which has already been terminated). Following the date hereof, no additional awards may be granted under the 2012 Employment Inducement Plan. In addition, a maximum of 100,000 shares may be subject to awards granted under the 2010 Deferred Incentive Plan between the date hereof and the date of the Annual General Meeting. To ensure that we have the ability to grant equity and fund unit awards under the DIP to our employees, we are asking shareholders to approve the DIP. As proposed, the DIP will reserve 13,000,000 shares for future grant.
Long-term equity awards are a key element of our compensation programs and accomplish the following objectives:
While equity incentive awards are an important part of our pay-for-performance compensation program, the Board and the Compensation Committee are mindful of their responsibility to our shareholders to exercise judgment in granting equity-based awards. We review a number of metrics to assess the cumulative impact of our equity compensation programs, including burn rate and overhang.
The annual share usage under the 2010 Deferred Incentive Plan, which is being superseded by the DIP, for the last three fiscal years and the overhang for 2021 was as follows:
| 2019 | 2020 | 2021 | |
| Burn Rate(1) | 1.7% | 1.7% | 1.5% |
| Overhang(2) | — | — | 6.2% |
As of March 7, 2022, there were 1,935,671 shares available for future issuance under the Janus Henderson Group PLC Deferred Incentive Plan, but no more than 100,000 shares will be used for grants prior to the date of the Annual General Meeting. Separately, as of March 7, 2022, there were approximately 432,497 shares available for further issuance under the 2012 Employment Inducement Plan, though no shares will be granted on or after March 7, 2022. As of March 7, 2022, there were 465,633 stock options, with a weighted average exercise price of $20.25 and a weighted average remaining term of 1.43 years, and 5,810,687 unvested restricted stock awards, restricted stock units, performance share units, and other stock-settled awards outstanding under the Company's equity compensation plans.
The text of the resolution in respect of Proposal 6 (which is proposed as an ordinary resolution) is as follows:
RESOLVED, that the shareholders of the Company hereby approve, the 2022 Deferred Incentive Plan.
The material terms and provisions of the DIP are summarized below. This description is not intended to be complete and is qualified in its entirety by reference to the DIP plan document, a copy of which is attached as Annex C to this proxy statement.
The following is a summary of the material terms of the DIP, assuming the DIP is approved by our shareholders. The DIP will become effective as of the date approved by the shareholders of the Company, and will continue in effect until terminated by the Board, except as noted below.
No awards may be granted under the DIP after the tenth anniversary of the effective date. Any awards that are outstanding after the termination of the DIP, however, will remain subject to the terms of the DIP.
The DIP permits the grant of restricted stock, RSUs, PSUs, stock awards, stock options, SARs and other awards, including fund unit awards. The Compensation Committee generally determines who will be granted awards, the type of award to be granted, the number of shares subject to such grants, any vesting schedules and all other terms of the awards, though the Compensation Committee may delegate certain authority to a management committee, as described in “DIP Administration” below.
The DIP prohibits:
A maximum of 13,000,000 shares of JHG common stock will be reserved for issuance under the DIP. Such shares may be issued pursuant to grants of restricted stock, RSUs, PSUs, stock awards, stock options, SARs and other share-based awards during the term of the DIP. A participant may receive multiple awards under the DIP, and there is no limit on the number of shares granted to a single individual during any calendar year or the number of fund unit awards that may be granted under the plan.
Shares delivered under the DIP will be authorized but unissued shares of JHG common stock, treasury shares, shares issued from a trust, or shares purchased in the open market or otherwise. To the extent that any award payable in shares is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements, or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made, the shares covered thereby will be returned to the pool of shares available for issuance under the DIP. Notwithstanding the foregoing, shares surrendered or withheld as payment of either the exercise price of an award (including shares otherwise underlying a SAR award that are retained by the Company to account for the grant price of such SAR) and/or withholding taxes in respect of an award will not be available for grant under the DIP.
All employees of the Company and its subsidiaries (2,235 employees as of December 31, 2021) are eligible to receive awards under the DIP, but awards are generally limited to executive and management-level employees. The DIP also provides flexibility to grant equity-based awards to the Company’s independent contractors and non-executive directors. Any awards granted to non-executive directors will only be granted from shares purchase on the market. Ten directors and all of the Company’s consultants are eligible to receive grants under the DIP, but it is not the Company’s practice to make grants to consultants.
The DIP is administered by the Compensation Committee or a committee of independent directors appointed by the Board, which determines and approves the eligible participants, the aggregate value of the awards per grant date, the types of awards, the applicable vesting schedule (if any), and the terms and conditions of all awards and award agreements. The Compensation Committee is the current administrator of the DIP. The Compensation Committee will have the discretionary authority to:
The Compensation Committee may appoint and delegate authority to a management committee to administer the DIP as it deems appropriate, subject to the express limitations set forth in the DIP and with respect to awards to participants other than those who are Company directors and officers subject to Section 16 of the Exchange Act.
As described in the “Compensation Discussion & Analysis” section beginning on page 35 , our current equity compensation awards to employees are generally composed of RSUs, PSUs and fund unit awards. The DIP also permits the Compensation Committee to grant other equity awards, including restricted stock, stock options and SARs. Awards that may be issued under the DIP are described in the table below.
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The Compensation Committee may impose on an award granted under the DIP conditions and/or restrictions which must be met during a certain performance period as a condition of the participant’s receipt of payment with respect to an award, including restrictions based on the attainment of any or all (or any combination thereof) of the following specified business performance goals:
Any of the foregoing performance measures may be applied, as determined by the Compensation Committee, in respect of the Company or any of its subsidiaries, affiliates, business units or divisions and/or their related worldwide, regional or country-specific operations (or any combination of the foregoing). Performance goals shall specify whether they are to be measured relative to budgeted or other internal goals, operations, performance or results of the Company and/or any of its subsidiaries, affiliates, business units or divisions, or relative to the performance of one or more peer groups of the Company and/or any of the Company’s subsidiaries, affiliates, business units or divisions, with the composition of any such peer group to be determined by the Compensation Committee at the time the performance goal is established. Performance goals may be stated in the alternative or in combination.
No awards granted under the DIP may be assigned, transferred, pledged or otherwise disposed, except upon death through the participant’s will, the laws of descent and distribution or through a beneficiary designation, or in the case of awards other than incentive stock options, during the participant’s lifetime to immediate family members of the participant and others as may be approved by the Compensation Committee.
In the event of recapitalizations, reclassifications or other specified events affecting the Company or shares of Janus common stock, appropriate and equitable adjustments may be made to the number and kind of shares of Janus common stock available for grant, as well as to other maximum limitations established under the awards granted under the DIP; and equitable adjustments may be made to the number and kind of shares of Janus common stock subject to outstanding awards and the exercise price of outstanding awards (including canceling awards in exchange for cash or other property).
The DIP has a term of 10 years from the date it is approved by our shareholders, unless earlier terminated by the Board or until all shares subject to the awards granted under the DIP have been purchased or acquired. The Board or the Compensation Committee may from time to time amend or modify the awards granted under the DIP, subject to certain restrictions including potential shareholder approval. The Board may seek the approval of any amendment or modification by the Company’s shareholders to the extent it deems necessary or advisable in its sole discretion for purposes of compliance with the terms of the DIP, Section 409A or 422 of the U.S. tax code, NYSE or other exchange or securities market listing requirements, or for any other purpose. It is intended that no amendment or modification of the awards granted under the DIP will adversely affect any outstanding award without the consent of the grantee.
The dollar value and number of awards to be granted in the future to our employees and non-executive directors under the DIP are not currently determinable because the value and number of such awards are subject to the discretion of the Compensation Committee.
The following discussion is a summary of certain federal income tax considerations that may be relevant to participants in the DIP. The discussion is for general informational purposes only and does not purport to address specific federal income tax considerations that might apply to a participant based on his or her particular circumstances, nor does it address state, local or foreign income tax or other tax considerations that may be relevant to a participant.
A participant will recognize no taxable income when RSUs are granted, and the Company or a subsidiary, as applicable, is not entitled to a deduction upon such grant. When the award is settled and the participant receives cash or shares, the participant will recognize compensation taxable as ordinary income equal to the amount of cash received or the fair market value of the shares at that time (as applicable) and, subject to Section 162(m) of the U.S. tax code, the Company or a subsidiary, as applicable, will be entitled to a corresponding deduction. A participant’s tax basis in shares received at the end of a restriction period will be equal to the fair market value of such shares when the participant receives them, and the participant’s holding period will begin on such date. Upon the sale of such shares, the participant will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year at the time of sale. Such gain or loss will be equal to the difference between the amount realized upon the sale of the shares and the tax basis of the shares in the participant’s hands. Dividend equivalents will be taxable to participants upon distribution as compensation, and accordingly, the participant will recognize ordinary income (not dividend income) in such amount and, subject to Section 162(m) of the U.S. tax code, the Company or a subsidiary, as applicable, will receive a corresponding deduction. The federal tax treatment of PSUs is the same as RSUs.
A participant will recognize no taxable income when fund unit awards are granted, and the Company or a subsidiary, as applicable, is not entitled to a deduction upon such grant. When the award is settled and the participant receives cash, the participant will recognize compensation taxable as ordinary income equal to the amount of cash received and, subject to Section 162(m) of the U.S. tax code, the Company or a subsidiary, as applicable, will be entitled to a corresponding deduction.
Upon the grant of an incentive stock option, the option holder will not recognize any income. In addition, no income for regular income tax purposes will be recognized by an option holder upon the exercise of an incentive stock option if the requirements of the DIP and the U.S. tax code are satisfied, including the requirement that the option holder remain employed by the Company or a qualifying subsidiary during the period beginning on the date of grant and ending on the day three months (or, in the case of the option holder’s disability, one year) before the date the option is exercised. If an option holder has not remained an employee of the Company or a qualifying subsidiary during the period beginning on the date of grant of an incentive stock option and ending on the day three months (or one year in the case of the option holder’s disability) before the date the option is exercised, the exercise of such option will be treated as the exercise of a non-qualified stock option and will have the tax consequences described below in the section entitled “Non-Qualified Stock Options.”
The federal income tax consequences of a subsequent disposition of the shares acquired pursuant to the exercise of an incentive stock option depends upon when the disposition of such shares occurs and the type of such disposition.
Except as provided in the paragraph immediately below, if an option holder elects to tender shares in partial or full payment of the option price for shares to be acquired upon the exercise of an incentive stock option, the option holder will not recognize any gain or loss on such tendered shares. No income will be recognized by the option holder with respect to the shares received by the option holder upon the exercise of the incentive stock option if the requirements of the DIP and the U.S. tax code described above are met. The number of shares received equal to the number of shares surrendered will have a tax basis equal to the tax basis of the surrendered shares. Shares received in excess of the number of shares surrendered will have a tax basis of zero. The holding period of the shares received equal to the number of shares tendered will be the same as such tendered shares’ holding period, and the holding period for the excess shares received will begin on the date of exercise. Solely for purposes of determining whether a disqualifying disposition has occurred with respect to such shares received upon the exercise of the incentive stock option, all shares are deemed to have a holding period beginning on the date of exercise.
If an option holder tenders shares that were previously acquired upon the exercise of an incentive stock option in partial or full payment of the option price for shares to be acquired upon the exercise of another incentive stock option, and such exercise occurs within two years after the date of grant of such first incentive stock option or within one year after such shares were transferred to the option holder, the tender of such shares will be a disqualifying disposition with the tax consequences described above regarding disqualifying dispositions. The shares acquired upon such exercise will be treated as shares acquired upon the exercise of an incentive stock option.
An option holder will not recognize taxable income, and the Company or a subsidiary, as applicable, is not entitled to a deduction, when a non-qualified stock option is granted. Upon the exercise of a non-qualified stock option, an option holder will recognize compensation taxable as ordinary income equal to the excess of the fair market value of the shares received over the option price of the non-qualified stock option and, subject to Section 162(m) of the U.S. tax code, the Company or a subsidiary, as applicable, will be entitled to a corresponding deduction. An option holder’s tax basis in the shares received upon the exercise of a non-qualified stock option will be equal to the fair market value of such shares on the exercise date, and the option holder’s holding period for such shares will begin at that time. Upon the subsequent sale of the shares received in exercise of a non-qualified stock option, the option holder will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year. The amount of such gain or loss will be equal to the difference between the amount realized in connection with the sale of the shares and the option holder’s tax basis in such shares.
If a non-qualified stock option is exercised in whole or in part with shares held by the option holder, the option holder will not recognize any gain or loss on such tendered shares. The number of shares received by the option holder upon such an exchange that are equal in number to the number of tendered shares will retain the tax basis and the holding period of the tendered shares for capital gain purposes. The shares received by the option holder in excess of the number of shares used to pay the exercise price of the option will have a basis equal to the fair market value on the date of exercise and their holding period will begin on such date. However, if the shares tendered to pay the exercise price of a non-qualified option were acquired upon the exercise of an incentive stock option, such tendering may be a “disqualifying disposition” (as described above) and will be treated as described above.
The tax treatment of other stock-based awards, as well as any shares received in connection with another stock-based award, generally will be the same as set forth above with respect to the most comparable type of award (e.g., other stock-based awards that are in the form of deferred stock or other instruments where the award is not settled until some future date after grant will be taxed similar to RSUs, and other stock-based awards that result in the immediate issuance of shares will be taxed similar to restricted stock).
Section 162(m) of the U.S. tax code generally limits the deductible amount of total annual U.S. compensation paid by a public company to each “covered employee” (the chief executive officer, chief financial officer and the three other most highly compensated executive officers of the Company) to no more than $1 million.
The grant and exercise of options and awards under the awards granted under the DIP to non-executive directors and to employees outside the United States may be taxed on a different basis.
We intend to file with the SEC a registration statement on Form S-8 covering the common stock reserved for issuance under the DIP.
A majority of the votes cast “FOR” will be required to approval this proposal, which is proposed as an ordinary resolution. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of this proposal.
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The Board believes that it is advantageous to renew the authority for the Company to repurchase its own shares in certain circumstances. Under our Articles of Association, the Company may repurchase its own shares subject to and in accordance with the Companies (Jersey) Law 1991 (“Jersey Companies Law”), which generally requires authorization by a special resolution approved by shareholders. Accordingly, the Board proposes to seek this authority in a form consistent with the Jersey Companies Law U.S.and US securities laws, and the listing standards of the ASX.laws.
Proposal 7,3, which will be proposed as a special resolution in accordance with Jersey law, seeks shareholders’ approval of the purchase by the Company of a maximum number of shares which taken together with the number of underlying shares represented by CDIs that are purchased pursuant to the special resolution in Proposal 8, is 16,904,615 ,16,173,407, representing approximately 10% of the issued share capital of the Company as of February 24, 2022.23, 2024.
The authority sought by this resolution will expire the earlier of (i) the conclusion of the Company’s 20232025 Annual General Meeting of Shareholders or (ii) November 1, 2023.2025.
The Board will continuously review a possible repurchase of shares, and CDIs, taking into account the Company’s financial position, share/ CDIshare price and other investment opportunities. The Board would use this authority only if it believes at the time that such purchase would be in the best interests of shareholders generally.
Any purchases of common stock would be by means of market purchases. The special resolution below sets the maximum and minimum prices for any such purchases. Common stock purchased under this authority may be held as treasury shares. The Jersey Companies Law allows the Company to purchase and hold treasury shares in its issued capital rather than cancelling those shares. Treasury shares do not carry voting rights and have no entitlement to dividends. Treasury shares may be cancelled, sold, or used to meet the Company’s obligations under its employee share plans. Any shares of common stock purchased, but not held as treasury shares, would be cancelled.
As of February 24, 2022,23, 2024, pursuant to the authority approved by shareholders at the 20212023 Annual General Meeting, the Company repurchased on the open market and cancelled 4,689,8953,923,831 shares of common stock since the 20212023 Annual General Meeting. Such authority will expire at the close of the 2024 Annual General Meeting, unless renewed by shareholders.
The text of the resolution in respect of Proposal 73 (which is proposed as a special resolution) is as follows:
RESOLVED, that, pursuant to Article 57 of the Companies (Jersey) Law 1991, the Company be and is hereby generally and unconditionally authorized to make purchases on a stock exchange of its common stock, subject to the following conditions:
| ■ | the maximum number of shares of common stock authorized to be purchased is |
| ■ | the minimum price (exclusive of expenses) that may be paid for a share of common stock is $1.50 par value per share; |
| ■ | the maximum price (exclusive of expenses) that may be paid for each share of common stock is an amount that is equal to 105% of the average closing stock price of the preceding five trading days on the New York Stock Exchange; |
| ■ | this authority shall expire the earlier of (i) the conclusion of the Company’s |
| ■ | a contract to purchase shares under this authority may be made before this authority expires, and concluded in whole or in part after this authority expires; and |
| ■ | pursuant to Article 58A of the Companies (Jersey) Law 1991, the Company may hold as treasury shares any shares of common stock of the Company purchased pursuant to the authority conferred in this resolution. |
As a special resolution, this proposal will be approved if the number of votes cast “FOR” equals or exceeds two-thirds of the total number of votes cast on this matter. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of this proposal.
 | THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERSVOTE FORTHE SPECIAL RESOLUTION GRANTING AUTHORITY TO REPURCHASE COMMON STOCK. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
As discussed in Proposal 7, the Company is required to seek authorization by a special resolution approved by shareholders to repurchase its own shares, which also applies to repurchases of CDIs.
Proposal 8, which will be proposed as a special resolution in accordance with Jersey law, seeks shareholders’ approval of the purchase by the Company of a maximum number of CDIs that the underlying common stock are represented by which, taken together with any shares of common stock purchased by the Company pursuant to Proposal 7, is 16,904,615 , representing approximately 10% of the issued share capital of the Company as of February 24, 2022.
The authority sought by this resolution will expire the earlier of (i) the conclusion of the Company’s 2023 Annual General Meeting of Shareholders or (ii) November 1, 2023.
The Board will continuously review a possible repurchase of shares and CDIs, taking into account the Company’s financial position, share/ CDI price and other investment opportunities. The Board would use this authority only if it believes at the time that such purchase would be in the best interests of shareholders generally.
Any purchases of CDIs would be by means of purchases on the open market. Any CDIs purchased in Australia will then be converted into common stock (“4Converted Shares”). The special resolution below sets the maximum and minimum prices for any such purchases. Shares represented by CDIs purchased under this authority may be held as treasury shares. The Jersey Companies Law allows the Company to purchase and hold treasury shares in its issued capital rather than cancelling those shares. Treasury shares do not carry voting rights and have no entitlement to dividends. Treasury shares may be cancelled, sold or used to meet the Company’s obligations under its employee share plans. Any Converted Shares purchased, but not held as treasury shares, would be cancelled.
As of February 24, 2022, pursuant to the authority approved by shareholders at the 2021 Annual General Meeting, the Company repurchased on the open market and cancelled 4,689,895 shares of common stock, of which 558,352 were CDIs that were converted to common stock before being cancelled, since the 2021 Annual General Meeting. Such authority will expire at the close of the Annual General Meeting, unless renewed by shareholders.
The text of the resolution in respect of Proposal 8 (which is proposed as a special resolution) is as follows:
RESOLVED, that the Company be and is hereby generally and unconditionally authorized (pursuant to Article 57 of the Companies (Jersey) Law 1991) to make purchases on a stock exchange of its CDIs, subject to the following conditions:
As a special resolution, this proposal will be approved if the number of votes cast “FOR” equals or exceeds two-thirds of the total number of votes cast on this matter. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of this proposal.
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The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the Company’s auditors. The Audit Committee evaluates the selection of the Company’s auditors each year and determines whether to reappoint the current auditors or consider other firms. Certain key factors that the Audit Committee considers as part of this evaluation include the quality or service provided, the benefits of tenure versus fresh perspective, business acumen, auditor independence, and the appropriateness of fees relative to both efficiency and audit quality. Based on its annual review, the Audit Committee believes that the continued retention of PricewaterhouseCoopers LLP (“PwC”) as our auditors is in the best interests of the Company and our shareholders. Therefore, the Audit Committee has reappointed PwC, which has served as the Company’s auditors since 2019, to serve as the Company’s auditors.
Pursuant to the Jersey Companies Law, shareholders are required to approve the reappointment of the Company’s auditors each year, and the appointment runs until the conclusion of the next Annual General Meetingannual general meeting (unless the auditors are removed by resolution of shareholders in a general meeting). Shareholders are also requested to ratify the appointment of PwC as the Company’s independent registered public accounting firm for purposes of U.S.US securities laws for the fiscal year ending December 31, 2022,2024, and to authorize the directors to determine the fees to be paid to the auditors.
The text of the resolution in respect of Proposal 94 (which is proposed as an ordinary resolution) is as follows:
RESOLVED, that PricewaterhouseCoopers LLP be appointed as the auditors of the Company from the conclusion of this meeting2024 Annual Meeting until the conclusion of the Company’s 2025 Annual General Meeting, of the Company to be held in 2023, that the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for purposes of United States securities law reporting for the year ending December 31, 2022,2024, be ratified, and that the directors be authorized to determine the fees to be paid to the auditors.
Representatives of PwC are expected to be present at the 2024 Annual General Meeting and will have the opportunity to make a statement and to respond to appropriate questions.
As an ordinary resolution, this proposal will be approved if the number of votes cast “FOR” exceeds 50% of the total number of votes cast on this matter. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of this proposal.
  | THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FORTHE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR AUDITORS, TO RATIFY THEIR APPOINTMENT AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND TO AUTHORIZE THE DIRECTORS TO DETERMINE THE FEES TO BE PAID TO THE AUDITORS. |
All services performed by PwC were approved in accordance with the approval policy and procedures adopted by the Audit Committee. This policy describes the permitted audit, audit-related, tax and other services that our independent auditor may perform. Under the policy, any service to be provided to the Company by its independent auditor must be pre-approved by the Audit Committee. Generally, pre-approval is provided at regularly scheduled committee meetings. However,meetings, however, the authority to grant specific pre-approval between committee meetings, as necessary, has been delegated to the Audit Committee Chair. The Audit Committee Chair must update the Audit Committee at the next regularly scheduled committee meeting of any services that were granted specific approval.
The Audit Committee generally approves a narrow range of fees associated with each proposed service to incorporate appropriate oversight and control of the independent auditor relationship.
At each meeting, the Audit Committee reviews the status of services and fees incurred year-to-date against the original approved services and the forecast of remaining services and fees for the fiscal year.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
The following table shows the fees paid or accrued by the Company and its consolidated funds for audit and other services provided by PwC for fiscal years ended December 31, 2021,2023 and 2020:2022:
| 2021 | 2020 | 2023 | 2022 | |||||||||||||
| Audit fees(1) | $ | 4,446,684 | $ | 3,783,313 | $ | 4,696,593 | $ | 4,532,932 | ||||||||
| Audit-related fees(2) | 320,520 | 825,130 | 528,486 | 336,301 | ||||||||||||
| Tax fees(3) | 54,377 | 9,167 | 21,332 | 16,273 | ||||||||||||
| All other fees(4) | 976,221 | 599,935 | 824,684 | 825,125 | ||||||||||||
| TOTAL | $ | 5,797,802 | $ | 5,217,545 | $ | 6,071,095 | $ | 5,710,631 | ||||||||
| (1) | Audit services consisted of the audit of the Company’s consolidated financial statements included in its Annual Report on Form 10-K, reviews of the condensed consolidated financial statements included in its quarterly reports on Form 10-Q, attestation work required by Section 404 of the Sarbanes-Oxley Act of 2002, and other audit services that are normally provided in connection with statutory or regulatory filings. |
| (2) | Audit-related fees consisted of financial accounting and SEC reporting consultations, issuance of consent letters, audit of the Company’s benefit plans, and other audit services not required by statute or regulation. |
| (3) | Tax compliance fees consisted of tax return filings for certain foreign jurisdictions and assistance with tax audits and miscellaneous state and federal income tax-related issues. |
| (4) | All other fees are associated with our ETFs and fees associated with the Finance Conduct Authority (FCA) Client Assets Sourcebook (CASS) audit. |
The Audit Committee has determined that the provision of the services described above is compatible with maintaining the independence of PwC.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
The Audit Committee assists the Board in its oversight of the Company’s financial reporting process. The Audit Committee’s responsibilities include, among others: (i) overseeing the integrity of the Company’s financial statements; (ii) evaluating the qualifications, independence, and performance of the Company’s independent auditors; (iii) reviewing the organizational structure and qualifications of the members of the Company’s internal auditAudit department; and (iv) obtaining reports from management and the independent auditors concerning the Company’s compliance with applicable legal and regulatory standards. Management has the primary responsibility for the Company’s financial statements and the reporting process, including the system of internal controls. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete, accurate, and in accordance with generally accepted accounting principles and applicable rules and regulations. For more information about our Audit Committee’s responsibilities, see our Audit Committee Charter, which is available on the Company’s website.website at ir.janushenderson.com under “Corporate Governance – Governance Policies & Statements.”
In the performance of its oversight function, the Audit Committee has reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements for the year ended December 31, 2021.2023. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
The Audit Committee has received the written disclosures and the letter from its independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2023, for filing with the SEC.
The Audit Committee
Jeffrey DiermeierLeslie F. Seidman (Chair)
Alison Davis
Kalpana Desai
Kevin DolanEugene Flood Jr.
Anne Sheehan
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
The 2024 Annual General Meeting will be held on Wednesday, May 4, 2022,1, 2024, at 3:2:00 p.m. (Denver time) at our Denver office, located at 151 Detroit Street, Denver, Colorado 80206, USA.
To attend the 2024 Annual General Meeting in person, you must be entitled to vote, as described below. If you cannot attend the Annual General Meeting in person, you can listen to the meetingMeeting via a listen-only webcast. A link to the webcast will be accessible from www. janushenderson.com/AGM2022www.janushenderson.com/AGM2024 prior to the Annual General Meeting.
Shareholders also can listen to the meetingMeeting via a listen-only dial-in by calling:
| United States and Canada | ||
| United Kingdom | ||
| All other countries | +1 | 785 424 1743 |
| Conference ID | JHGROUP |
Because the webcast and dial-in will be listen-only, listening to the webcast or dial-in will not constitute formal attendance at the 2024 Annual General Meeting and you will not be able to vote or ask questions through the webcast or dial-in. Please submit your proxy voting instructions as soon as possible through one of the methods described below to ensure your votes are counted at the Annual General Meeting.
Please note that we have taken various safety-related steps to help safeguard in-person attendees and our personnel, and we currently require all individuals attending our offices to be fully vaccinated against COVID-19.
The record dateRecord Date is March 7, 2022.12, 2024. On that date, the Company had 169,046,154 [165,657,905] shares of common stock outstanding and entitled to vote. Each share of our common stock entitles the holder to one vote.
You are entitled to vote or direct the voting of your shares if, on the record date,Record Date, you were a:
| ■ | shareholder of record or a beneficial owner of shares in “street name” as of 5:00 p.m. (New York time); |
| ■ | |
| holder of Janus Henderson Depository Interests (“UK DIs”) through CREST as of 5:00 p.m. (London time); or | |
| ■ | holder of UK DIs via the Janus Henderson Corporate Sponsored Nominee Facility (“CSN”) as of 5:00 p.m. (London time). |
There are different voting procedures depending on whether you hold your Company shares as:as common stock listed on the NYSE or UK DIs held through CREST or via the CSN. To vote, please:
| ■ | |
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| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
Please read the instructions below carefully to ensure you understand the voting arrangements that apply to you.
Shareholders of Record. You are a shareholder of record if at the close of business on the record dateRecord Date your shares were registered directly in your name with Computershare, our transfer agent. You can submit your proxy using any of the methods described below prior to the applicable deadline. For information on the applicable deadline, please see “What are the voting deadlines?” below.
  | By Internet.You may submit your proxy |
 | By Telephone. You may submit your proxy by |
  | |
 | By Mail. If you received your proxy materials by mail, you may submit your proxy card by |
  | At the Meeting. Submitting a proxy now will not limit your right to change your vote at the |
Beneficial Owners. If your shares of common stock arewere not held directly in your name at the close of business on the Record Date but rather in an account with a broker, bank, or other nominee, then you are considered the beneficial owner of those shares which are held in “street name.” As the beneficial owner, youname” and have the right to instruct theyour broker on how to vote your shares. To do so, you must provide voting instructions to your broker by the deadline provided in the proxy materials you receive from your broker. If you do not provide voting instructions to your broker by the applicable deadline, your broker may vote your shares on your behalf only with respect to Proposal 94 – Reappointment and Remuneration of Auditors. Your broker is not permitted to vote on Proposals 1 through 83 if you do not provide voting instructions.
401(k) Participants.If you hold your common stock through the Janus Henderson Group plc 401(k) Plan, you may submit your proxy by internetonline at www.investorvote.com/JHG through 9:00 a.m. (New York time) on Monday, May 2, 2022.by the applicable voting deadline. Please refer to your voting instruction form for additional information on how to vote. For information on the applicable deadline, please see “What are the voting deadlines?” below.
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If you are a holder of UK DIs through CREST or via the CSN, your holding represents an entitlement to vote your underlying shares of common stock by directing Computershare how to vote as your proxy using any of the methods described below. For information on the applicable deadline, please see “What are the voting deadlines?” below.
 | By Internet. You may |
 | By Mail. If you received your proxy materials by mail, you may submit your voting instruction by returning your Form of Instruction |
 | At the Meeting. If you would like to attend |
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| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
| Holding Type | Voting via | Voting via | Voting via | |
| Common Stock | 11:59 p.m. (Denver time) on Tuesday, | 11:59 p.m. (Denver time) on Tuesday, | 11:59 p.m. (Denver time) on Tuesday, | |
| April 30, 2024. | ||||
| UK DIs | 9:00 a.m. (London time) on Friday, April | N/A | 9:00 a.m. (London time) on Friday, April | 26, 2024 |
| 9:00 a.m. (London time) on Thursday, April | N/A | 9:00 a.m. (London time) on Thursday, April | 25, 2024 |
| (1) | Holders of common stock through the Janus Henderson Group plc 401(k) Plan must submit their votes before 9:00 a.m. (New York time) on Monday, |
If you are a shareholder of record, holder of CDIs, holder of UK DIs, or holder of UK DIs via the CSN, your proxy may vote in his or her discretion with respect to any proposal for which you fail to provide voting instructions on. In addition, if you appoint the ChairmanChair of the meetingMeeting, CEO, or Company Secretary as your proxy and fail to provide voting instructions, the ChairmanChair intends to vote your shares in accordance with the Board’s recommendations.
If you are a beneficial owner of common stock and fail to provide voting instructions to your broker, then your broker may vote your shares on your behalf only with respect to Proposal 94 – Reappointment and Remuneration of Auditors. Your broker is not permitted to vote on Proposals 1 through 83 if you do not provide voting instructions, which will result in a so-called “broker non-vote.”
If you are a holder of UK DIs and fail to provide voting instructions to Computershare with respect to any proposals, then Computershare is not permitted to vote your shares on those proposals.
You can revoke your proxy at any time before your shares are voted if you:
| ■ | submit a timely later-dated proxy or voting instruction form; |
| ■ | provide timely subsequent telephone or internet voting instructions; or |
| ■ | vote in-person at the |
If you are a shareholder of record holder of CDIs, holder of UK DIs, or holder of UK DIs, via the CSN, your proxy will have discretion to vote as he or she thinks fit on any other business that may properly come before the meeting,Meeting, including amendments to any resolution, and at any adjourned or postponed meeting.
If you are a beneficial owner of common stock, your broker may vote your shares on your behalf only on “routine” matters that may properly come up at the meeting.Meeting.
We do not expect any other matters to come up at the meeting.
The presence, in person or represented by proxy, of at least one-third of the Company’s issued and outstanding shares of common stock (excluding any shares held in treasury) entitled to vote at the Annual General Meeting as of the record date constitutes a quorum.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
In tabulating the voting results, only FOR and AGAINST votes are counted. Broker non-votes and abstentions are counted only for purposes of determining whether a quorum is present.
| Proposal | Vote required to elect directors and adopt the other proposals | Board Vote Recommendation | |||||
| Election of Directors | A nominee must receive the affirmative vote of a majority of the votes cast (ordinary resolution for each nominee) | “FOR” each director nominee | |||||
| Advisory Say-on-Pay Vote on Executive Compensation | The affirmative vote of a majority of the votes cast (ordinary resolution) | “FOR” | |||||
| Renewal of the Board’s Authority to Repurchase Common Stock | The affirmative vote of two-thirds of the votes cast (special resolution) | “FOR” | |||||
| 4 | Reappointment and Remuneration of Auditors | The affirmative vote of a majority of the votes cast (ordinary resolution) | “FOR | ||||
We will pay the expenses of soliciting proxies. Proxies may be solicited in person or by mail, telephone, and electronic transmission on our behalf by directors, officers, or employees of the Company or its subsidiaries, without additional compensation. We will reimburse brokers and other nominees that are requested to forward soliciting materials to the beneficial owners of the shares they hold of record.
We distribute our proxy materials to most shareholders over the Internet using “Notice and Access” delivery, as permitted by SEC rules. We elected to use this method for most shareholders because it reduces our print and mail costs and the environmental impact of the Meeting. See “Householding” below for additional information.
The preliminary voting results will be announced at the 2024 Annual General Meeting. The final voting results will be disclosed by the Company via an announcement to the ASX following the conclusion of the meeting, in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual General Meeting and made available on the Company’s website at www.janushenderson.com/AGM2022.AGM2024.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
This Proxy Statement includes website addresses and references to additional materials found on those websites. The information on our Corporate Governance webpage, the Impact Report, and any other information on our website that we may refer to herein is not incorporated by reference into, and does not form any part of, this Proxy Statement. Any targets or goals discussed in our Impact Report and in this Proxy Statement may be aspirational, and as such, no guarantees or promises are made that these goals will be met. Furthermore, statistics and metrics disclosed in this Proxy Statement and in the Impact Report are estimates and may be based on assumptions that turn out to be incorrect.
Certain statements in this proxy statementProxy Statement not based on historical facts are “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such forward-looking statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance, or achievements to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects, or future events. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would”“would,” and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements.
Various risks, uncertainties, assumptions, and factors that could cause our future results to differ materially from those expressed by the forward-looking statements included in this proxy statementProxy Statement include, but are not limited to, risks, uncertainties, assumptions, and factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2021,2023, and in other filings or furnishings made by the Company with the SEC from time to time.
Shareholders who wish to present a proposal in accordance with SEC Rule 14a-8 under the Exchange Act for inclusion in our proxy materials to be distributed in connection with our 20232024 Annual General Meeting of Shareholders must submit their proposals in accordance with that rule so they are received by the Company Secretary at the address set forth below no later than the close of business on November 24, 2022.22, 2024. If the date of our 20232025 Annual General Meeting is more than 30 days before or after May 4, 2023,1, 2025, then the deadline to timely receive such material will be a reasonable time before we begin to print and send our proxy materials. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. As the rules of the SEC make clear, simply submitting a timely proposal does not guarantee that it will be included in our proxy materials.
Our Articles of Association require that shareholders who intend to propose, outside of Rule 14a-8 under the Exchange Act, any resolution, including nominating candidates for election as directors, at our 20232025 Annual General Meeting of Shareholders must provide notice of such proposals in writing to our Company Secretary between the close of business on January 4, 2023,14, 2025, and the close of business on February 3, 2023.January 31, 2025. However, if the date of our 20232025 Annual General Meeting of Shareholders is more than 30 days before or more than 60 days after May 4, 2023,1, 2025, the shareholder’s notice must be delivered in writing (i) no earlier than the close of business on the 120th120th day prior to the 20232025 Annual General Meeting and (ii) no later than the close of business on the later of (x)(a) the 90th day prior to such 2025 Annual General Meeting or (y)(b) the 10th day after public announcement of the date of such 2025 Annual General Meeting is first made by the Company. The notice must set forth the information required by our Articles of Association.
Such proposals should be sent to our Company Secretary in writing to Janus Henderson Group plc, Attn: Company Secretary, 151 Detroit Street, Denver, Colorado 80206, USA. To be included in the Company’s proxy materials, the proposal must comply with the requirements as to form and substance established by the SEC and our Articles of Association and must be a proper subject for shareholder action under Jersey law.
In addition to satisfying the foregoing requirements, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide timely notice that sets forth the information required by Rule 14a-19 under the Exchange Act. To the extent any information is required by Rule 14a-19(b) that is not required under our Bylaws, it must be received by March 2, 2025.
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement | 75 |
SEC rules permit companies and intermediaries (such as banks and brokers) to send a single copy of the proxy materials or noticeNotice of internet availabilityInternet Availability of proxy materials,Proxy Materials, as applicable, to two or more shareholders who share the same address, subject to certain conditions. This “householding” rule benefits both the shareholders and the Company by reducing the volume of duplicate information shareholders receive, and reducing the Company’s printing and mailing costs, and reducing the environmental impact of our meeting. Accordingly, a single copy of the Notice of Internet Availability of Proxy Materials (or proxy materials) will be delivered to multiple shareholders sharing an address, unless contrary instructions have been received from the affected shareholders.
If one set of these documents was sent to your household for the use of all the Company’s shareholders in your household and one or more of you would prefer to receive additional sets, or if multiple copies of these documents were sent to your household and you want to receive one set, please contact our transfer agent, Computershare, P.O. Box 505005, Louisville, KY 40233;43078, Providence, RI 02940-3078, USA; toll-free 866-638-5573; or www.computershare.com/investor.
IF A BROKER, BANK, OR OTHER NOMINEE HOLDS YOUR SHARES, PLEASE CONTACT YOUR BROKER, BANK, OR OTHER NOMINEE DIRECTLY IF YOU HAVE QUESTIONS ABOUT DELIVERY OF MATERIALS, REQUIRE ADDITIONAL COPIES OF THE PROXY MATERIALS, OR WISH TO RECEIVE MULTIPLE COPIES OF THE PROXY MATERIALS, WHICH WOULD REQUIRE YOU TO STATE THAT YOU DO NOT CONSENT TO HOUSEHOLDING.
Under Jersey law, the directors are required to present the accounts of the Company and the reports of the auditors before shareholders at a general meeting. Therefore, the accounts of the Company for the fiscal year ended December 31, 2021,2023, will be presented to the shareholders at the 2024 Annual General Meeting.
For shareholder inquiries, please contact the Janus Henderson Group Share Registry.
United States Janus Henderson Group Transfer Agent T: 866 638 5573 (toll free) web.queries@computershare.com United Kingdom Janus Henderson Group Depositary T: +44 (0)370 703 0109
web.queries@computershare.co.uk |
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| Janus Henderson Group plc | Company registration number: 101484 | ABN: 67 133 992 766 |
| Registered office: 13 Castle Street, St Helier, Jersey JE1 1ES |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
The Company presents its financial results in U.S.US dollars and in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, management evaluates our profitability and our ongoing operations using additional non-GAAP financial measures.measures that exclude costs or benefits that are not part of our ongoing operations. Management uses these performance measures to evaluate the business, and adjusted values are consistent with internal management reporting. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may be different from non-GAAP financial measures used by other companies. We have provided a reconciliation below of our non-GAAP financial measures to the most directly comparable GAAP measures.
| Year ended December 31, 2021 | Year ended December 31, 2020 | Year ended December 31, 2019 | Year ended December 31, 2023 | Year ended December 31, 2022 | Year ended December 31, 2021 | ||||||||||||||||||||||
| RECONCILIATION OF REVENUE TO ADJUSTED REVENUE | |||||||||||||||||||||||||||
| Revenue | $ | 2,767.0 | $ | 2,298.6 | $ | 2,192.4 | $ | 2,101.8 | $ | 2,203.6 | $ | 2,767.0 | |||||||||||||||
| Management fees | (205.9 | ) | (183.8 | ) | (189.6 | ) | (164.8 | ) | (193.2 | ) | (208.4 | ) | |||||||||||||||
| Shareowner servicing fees | (214.7 | ) | (170.3 | ) | (149.4 | ) | (172.4 | ) | (185.2 | ) | (214.7 | ) | |||||||||||||||
| Other revenue | (131.0 | ) | (110.3 | ) | (105.3 | ) | (118.7 | ) | (119.9 | ) | (131.0 | ) | |||||||||||||||
| ADJUSTED REVENUE(1) | $ | 2,215.4 | $ | 1,834.2 | $ | 1,748.1 | $ | 1,645.9 | $ | 1,705.3 | $ | 2,212.9 | |||||||||||||||
| RECONCILIATION OF OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES | RECONCILIATION OF OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES | ||||||||||||||||||||||||||
| Operating expenses | $ | 1,943.6 | $ | 2,140.8 | $ | 1,651.5 | $ | 1,618.1 | $ | 1,713.8 | $ | 1,946.1 | |||||||||||||||
| Employee compensation and benefits(2) | — | (2.3 | ) | (19.1 | ) | (5.8 | ) | (16.8 | ) | — | |||||||||||||||||
| Long-term incentive plans(2) | 0.4 | 0.5 | 0.8 | (1.2 | ) | (21.1 | ) | 0.4 | |||||||||||||||||||
| Distribution expenses(1) | (551.6 | ) | (464.4 | ) | (444.3 | ) | (455.9 | ) | (498.3 | ) | (554.1 | ) | |||||||||||||||
| General, administrative and occupancy(2) | (10.8 | ) | (11.0 | ) | (20.0 | ) | (16.3 | ) | (9.5 | ) | (10.8 | ) | |||||||||||||||
| Impairment of goodwill and intangible assets(3) | (121.9 | ) | (513.7 | ) | (18.0 | ) | |||||||||||||||||||||
| Impairment of intangible assets(3) | — | (35.8 | ) | (121.9 | ) | ||||||||||||||||||||||
| Depreciation and amortization(3) | (7.8 | ) | (12.4 | ) | (29.4 | ) | (1.7 | ) | (3.7 | ) | (7.8 | ) | |||||||||||||||
| ADJUSTED OPERATING EXPENSES | $ | 1,251.9 | $ | 1,137.5 | $ | 1,121.5 | $ | 1,137.2 | $ | 1,128.6 | $ | 1,251.9 | |||||||||||||||
| Adjusted operating income | 963.5 | 696.7 | 626.6 | 508.7 | 576.7 | 961.0 | |||||||||||||||||||||
| Operating margin(4) | 29.8 | % | 6.9 | % | 24.7 | % | 23.0 | % | 22.2 | % | 29.7 | % | |||||||||||||||
| Adjusted operating margin(5) | 43.5 | % | 38.0 | % | 35.8 | % | 30.9 | % | 33.8 | % | 43.4 | % | |||||||||||||||
| RECONCILIATION OF NET INCOME ATTRIBUTABLE TO JHG TO ADJUSTED NET INCOME ATTRIBUTABLE TO JHG | RECONCILIATION OF NET INCOME ATTRIBUTABLE TO JHG TO ADJUSTED NET INCOME ATTRIBUTABLE TO JHG | ||||||||||||||||||||||||||
| Net income (loss) attributable to JHG | $ | 622.1 | $ | 161.6 | $ | 427.6 | $ | 392.0 | $ | 372.4 | $ | 620.0 | |||||||||||||||
| Employee compensation and benefits(2) | — | 2.3 | 19.1 | 5.8 | 16.8 | — | |||||||||||||||||||||
| Long-term incentive plans(2) | (0.4 | ) | (0.5 | ) | (0.8 | ) | 1.2 | 21.1 | (0.4 | ) | |||||||||||||||||
| General, administrative and occupancy(2) | 10.8 | 11.0 | 20.0 | 16.3 | 9.5 | 10.8 | |||||||||||||||||||||
| Impairment of goodwill and intangible assets(3) | 121.9 | 513.7 | 18.0 | ||||||||||||||||||||||||
| Impairment of intangible assets(3) | — | 35.8 | 121.9 | ||||||||||||||||||||||||
| Depreciation and amortization(3) | 7.8 | 12.4 | 29.4 | 1.7 | 3.7 | 7.8 | |||||||||||||||||||||
| Interest expense(6) | — | 0.1 | 2.5 | ||||||||||||||||||||||||
| Investment gains (losses), net(6) | 0.2 | (1.4 | ) | — | 12.5 | 0.4 | 0.2 | ||||||||||||||||||||
| Other non-operating income (expenses), net(6) | (14.2 | ) | (28.7 | ) | (24.3 | ) | 28.6 | 0.3 | (14.2 | ) | |||||||||||||||||
| Income tax provision(7) | (6.6 | ) | (112.6 | ) | (13.2 | ) | (22.9 | ) | (26.2 | ) | (6.6 | ) | |||||||||||||||
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
| Year ended December 31, 2021 | Year ended December 31, 2020 | Year ended December 31, 2019 | |||||||||||||
| Adjusted net income attributable to JHG | 741.6 | 557.9 | 478.3 | ||||||||||||
| Less: allocation of earnings to participating stock-based awards | (21.1 | ) | (16.4 | ) | (13.1 | ) | |||||||||
| ADJUSTED NET INCOME ATTRIBUTABLE TO JHG COMMON SHAREHOLDERS | $ | 720.5 | $ | 541.5 | $ | 465.2 | |||||||||
| Weighted-average common shares outstanding — diluted (two class) | 168.5 | 179.9 | 188.6 | ||||||||||||
| Diluted earnings per share (two class)(8) | $ | 3.59 | $ | 0.87 | $ | 2.21 | |||||||||
| Adjusted diluted earnings per share (two class)(9) | $ | 4.28 | $ | 3.01 | $ | 2.47 | |||||||||
| Year ended December 31, 2023 | Year ended December 31, 2022 | Year ended December 31, 2021 | ||||||||||
| Adjusted net income attributable to JHG | 435.2 | 433.8 | 739.5 | |||||||||
| Less: allocation of earnings to participating stock-based awards | (12.4 | ) | (13.1 | ) | (21.1 | ) | ||||||
| ADJUSTED NET INCOME ATTRIBUTABLE TO JHG COMMON SHAREHOLDERS | $ | 422.8 | $ | 420.7 | $ | 718.4 | ||||||
| Weighted-average common shares outstanding — diluted (two class) | 160.5 | 162.0 | 168.5 | |||||||||
| Diluted earnings per share (two class)(8) | $ | 2.37 | $ | 2.23 | $ | 3.57 | ||||||
| Adjusted diluted earnings per share (two class)(9) | $ | 2.63 | $ | 2.60 | $ | 4.26 | ||||||
| (1) | We contract with third-party intermediaries to distribute and service certain of our investment products. Fees for distribution and servicing related activities are either provided for separately in an investment product’s prospectus or are part of the management fee. Under both arrangements, the fees are collected by us and passed through to third-party intermediaries who are responsible for performing the applicable services. The majority of distribution and servicing fees we collect are passed through to third-party intermediaries. JHG management believes that the deduction of distribution and service fees from revenue in the computation of adjusted revenue reflects the pass-through nature of these revenues. In certain arrangements, we perform the distribution and servicing activities and retain the applicable fees. Revenues for distribution and servicing activities performed by us are not deducted from GAAP revenue. |
| (2) | Adjustments for all periods |
| (3) | Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries and businesses. Such contracts are recognized at the net present value of the expected future cash flows arising from the contracts at the date of acquisition. For segregated mandate contracts, the intangible asset is amortized on a straight-line basis over the expected life of the contracts. Adjustments also include impairment charges of our goodwill, certain mutual fund investment management contracts, client relationships and trademarks. JHG management believes these non-cash and acquisition related costs do not represent our ongoing operations. |
| (4) | Operating margin is operating income divided by revenue. |
| (5) | Adjusted operating margin is adjusted operating income divided by adjusted revenue. |
| (6) | Adjustments |
| (7) | The tax impact of the adjustments is calculated based on the |
| (8) | Diluted earnings per share is net income attributable to JHG common shareholders divided by weighted average diluted common shares outstanding. |
| (9) | Adjusted diluted earnings per share is adjusted net income attributable to JHG common shareholders divided by weighted average diluted common shares outstanding. |
| JANUS HENDERSON GROUP PLC | ■ | 2024 Proxy Statement |
The following words or terms, when used herein, shall have the following respective meanings:
This Plan shall be administered by the Board, or a committee appointed by the Board (consisting of not less than three members of the Board who are not eligible to participate in this Plan and one of whom shall be designated as Chairman of such committee) to administer the Plan (the “Committee”). The Committee is vested with full authority to make, administer and interpret such equitable rules and regulations regarding this Plan, to make amendments to the Plan itself, as it may deem advisable, delegate its administrative authority subject to applicable law, and implement minimum and maximum contribution rates. Its determinations as to the interpretation and operation of this Plan shall be final and conclusive. If no Committee is appointed by the Board to administer the Plan, or if the Board exercises its discretion to administer any aspect of the Plan, any references herein to “Committee” shall be deemed to also refer to the Board, as applicable. The Committee may appoint and delegate to a management committee consisting of one or more persons designated by resolution of the Committee any or all of the authority of the Committee, as applicable, with respect to Awards to Employees other than Employees who are Section 16 Persons at the time any such delegated authority is exercised.
On each Offering Date, this Plan shall be deemed to have granted to the Employee an Award to purchase as many Shares (which may include a fractional Share) as the Employee will be able to purchase with the after-tax payroll deductions credited to the Employee’s Account during Employee’s participation in that Offering Period (subject to the limitations set forth below and Section 3). The Committee in its sole discretion may establish limits on the number of Shares an Employee may elect to purchase with respect to any Offering Period.
An Employee may become a participant by completing the prescribed Enrollment Agreement and submitting such form to the Company, or with such other entity designated by the Company for this purpose, prior to the commencement of the Offering to which it relates. The Enrollment Agreement may be completed at any time after the Employee becomes eligible to participate in the Plan, and will be effective as of the Offering Date next following the receipt of a properly completed Enrollment Agreement by the Company (or the Company’s designee).
At the termination of each Offering, each participating Employee who continues to be eligible to participate shall be automatically re-enrolled in the next Offering, unless the Employee has withdrawn from the Plan in accordance with Section 9 or is otherwise ineligible to participate in the next Offering. Upon a termination of the Plan as a whole, any balance in Employee’s Account shall be refunded to him or her as soon as practicable thereafter. The Company may require current participants to complete and submit a new Enrollment Agreement at any time it deems necessary or desirable to facilitate Plan administration or for any other reason.
No interest shall be paid on sums withheld from an Employee’s pay for purchase of Shares under this Plan.
An Employee will become a stockholder with respect to Shares that are purchased pursuant to Awards granted under the Plan when such Shares are transferred into an Employee’s name on the books and records of the Company. Ownership of Shares purchased under the Plan will be entered on the books and records of the Company as soon as administratively practicable after payment for the Shares has been received in full by the Company. Shares purchased under the Plan will be issued as soon as practicable after an Employee becomes a stockholder. An Employee will have no rights as a stockholder with respect to Shares for which an election to purchase has been made under the Plan until such Employee becomes a stockholder as provided above.
An Employee’s rights under his or her election to purchase Shares under this Plan may not be sold, pledged, assigned, or transferred in any manner. If an Employee’s rights are sold, pledged, assigned, or transferred in violation of this Section 13, the right to purchase Shares of the Employee guilty of such violation shall terminate, and the only right remaining under such Employee’s election to purchase will be to receive a refund of the amount then credited to the Employee’s Account.
All funds received by the Company in payment for Shares purchased under this Plan and held by the Company at any time may be used for any valid corporate purpose.
Neither the action of the Company in establishing the Plan, nor any action taken under the Plan by the Committee, nor any provision of the Plan itself, shall be construed so as to grant any person the right to remain in the employ of the Company or any Subsidiary or Affiliated Entity thereof for any period of specific duration, and such person’s employment may be terminated at any time, with or without cause.
Except where prohibited by law, the Awards and (the value of) any Shares issuable under the Plan are not to be considered a part of the participating Employee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculation of severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, or damages related to termination (including wrongful dismissal or the manner of dismissal).
This Plan and any Offering and sales to Employees under it are subject to, and contingent upon, any governmental or regulatory approvals or consents that may be or become applicable in connection therewith. The Committee may terminate or amend the plan the Plan at any time, subject to Company stockholder approval where required, and may make such amendments to the Plan and include such terms in any Offering under this Plan as may be necessary or desirable, including, but not limited to, such changes as may be necessary or desirable, in the opinion of counsel for the Company, to comply with the any applicable federal, state, local or foreign laws or rules or regulations of any governmental authority, or to be eligible for tax benefits under the Code or any other applicable federal, state, local or foreign laws. The Company will obtain Company stockholder approval of any amendment to the Plan as required by applicable law, rule or regulation. No amendment or termination of the Plan will require the consent of any Employee unless otherwise required by applicable law or listing requirements.
The Company shall be entitled to withhold (or to cause the withholding of) from any cash amount payable to Employee by the Company or a Subsidiary or Affiliated Entity thereof the amount, if any, of all taxes of any applicable jurisdiction required to be withheld by the Company or a Subsidiary or Affiliated Entity thereof with respect to the difference between the Purchase Price Per Share and the Fair Market Value as of the Purchase Date.
The participating Employee agrees to indemnify and keep indemnified the Company and Subsidiary or Affiliated Entity, as applicable, against all taxes of any applicable jurisdiction required to be withheld by the Company or a Subsidiary or Affiliated Entity thereof with respect to the difference between the Purchase Price Per Share and the Fair Market Value as of the Purchase Date. The Company shall have no liability in respect of any tax payment and reporting obligations of the Participant in any applicable jurisdiction.
The intent of the Company is that benefits under this Plan be exempt from, or comply with, Section 409A of the Code, and accordingly, to the maximum extent permitted, this Plan shall be interpreted and administered to be in accordance therewith. Any payments described in this Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six (6)-month period immediately following an Employee’s separation from service shall instead be paid on the first business day after the date that is six (6) months following Employee’s separation from service (or, if earlier, death). The Company makes no representation that any or all of the payments described in this Plan shall be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. Employee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.
This Plan and all determinations made and actions taken pursuant thereto shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of laws principles.
All capitalized terms used in this Appendix that are not defined herein shall have the meanings given under the Plan.
This Appendix sets out amendments or additional terms which apply to Awards granted under the Plan to a participating Employee resident in the jurisdictions listed below. The participating Employee acknowledges that if the participating Employee is working or transfers employment or residency while participating in the Plan, the Company will in its discretion determine to what extent the terms set out in this Appendix for each relevant jurisdiction shall apply.
AUSTRALIA
FRANCE
HONG KONG
ITALY
JERSEY
NETHERLANDS
SINGAPORE
SWITZERLAND
UNITED ARAB EMIRATES (DUBAI INTERNATIONAL FINANCIAL CENTRE)
Whenever used in the Plan, the following terms shall have the meanings set forth below:
“Article” means an Article of the Plan.
“Award” means Options (including Incentive Stock Options), Restricted Shares (awarded as Shares or Share Units), stock appreciation rights (SARs), Shares or Other Awards granted under the Plan.
“Award Agreement” means the written agreement by which an Award shall be evidenced.
“Board” means the board of directors of the Company.
“Cause” shall have the meaning set forth in a Grantee’s Award Agreement, or if not defined therein, the meaning set forth in the Grantee’s individual employment or services agreement between the Grantee and the Company or a Subsidiary, or if the Grantee is not a party to an employment or services agreement in which Cause is defined, as follows:
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and regulations and rulings thereunder. References to a particular section of the Code include references to successor provisions of the Code or any successor code.
“Common Stock” means an ordinary share, $1.50 par value, of the Company.
“Company” has the meaning set forth in Section 1.1, and shall include the Company’s permitted successors and assigns.
“Disability” means, unless otherwise defined in the Award Agreement, that a Grantee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or a Subsidiary of the Company.
“Disqualifying Disposition” has the meaning set forth in Section 6.4.
“Dividend Equivalents” has the meaning set forth in Section 12.3.
“Effective Date” shall have the meaning set forth in Section 1.1.
“Eligible Person” means (i) any employee (including any officer) of the Company or any Subsidiary, including any such employee who is on an approved leave of absence, layoff, or has been subject to a disability which does not qualify as a Disability, (ii) any director of the Company or any Subsidiary and (iii) any person performing services for the Company or a Subsidiary in the capacity of a consultant or otherwise.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to a particular section of the Exchange Act include references to successor provisions.
“Fair Market Value” means (A) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Plan Committee, and (B) with respect to Shares, unless otherwise determined by the Plan Committee, as of any date, (i) the average of the high and low trading prices on the date of determination on the New York Stock Exchange (or, if no sale of Shares was reported for such date, on the next succeeding date on which a sale of Shares was reported); (ii) if the Shares are not listed on the New York Stock Exchange, the average of the high and low trading prices of the Shares on such other national exchange on which the Shares are principally traded or as reported by the National Market System, or similar organization, or if no such quotations are available, the average of the high bid and low asked quotations in the over-the-counter market as reported by the National Quotation Bureau Incorporated or similar organizations; or (iii) in the event that there shall be no public market for the Shares, the fair market value of the Shares as determined by the Plan Committee.
“Freestanding SAR” means a SAR that is granted independently of any other Award.
“Grant Date” has the meaning set forth in Section 5.2.
“Grantee” means an individual who has been granted an Award.
“Incentive Stock Option” means an option granted under Article 6 of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provisions thereto.
“including” or “includes” means “including, without limitation,” or “includes, without limitation,” respectively.
“Management Committee” has the meaning set forth in Article 3.
“Option” means an option granted under Article 6 of the Plan.
“Other Awards” means an Award granted under Article 9 of the Plan, including fund units or cash awards earned upon the attainment of performance goals or otherwise as permitted under the Plan.
“Performance Measures” means the criteria and objectives, determined by the Plan Committee, which must be met during the applicable Performance Period as a condition of the Grantee’s receipt of payment with respect to an Award. Performance measures may include any or all of the following or any combination thereof: (a) stock price; (b) market share; (c) sales (gross or net); (d) asset quality; (e) non-performing assets; (f) earnings per share; (g) return on equity; (h) costs; (i) operating income; (j) net income; (k) marketing-spending efficiency; (l) return on operating assets; (m) return on assets; (n) core non-interest income; (o) fund performance; (p) pre-tax margin; (q) pre-tax income; (r) levels of cost savings; (s) operating margin; (t) flows into Company products (gross or net), (u) earnings, (v) earnings before interest, taxes, depreciation and amortization, (w) improvements in productivity and objective operating goals. Any of the foregoing performance measures may be applied, as determined by the Plan Committee, in respect of the Company or any of its Subsidiaries, affiliates, business units or divisions and/or the Company’s or any of its Subsidiaries, affiliates, business units or divisions worldwide, regional or country specific operations (or any combination of the foregoing) and/or (x) other performance metrics as determined by the Plan Committee. Performance measures shall specify whether they are to be measured relative to budgeted or other internal goals, operations, performance or results of the Company and/or any of its Subsidiaries, affiliates, business units or divisions, or relative to the performance of one or more peer groups of the Company and/or any of its Subsidiaries, affiliates, business units or divisions, with the composition of any such peer groups to be determined by the Plan Committee at the time the performance measure is established. Performance measures may be stated in the alternative or in combination. The Plan Committee shall have the right but not the obligation to make adjustments to a performance measure to take into account any unusual or extraordinary events. In the event that applicable tax and/or securities laws change to permit Plan Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, the Plan Committee shall have sole discretion to make such changes without obtaining stockholder approval.
“Performance Period” means the time period during which the Performance Measures must be met.
“Person” shall have the meaning ascribed to such term in Section 3(a) (9) of the Exchange Act and used in Sections 13 (d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
“Plan” has the meaning set forth in Section 1.1.
“Plan Committee” has the meaning set forth in Article 3.
“Restricted Shares” means Shares or Share Units that are subject to forfeiture if the Grantee does not satisfy the conditions specified in the Award Agreement applicable to such Shares or Share Units.
“Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor rule, as in effect from time to time.
“SAR” means a stock appreciation right.
“SEC” means the United States Securities and Exchange Commission, or any successor thereto.
“Section” means, unless the context otherwise requires, a Section of the Plan.
“Section 16 Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.
“Share” means a share of Common Stock.
“Share Unit” means a bookkeeping entry representing the equivalent of one share of Common Stock that is payable in the form of Common Stock, cash, or any combination of the foregoing.
“Strike Price” of any SAR shall equal, for any Tandem SAR (whether such Tandem SAR is granted at the same time as or after the grant of the related Option), the option price of such Option, or for any other SAR, 100 percent of the Fair Market Value of a Share on the Grant Date of such SAR; provided that the Plan Committee may specify a higher Strike Price in the Award Agreement.
“Subsidiary” means a United States or foreign corporation or limited liability company, partnership or other similar entity with respect to which the Company owns, directly or indirectly, 50 percent or more of the Voting Power of such corporation, limited liability company, partnership or other similar entity.
“Tandem SAR” means an SAR that is granted in connection with a related Option, the exercise of which shall require cancellation of the right to purchase a Share under the related Option (and when a Share is purchased under the related Option, the Tandem SAR shall similarly be canceled).
“Termination of Affiliation” occurs on the first day on which an individual is for any reason no longer an employee, director or consultant of the Company or any Subsidiary, or with respect to an individual who is an employee or director of, or consultant to, a corporation which is a Subsidiary, the first day on which such corporation ceases to be a Subsidiary; provided, however, that for each Award subject to Section 409A of the Code, a Termination of Affiliation shall be deemed to have occurred under this Plan with respect to such Award on the first day on which an individual has experienced a “separation from service” within the meaning of Section 409A of the Code.
“10% Owner” means a person who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than 10 percent of the total combined Voting Power of all classes of capital stock of the Company or any Subsidiary.
“Voting Power” means the combined voting power of the then-outstanding securities of a corporation entitled to vote generally in the election of directors.
Subject to the express provisions of the Plan, the Plan Committee has full and final authority and sole discretion as follows (except as expressly delegated to the Management Committee):
All determinations on all matters relating to the Plan or any Award Agreement may be made in the sole and absolute discretion of the Plan Committee (except as expressly delegated to the Management Committee), and all such determinations of the Plan Committee shall be final, conclusive and binding on all Persons. No member of the Plan Committee shall be liable for any action or determination made with respect to the Plan or any Award.
Any Option designated as an Incentive Stock Option shall also require the Grantee to notify the Plan Committee of any disposition of any Shares issued pursuant to the exercise of the Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) (any such circumstance, a “Disqualifying Disposition”), within 10 days of such Disqualifying Disposition.
Notwithstanding Section 3.2(e), the Plan Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option.
If any Restricted Shares (“Tendered Restricted Shares”) are used to pay the option price, a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.
provided that the Plan Committee may provide in the Award Agreement that the benefit payable on exercise of an SAR shall not exceed such percentage of the Fair Market Value of a Share on the Grant Date as the Plan Committee shall specify. As provided by the Plan Committee in the Award Agreement, the payment upon exercise of a Freestanding SAR or Tandem SAR shall either be in Shares which have an aggregate Fair Market Value (as of the date of exercise of the SAR) equal to the amount of the payment or cash.
The Plan Committee may grant Other Awards that are payable in cash, Shares or other securities or property (or any combination thereof) as deemed by the Plan Committee to be consistent with the purposes of the Plan, and such Other Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Plan Committee, in its sole discretion, from time to time. Other Awards may be granted with value and payment contingent upon the achievement of performance criteria. Other Awards may also be granted in the form of fund units that are credited with income, gains and losses based on the performance of certain fund investment options.
Each Grantee under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Grantee, shall be in a form prescribed by the Company, and will be effective only when filed by the Grantee in writing with the Company during the Grantee’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Grantee’s death shall be paid to the Grantee’s estate.
The Plan Committee may require or permit Grantees to elect to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the exercise of an Option or SAR or the lapse or waiver of restrictions with respect to Restricted Shares under such rules and procedures as established under the Plan or such other rules and procedures as the Plan Committee shall establish; provided, however, to the extent that such deferral is subject to Section 409A of the Code the rules and procedures established by the Plan Committee shall comply with Section 409A of the Code. Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Grantee upon the Grantee’s Termination of Affiliation.
All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.
