1.

To elect the ten Director nominees identified in theJLL❘ 2020 Proxy Statement    to serve one-year terms until the 2019 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

Notice of Annual Meeting

	3. When	To ratify the appointment	Where		Record Date
	Thursday, May 28, 2020 9:00 a.m., Central Time		JLL Chicago Office 200 E. Randolph Drive Chicago, Illinois 60601		Shareholders as of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018. April 3, 2020 are entitled to vote

Items of business

At the 2020 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated (JLL or the Company), shareholders will be asked to vote on the following proposals:

In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof, by or at the direction of the Board of Directors has fixed the close of business onThursday, March 15, 2018, as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Annual Meeting. OnlyDirectors.

Other Important Information

We will permit only shareholders of record atof JLL common stock (NYSE:JLL) as of the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. We will permit only shareholders,Friday, April 3, 2020, or personsindividuals holding proxies from those shareholders, to attend the Annual Meeting. A list of these shareholders is available at our offices in Chicago, Illinois.

We will provide the Notice of Internet Availability, electronic delivery of the proxy materials or mailing of the 2020 Proxy Statement, the 2019 Annual Report on Form 10-K and a proxy card to shareholders beginning on or about April 17, 2020.

Yourvoteisveryimportant. Even if you plan to attend the Annual Meeting, please cast your vote, as instructed in the Notice of Internet Availability or proxy card, as soon as possible.

By Order of the Board of Directors

Global Chief Legal Officer and Corporate Secretary

April 17, 2020

How to vote in advance of the meeting
By phone	By internet	By mail	In person
You can vote your shares by calling 1-800-690-6903 (toll-free in the U.S. and Canada).	Go to www.proxyvote.comand follow the instructions.	By mail (if you received a paper copy of the proxy materials): mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope.	If you attend the 2020 Annual Meeting you may vote in person even if you gave your proxy beforehand.

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Table of contents

By Order

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About JLL

Who we are

We’re here to create rewarding opportunities and amazing spaces around the globe where people can achieve their ambitions. In doing so, we are building a better tomorrow for our clients, our people and our communities.

We’re a world leader in real estate services, powered by an entrepreneurial spirit. We want the most ambitious clients to work with us, and the most ambitious people to work for us. It’s as simple as that.

We buy, build, occupy, and invest in a variety of assets including industrial, commercial, retail, residential, and hotel real estate. From tech startups to global firms, our clients span industries including banking, energy, healthcare, law, life sciences, manufacturing, and technology.

What we do

To address the needs of real estate owners, occupiers and investors, we leverage our deep real estate expertise and experience to provide clients with a full range of the following services on a local, regional and global scale.

	Leasing Full-service brokerage between tenants and landlords			Capital Markets Investment sales and acquisitions, debt placement, equity placement, and financing arrangements			Advisory, Consulting & Other Workplace strategy, digital solutions, valuation, consulting and advisory
	Property & Facility Management Management and outsourcing of properties and real estate portfolios			Project & Development Services Design and management of real estate projects including fit-out services			LaSalle Real estate investment management

Our organizational purpose

We shape the future of real estate for a better world

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2019 Business highlights

2019 Revenue Breakdown

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2017 Business HighlightsBack to Contents

Corporate sustainability

We believepartner with our stakeholders to drive innovative, impactful, sustainable change by embedding sustainability into everything we remain well-positioned to take advantagedo. JLL's most recent Global Sustainability Report is available on the Sustainability page of our website at https://www.us.jll.com/en/about-jll/our-sustainability-leadership. In the opportunities in a consolidating industryreport you can find the latest information on JLL’s sustainability efforts including our Task Force for Climate-related Financial Disclosure reporting, our Sustainability Accounting Standards Board disclosures, progress with setting our Science-Based Targets, and to navigate successfully the dynamic markets in whichprogress against our global sustainability goals.

In 2019, we compete worldwide. We are proud to be a preferred provider of global real estate services, an employer of choice, a consistent winner of industryearned numerous awards and a valued partnerrecognitions that reflect our commitment to the largest and most successful companies and institutions in the global marketplace.

Among its financial and operational highlights for 2017, JLL:

Please refer toAnnex Afor a reconciliation of non-GAAP financial measures to our results as reported under generally accepted accounting principles in the United States.

Stock and Dividend Performance

Over the calendar year ended December 31, 2017,the price of a share of our Common Stock increased 48%, which includes the reinvestment of dividends. We paid total dividends of $0.72 per share, up from $0.64 the previous year, an increase of 13%.

Industry Recognition

During 2017, we continued to win numerous awards that reflectedsustainability, the quality of the services we provide to our clients, the integrity of our people, and our desirability as a place to work, including:work.

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Financial PerformanceBack to Contents

Proxy Statement Summary

The following table presents key financial data for each ofThis summary highlights certain information from this Proxy Statement and does not contain all the last three fiscal years, all as of each year end.

The above information is qualified in its entirety bythat you should consider. You should read the entire Proxy Statement before voting your shares. For more detailed and complete information inregarding JLL’s 2019 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2017. Please refer2019.

		When		Where		Record Date
		Thursday, May 28, 2020 9:00 a.m., Central Time		JLL Chicago Office 200 E. Randolph Drive Chicago, Illinois 60601		Shareholders as of April 3, 2020 are entitled to vote

Shareholder voting matters and recommendations

The following table summarizes the items that will be brought for a reconciliationvote of non-GAAP financial measures to our results as reported under generally accepted accounting principles inshareholders at the United States.2020 Annual Meeting, along with our voting recommendations.

How to vote in advance of the meeting
By phone	By internet	By mail	In person
You can vote your shares by calling 1-800-690-6903 (toll-free in the U.S. and Canada).	Go to www.proxyvote.comand follow the instructions.	By mail (if you received a paper copy of the proxy materials): mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope.	If you attend the 2020 Annual Meeting you may vote in person even if you gave your proxy beforehand.

(1)

We define EBITDA attributable to common shareholders (

EBITDAJLL) as Net income attributable to common shareholders before (i) Interest expense, net of interest income, (ii) Provision for income taxes, and (iii) Depreciation and amortization. Although EBITDA is a non-GAAP financial measure, it is used extensively by management in normal business operations to develop budgets and forecasts as well as measure and reward performance against those budgets and forecasts, exclusive of the impact from capital expenditures, reflected through depreciation expense, along with other components of our capital structure. EBITDA is believed to be useful to investors and other external stakeholders as a supplemental measure of performance and is used in the calculation of certain covenants related to our revolving credit facility. However, this measure should not be considered an alternative to net income determined in accordance with U.S. generally accepted accounting principles (❘ 2020 Proxy Statement    U.S. GAAP7). Any measure that eliminates components of a company’s capital and investment structure as well as costs associated with operations has limitations as a performance measure. In light of these limitations, management also considers results determined in accordance with U.S. GAAP and does not solely rely on EBITDA. Because EBITDA is not calculated under U.S. GAAP, it may not be comparable to similarly titled measures used by other companies.

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Our 2020 Director nominees

Our current Board includes a diverse group of leaders in their respective fields. We believe their varied backgrounds, skills, and experience contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior executive team. All the nominees are currently serving on the Board, including our two newest Board members, Deborah H. McAneny and Siddharth (Bobby) Mehta, who joined the Board after our 2019 Annual Meeting.

The following table and the charts below provide summary information about each of our Director nominees. You can find more information about each Director’s background and experience beginning on page 13.

Name	Age	Director Since	Position	Independent	Audit	Compensation	Nominating and Governance
Hugo Bagué	59	2011	Former Group Executive, Organisational Resources, Rio Tinto plc	Yes			●
Matthew Carter, Jr.	59	2018	Chief Executive Officer, Aryaka Networks, Inc.	Yes	●		●
Samuel A. Di Piazza, Jr.	69	2015	Retired Global Chief Executive Officer, PricewaterhouseCoopers International Ltd.	Yes		●	●
Ming Lu	62	2009	Partner, KKR & Co., L.P.	Yes		●	●
Bridget Macaskill	71	2016	Chairman of Cambridge Associates LLC and Former Non-Executive Chairman and Chief Executive Officer, First Eagle Holdings, Inc.	Yes	●		●
Deborah H. McAneny	61	2019	Former Executive Vice President, Structured and Alternative Investments, John Hancock Financial Services, Inc.	Yes		●	●
Siddharth (Bobby) Mehta	62	2019	Former President and CEO, TransUnion	Yes	●		●
Martin H. Nesbitt	57	2011	Co-Chief Executive Officer, The Vistria Group, LLC	Yes	●		●
Jeetendra (Jeetu) I. Patel	48	2019	Chief Product Officer and Chief Strategy Officer, Box, Inc.	Yes	●		●
Sheila A. Penrose	74	2002	Chairman of the Board, JLL and Retired President, Corporate and Institutional Services, Northern Trust Corporation	Yes	●	●
Ann Marie Petach	59	2015	Senior Advisor to the CFO of Google, Inc. and Retired Chief Financial Officer, BlackRock, Inc.	Yes			●
Christian Ulbrich	53	2016	Chief Executive Officer and President, JLL	No
Chair ● Member

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Corporate Governancegovernance highlights

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

Corporate governance policies and best practices

JLL❘ 2020 Proxy Statement    9

ObjectivesBack to Contents

Components of our executive compensation program

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

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Corporate
Governance

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Proposal 1 - Election of Directors

Our Board is presenting twelve nominees for election as Directors at our 2020 Annual Meeting. Each nominee currently serves as a Director. Ms. McAneny and Mr. Mehta were both appointed to the Board in July 2019, and will be presented as nominees for election as Directors for the first time. Ms. McAneny was identified and recommended by key shareholders of HFF, Inc. who would become JLL shareholders when we acquired the company. Mr. Mehta was identified and recommended by an independent third-party search firm.

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

How we select Directors

Identifying and evaluating Director nominees

The principal objectivesNominating and Governance Committee employs a variety of methods to identify and evaluate nominees for Director. Candidates may come to the attention of the CompensationNominating and Governance Committee through Board members, JLL executives, shareholders, professional search firms or other sources. The Nominating and Governance Committee regularly assesses the size of the Board and determines whether any vacancies are expected due to departures.

Director qualifications

Our Board has adopted a Statement of Qualifications for Members of the Board of Directors to outline the characteristics we seek in Board nominees. Briefly, we believe JLL Directors should have demonstrated notable or significant achievements in business, education or public service; they should possess the acumen, education and experience to make a significant contribution to the Board; and they should bring a range of skills, diverse perspectives and backgrounds to the Board’s deliberations.

Importantly, members of the Board must have the highest ethical standards, a strong sense of professionalism, and a dedication to serving the interests of all JLL shareholders. The Statement of Qualifications groups these desirable characteristics in three categories, as shown below.

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

In 2019, we added three new Directors. Each of these Directors diversifies our Board's perspectives. In particular, Mr. Patel further enhances our technology skills experience, Mr. Mehta enhances our marketing, brand management, strategic and technology-related experience, and Ms. McAneny enhances our real estate experience and brings insight into our new HFF business.

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Summary of characteristics

The following charts reflect various characteristics of our 2020 Director nominees. Our Directors’ ages, tenure, and diversity of background are well-distributed to create a balanced Board populated by individuals with years of experience working with JLL and our industry and individuals who bring fresh perspectives. All of our Non-Executive Directors are independent.

Summary of Board nominee experience and skills

In addition to the minimum qualifications that our Board believes are necessary for all Directors, the following chart highlights certain skills and experience that are relevant to our long-term strategy, and therefore relevant when considering candidates for election to our Board. A mark for an attribute indicates that the nominee gained the attribute through a current or prior position other than his or her service on the JLL Board. Our Board did not assign specific weights to any of these attributes or otherwise formally rate the level of a nominee’s attribute relative to the rating for any other potential nominee. The absence of a mark for an attribute does not necessarily mean that the nominee does not possess that attribute; it means only that when the Board considered that nominee in the overall context of the composition of our Board of Directors, arethat attribute was not a key factor in the determination to (1) alignnominate that individual. Further information on each nominee’s qualifications and relevant experience is provided in the compensation of each member ofindividual biographies that follow the Global Executive Board, our senior-most management group, and the Company’s short-term and long-term performance with shareholder interests, (2) provide incentives for driving and meeting the Company’s strategic goals, and (3) help attract and retain the leaders who will be crucial to the Company’s long-term success and ultimate sustainability.chart.

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

Senior Leadership/CEO Experience

Finance/Accounting Experience

Risk Management Experience

Technology/Cybersecurity/Innovation Experience

Real Estate Industry Experience

Global Business Experience

Human Capital Management Experience

Public Company Board Experience

Shareholder Engagement; Compensation Program Changes for 2018

At our 2017 annual meeting, 56% of shares cast voted in favor of our advisory vote on executive compensation (Say-on-Pay). This was a significant departure from the strong support we have received from shareholders in 2016 (94.3% of votes cast) and in previous years. The 2017 results occurred even though the design of our incentive programs remained consistent year-over-year.

Based on the vote results, we conducted extensive engagement with our largest shareholders to understand their specific concerns. Beginning shortly after the 2017 vote, management solicited 23 out of our largest 25 shareholders (representing 60% of our outstanding shares) and ultimately engaged with 13 shareholders (representing 42% of our outstanding shares).

Our discussions with shareholders were mostly prospective in nature, focusing on potential changes to the current incentive plans which are effective beginning with the compensation plans for 2018. For a more detailed discussion of the topics we heard in meetings with shareholders and our responses to the concerns raised, please refer to page 31 in our Compensation Discussion & Analysis.

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A biography of each Director nominee, current as of April 8, 2020, appears below.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETINGS	1
DIRECTORS AND CORPORATE OFFICERS	6
Biographical Information; Composition of the Board of Directors	6
Hugo Bagué Age: 59 Director Qualifications	6
Current Board Composition and Nominees for Election	6
Changes During 2017 in Corporate Officer Positions	6
Current Non-Executive Directors Standing for Re-Election	6
Current Director Standing for Re-Election Who Is Also a Corporate Officer	8
Additional Corporate Officers	8
Section 16 Reporting Officers	11
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS	12
Information about the Board of Directors and Corporate Governance	13
Director Independence	13
Review and Approval of Transactions with Interested Persons	13
Non-Executive Chairman of the Board; Lead Independent Director	14
Director Orientation and Continuing Education	14
Annual Board Self-Assessments and Senior Management Assessments	14
Policy on Trading Stock; Policy Against Pledging or Hedging Stock	15
Board Meetings During 2017	15
Standing Board Committees	15
The Audit Committee	15
Thesince 2011 Committees: Compensation Committee	16
The (Chair) Nominating and Governance Committee	18    ★
The Board’s Role in Enterprise Risk Oversight	19
Nominations Process for Directors	19
Majority Voting for Directors	21
Calling for Special Shareholders’ Meetings	22
Non-Executive Director Compensation	22
Non-Executive Director Stock Ownership	24
Attendance by Members of the Board of Directors at the Annual Meeting of Shareholders	25
Communicating with Our Board of Directors	25
Corporate Sustainability	25
EXECUTIVE COMPENSATION	26
Compensation Discussion and Analysis	26
Executive Summary	26
How We Make Compensation Decisions	32
What We Pay and Why: Elements of Compensation	35
Compensation Committee Report	45
Executive Compensation Tables	46
Pay Ratio Disclosure	55
Additional Information	55
SECURITY OWNERSHIP	57
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	59
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	59
INFORMATION ABOUT THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	60

Professional, Leadership and Service Experience

We anticipate that we will mail the Notice of Internet Availability to our shareholders on or about April 19, 2018.

You mayobtain a paper copy of our 2017 Annual Report and this Proxy Statement without charge by writing the JLL Investor Relations Department at the address of our principal executive office, 200 East Randolph Drive, Chicago, Illinois 60601, or by emailing JLLInvestorRelations@jll.com.

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the Record Date, such as your most recent account statement prior to March 15, 2018, a copy of the voting instruction card furnished to you, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, we will not admit you to the Annual Meeting.

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

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

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

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

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

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

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

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agent, Computershare, to request that only a single copy of the Proxy Statement be mailed in the future. You may contact Computershare by phone at +1.866.210.8055 or by mail at 462 South Fourth Street, Louisville, Kentucky 40202. Beneficial owners should contact their bank, broker, or other nominee.

Our By-Laws require that proposals of shareholders made outside of Rule 14a-8 under the Exchange Act must be submitted to our Corporate Secretary at our principal executive officenot later than March 2, 2019 and not earlier than January 31, 2019. In addition, any shareholder intending to nominate a candidate for election to the Board at the 2019 Annual Meeting must give timely written notice to our Corporate Secretary at our principal executive officenot later than March 2, 2019 and not earlier than January 31, 2019.

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

Under certain circumstances, shareholders may also submit nominations for directors for inclusion in our proxy materials by complying with the requirements in our By-Laws. We provide more information regarding proxy access under “How Do I Nominate a Director Using the Company’s Proxy Materials?” below.

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Biographical Information; Composition of the Board of Directors

We provide below biographical summaries for each of:

Director Qualifications

In the case of each Director who is a nominee for election at the 2018 Annual Meeting, we also provide below under “Three Proposals To Be Voted Upon At The Annual Meeting — Proposal 1” a separate Qualifications Statement indicating those specific qualifications, attributes, and skills that support his or her membership on our Board of Directors.

Current Board Composition and Nominees for Election

Our Board currently consists of the following 10 members:

All of the above Directors served for all of 2017 and through the date of this Proxy Statement. All of the above Directors are nominees for election.

Changes in Corporate Officer Positions

Richard Bloxamwas named Global CEO Capital Markets effective January 1, 2017.

Allan Frazierwas named the Chief Information Officer effective September 1, 2017 upon the departure of David Johnson.

Judith I. Tempelmanwas named the Global Head of Corporate Development effective November 30, 2016.

Current Non-Executive Directors Standing for Re-Election

Hugo BaguéMr. Bagué, 57, has been a is currently the Executive Director of JLL since March 2011. He isMilvusmilvus Consulting GmbH, a nominee standing for election to our Board at the 2018 Annual Meeting.consultancy company that he owns and runs. From 2007 until April 2017, Mr. Bagué was Organisational Resources Group Executive for Rio Tinto Organisational Resources with overall responsibility for Human Resources, Health, Safety, Environment and Communities, External Affairs, Media Relations, Corporate Communications, Procurement, Information Systems and Technology, Shared Services, and Group Property. Headquartered in the United Kingdom, Rio Tinto plc, is a leading international mining and metals group that employs 60,000 people worldwide in over forty countries. group.

Skills and Attributes

Mr. Bagué was previouslybrings significant experience with employee relations, communications, safety, information technology and compensation issues, as well as perspectives on public relations, procurement, information systems and corporate sustainability. His work for other multi-national companies provides insights into operating within different cultures, business environments and legal systems, including both Continental Europe and emerging markets, and also within the global vice presidenttechnology and healthcare industries, both of Human Resourceswhich are important to JLL’s future growth strategy.

	Matthew Carter, Jr. Age: 59 Director since November 2018 Committees: Audit Nominating and Governance

Professional, Leadership and Service Experience

Mr. Carter is the Chief Executive Officer of Aryaka Networks, Inc., a leading provider of cloud and on-premises network applications. From 2015 to 2017, he served as President and Chief Executive Officer of Inteliquent, Inc., which provides wholesale voice services for the Technology Solutions Group of Hewlett Packard Corporation, based in Palo Alto, California.carriers and service providers. Prior to that he worked for Compaq Computer, Nortel Networks,role, Mr. Carter held various positions at Sprint Corporation from 2006 to 2015, including President of Enterprise Solutions, Sprint’s $14 billion global communications technology business unit. He previously served as a director of Apollo Education Group, Inc., a provider of higher education programs.

Skills and Abbott Laboratories, based outAttributes

Mr. Carter brings significant corporate leadership, brand management and technology experience, drawing from his executive roles at several large companies. His service on other boards enhances our capabilities in the areas of Switzerland, France,management oversight, corporate governance and Germany, respectively. He receivedboard dynamics.

Other Public Company Boards

Current: NRG Energy, Inc., an integrated power company (since 2018). Prior within last five years: USG Corporation, a degree in linguisticsmanufacturer of construction materials (2012-2019), Inteliquent, Inc., provider of voice telecommunications services (2015-2017).

	Samuel A. Di Piazza, Jr. Age: 69 Director since 2015 Committees: Compensation Nominating and Governance

Professional, Leadership and post graduate qualifications in Human Resources and Marketing from the University of Ghent in Belgium.Service Experience

Samuel A. Di Piazza, Jr.Mr. Di Piazza, 67, has been a Director of JLL since May 2015. He is a nominee standing for election to our Board at the 2018 Annual Meeting. Mr. Di Piazza retired as Global Chief Executive OfficeOfficer of PricewaterhouseCoopers International Ltd. (PwC) in September 2009, after eight years of leading the largest professional services firm in the world. OverDuring his thirty-six year36-year career at PwC, he led the US Firmcompany as Chairman and Senior Partner, the Americas Tax Practice, and was a member of the Global Leadership Team. After retiring from PwC, Mr. Di Piazza joined Citigroup, Inc., where he served as Vice Chairman of the Global Corporate and Investment Bank from 2011 until February 2014. Since 2010, Mr. Di Piazza currently serves onhas served as the Chairman of the Board of DirectorsTrustees of The Mayo Clinic. He is also a former Trustee of the World Economic Forum.

Skills and Attributes

Mr. Di Piazza brings to the Board valuable insights and perspective regarding the management of a multi-cultural, complex organization providing services to diverse client types across the globe. Mr. Di Piazza also brings significant accounting experience, including managing a tax practice and as part of standards-setting organizations. His service on the boards of other highly sophisticated organizations provides additional governance perspectives and experience with critical business issues, including cybersecurity.

Other Public Company Boards

Current: AT&T Inc.(since 2015), having previously served as a Director of DirecTV, Inc. prior to its acquisition during 2015 by AT&T, as well as ProAssurance, Inc., a property and casualty insurance company and(since 2014), Regions Financial Corporation, a bank and financial services company. He currently serves as the Chair of the Board of Trustees of Mayo Clinic. He is a member of the Executive Committee

company (since 2016). Prior within last five years: DirecTV (2010-2015, until it was acquired by AT&T).

	Proxy Statement Ming Lu Age: 62 Director since 2009 Committees: Compensation Nominating and Governance
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of St. Patrick’s Cathedral in New York CityProfessional, Leadership and The Inner City Scholarship Fund of New York City. He is a Trustee of the USA Foundation Board of the World Economic Forum and a member of the Executive Committee of the National September 11th Memorial and Museum. Mr. Di Piazza has served as a Trustee of the International Financial Reporting Standards Foundation, and is past Chairman of the Geneva-based World Business Council on Sustainable Development, The Conference Board, Inc., Junior Achievement Worldwide, and the Financial Accounting Foundation, the oversight body of the FASB. Mr. Di Piazza received a B.S. in accounting from the University of Alabama and an M.S. from the University of Houston. Mr. Di Piazza is the co-author ofBuilding Public Trust: The Future of Corporate Reporting.Service Experience

Dame DeAnne JuliusDame DeAnne, 69, has been a Director of JLL since November 2008. She is a nominee standing for election to our Board at the 2018 Annual Meeting. Dame DeAnne currently serves as an independent non-executive member of the board of directors of the University College London, one of the world’s leading universities, where she also serves as Chairman, and as an independent non-executive board member of the ICE Benchmark Administration, a wholly owned subsidiary of Intercontinental Exchange. Dame DeAnne was the Chairman of the Royal Institute of International Affairs, also known as Chatham House, from 2003 through 2012. Founded in 1920 and based in London, Chatham House is a world-leading source of independent analysis, informed debate and influential ideas on how to build a prosperous and secure world. From 1997 to 2001, Dame DeAnne served as a founding member of the Monetary Policy Committee of the Bank of England. Prior to that, she held a number of positions in the private sector, including Chief Economist at each of British Airways PLC and Royal Dutch Shell PLC, and was Chairman of the British Airways Pension Investment Management. She has also served as a senior economic advisor at the World Bank and a consultant to the International Monetary Fund. She previously served as a non-executive member of the board of directors of Roche Holding AG, a global healthcare and pharmaceutical firm, BP PLC, one of the world’s largest energy companies, and the board of partners of Deloitte UK, a firm providing audit, consulting, financial advisory, risk management, and tax services. Dame DeAnne has a B.S. in Economics from Iowa State University and a Ph.D. in Economics from the University of California. In January 2013, Dame DeAnne was knighted by The Queen of the United Kingdom for her services to international relations.

Ming LuMr. Lu, 60, has been a Director of JLL since May 2009. He is a nominee standing for election to our Board at the 2018 Annual Meeting. Mr. Lu is a partner of KKR & Co., LP, a leading global alternative asset manager sponsoring and managing funds that make investments in private equity, fixed income and other assets in North America, Europe, Asia and the Middle East. Mr. Lu joined KKR in 2006, and in 2018 was named Head of its Asia operation. In connection with his KKR position,

Skills and Attributes

Mr. Lu is a memberbrings extensive knowledge about overseeing the development and operations of companies in Asia, and particularly China, one of the boardmost important regions for our future growth potential. He also brings his experience in evaluating emerging market dynamics and integrating acquisitions, as well as experience in the fields of directors of three of KKR’s portfolio companies, including MMI Group, a precision engineering company based in Singapore that provides components to the hard disc, oilexecutive compensation, accounting, investment banking and gas, and aerospace industries; Weststar Aviation Service Sdn Bhd, a helicopter transportation service provider to offshore oil and gas companies, and Goodpack Limited, a leader in steel intermediate bulk containers, a multi-modal, reusable metal box system that provides packaging, transportation and storage for global core industries. Prior to joining KKR, Mr. Lu was a Partner at CCMP Capital Asia Pte Ltd (formerly JP Morgan Partners Asia Pte Ltd), a leading private equity fund focusing on investments in Asia, from 1999 to 2006. Before that, he held senior positions at Lucas Varity, a leading global automotive component supplier, Kraft Foods International, Inc. and CITIC, the largest direct investment firm in China. Mr. Lu received a B.A. in economics from Wuhan University of Hydro Electrical Engineering in China and an M.B.A. from the University of Leuven in Belgium.finance.

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Bridget MacaskillBack to Contents

	Bridget Macaskill Age: 71 Director since 2016 Committees: Audit Nominating and Governance

Professional, Leadership and Service Experience

Ms. Macaskill 69, has beencurrently serves as Chairman of Cambridge Associates LLC, a director sinceglobal investment firm. Until July 2019, she was appointed effective July 1, 2016. She is a nominee standing for electionthe Non-Executive Chairman and, prior to our Board atthat, the 2018 Annual Meeting. Ms. Macaskill is the non-executive chairman of First Eagle Holdings, Inc. and serves as senior adviser to First Eagle Investment Management and to its CEO. She was formerly President and Chief Executive Officer, of First Eagle Holdings, Inc., a global investment firm, which she joined in 2009. Prior to joining First Eagle, Ms. Macaskill served as Chief Operating Officer, President, Chief Executive Officer and Chairman of Oppenheimer Funds, Inc., where she is recognized for creating the Oppenheimer Funds’ Women & Investing program, dedicated to educating American women about the need to take charge of their personal finances. Ms. Macaskill has served on a number of public company and not-for-profit boards andboards. She is currently on the boards of Jupiter Fund Management plc.,plc and Close Brothers plc, a merchant banking firm Close Brothers plc.,firm.

Skills and the TIAA-CREF mutual funds. A native of the United Kingdom, Attributes

Ms. Macaskill earnedbrings her experience in investment management, finance, accounting, shareholder relations, leadership, enterprise risk management, compliance, and operations within a B.Sc.highly regulated industry. Ms. Macaskill also brings experience in Psychologycorporate social responsibility and diversity. Additionally, Ms. Macaskill brings perspectives on the English government and economy that will be useful as that country pursues its exit from the European Union.

	Deborah H. McAneny Age: 61 Director since 2019 Committees: Compensation Nominating and Governance

Professional, Leadership and Service Experience

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

Skills and Attributes

Ms. McAneny brings her extensive board experience, senior management expertise and significant familiarity with our business and industry, as well as particular knowledge of the newly acquired HFF business.

Other Public Company Boards

Current: KKR Real Estate Finance Trust, a real estate finance company (since 2017), RREEF Property Trust, Inc., a non-traded REIT (since 2012), THL Credit Inc., a business development company (since 2015). Prior within last five years: HFF, Inc. (2007- 2019).

	Siddharth (Bobby) Mehta Age: 62 Director since 2019 Committees: Audit Nominating and Governance

Martin H. NesbittProfessional, Leadership and Service Experience

Mr. Mehta was President and CEO of TransUnion, a global provider of credit and information management services, from 2007 through 2012. Prior to that, he held various roles at multinational banking and financial services company HSBC, including CEO of HSBC North America Holdings and CEO of HSBC Finance Corporation. He serves on the boards of Entrust Datacard Corporation, a supplier of systems for secure identity and secure transaction solutions, and Avant, an online lending platform. He is also a member of the non-profit boards of the Field Museum and the Chicago Public Education Fund.

Skills and Attributes

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

Other Public Company Boards

Current: The Allstate Corporation (since 2014), Northern Trust Corporation (since 2019), TransUnion (since 2012). Prior within last five years: Piramal Enterprises Ltd., a global business conglomerate (2013-2020).

	Martin H. Nesbitt Age: 57 Director since 2011 Committees: Audit Nominating and Governance

Professional, Leadership and Service Experience

Mr. Nesbitt 55, has been a Director of JLL since March 2011. He is a nominee standing for election to our Board at the 2018 Annual Meeting. In January 2013, Mr. Nesbitt became thecurrently serves as Co-Chief Executive Officer of The Vistria Group, LLC, a private-equityprivate equity investment firm. From 2000 until then, Mr. Nesbitt served asUntil January 2013, he was President and CEO of PRGTPS Parking Management (known as Thethe Parking Spot), a Chicago-based owner and operator of off-airport parking facilities, thatwhich he conceived and co-founded in August 2000.co-founded. Prior to launching Thethe Parking Spot, heMr. Nesbitt was an officer of the Pritzker Realty Group, L.P., the real estate group for Pritzker family interests. Beforeand before that, Mr. Nesbitthe was a Vice President and Investment Manager at LaSalle Partners, one of the predecessor corporations to JLL. He is a member of the board of directors of Norfolk Southern Corporation, one of the premier rail transportation companies in the United States, and American Airlines Group, the holding company for American Airlines.Partners. Mr. Nesbitt is alsoChairman of the Board of the Barack Obama Foundation and a Trustee of Chicago’s Museum of Contemporary Art. He is the Treasurer for Organizing for America,

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the successor organization to Obama for America, a project of the Democratic National Committee, and is also the Chairman of the Barack Obama Foundation, the foundation created in January 2014 to establish the Barack Obama Presidential Library and Museum, among other things. He has previously been a member of the board of directors of the Pebblebrook Hotel Trust, a real estate investment trust and aformer member of The University of Chicago Laboratory School Board. Mr. Nesbitt has an M.B.A. fromBoard and the University of Chicago and both a Bachelor’s degree and an honorary doctorate degree from Albion College, Albion, Michigan.

Sheila A. PenroseMs. Penrose, 72, has been a Director of JLL since May 2002 and has been theformer Chairman of the Board since January 1, 2005. She isof the Chicago Housing Authority.

Skills and Attributes

Mr. Nesbitt brings significant experience in real estate and investment management. As co-founder and chief executive officer of an entrepreneurial real estate venture, he brings experience in strategic development and marketing, as well as the execution of business plans. Additionally, Mr. Nesbitt’s urban, cultural and community activities enrich the Board’s oversight of JLL’s corporate social responsibility and diversity initiatives.

Other Public Company Boards

Current: American Airlines Group, Inc. (since 2015), CenterPoint Energy, Inc., an electric and natural gas utility (since 2018). Prior within last five years: Norfolk Southern Corporation, a nominee standing for electionpublic rail transportation company (2011-2018).

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Back to our BoardContents

	Jeetendra (Jeetu) I. Patel Age: 48 Director since 2019 Committees: Audit Nominating and Governance

Professional, Leadership and Service Experience

In 2017, Mr. Patel became the Chief Product Officer and Chief Strategy Officer at Box, Inc., a leading enterprise cloud content management platform. From 2015 to 2017, Mr. Patel was the 2018 Annual Meeting. Chief Strategy Officer and SVP of Platform at Box, Inc., where he led the creation of the Box Platform business unit, overseeing product strategy, marketing and developer relations. Before joining Box, Inc., from 2010 to 2015 Mr. Patel was General Manager and Chief Executive of the Syncplicity business unit of EMC Corporation, a developer and seller of data storage and data management hardware and software.

Skills and Attributes

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

	Sheila A. Penrose Age: 74 Director since 2002 Chairman of the Board since 2005 Committees: Nominating and Governance (Chair) Audit Compensation      ★

Professional, Leadership and Service Experience

Ms. Penrose served as an Executive Advisor to The Boston Consulting Group from January 2001 tountil her retirement in December 2007. In September 2000, Ms. Penrose retired fromShe was President, Corporate and Institutional Services, of Northern Trust Corporation, a bank holding company and a global provider of personal and institutional financial services after more than 23 years of service. While at Northern Trust, firm, from 1994 until 2000.

Skills and Attributes

Ms. Penrose servedprovides a depth of experience in client relationship management, all aspects of corporate finance and banking relationships, enterprise risk management, executive compensation, and international business transactions. Her experience with a management consulting firm enhances our Board’s oversight of strategic development activities, evaluation of M&A opportunities and succession planning. Her other public company board experience enhances her contributions to our Board’s consideration of governance issues and the functioning of our Nominating and Governance Committee. Ms. Penrose’s role as President of CorporateNon-Executive Chairman also gives her additional knowledge about JLL’s services and Institutional Servicesstaff that is useful to our Board’s deliberations.

Other Public Company Boards

Current: McDonald’s Corporation (since 2006).

	Ann Marie Petach Age: 59 Director since 2015 Committees: Audit (Chair) Nominating and Governance    ★

Professional, Leadership and Service Experience

Since October 2018, Ms. Petach has been in a full-time position as Senior Advisor to the CFO at Google, Inc., where she had been working in an advisory capacity as a member of the Management Committee. Ms. Penrose is a member of the board of directors of McDonald’s Corporation, the world’s leading foodservice retailer. Ms. Penrose previously served on the board of directors of eFunds Corporation, a provider of integrated information and payment solutions, Nalco Chemical Corp., a specialty chemicals provider, and Entrust Datacard Group, a supplier of systems for secure identity and secure transaction solutions. Ms. Penrose serves on both the steering committee of the Community of Chairmen and the advisory board of the Education, Gender and Work initiative of the World Economic Forum, on the board of the Chicago Council on Global Affairs, and as a founding member of the US 30% Club. Ms. Penrose received a Bachelor’s degree from the University of Birmingham in England and a Master’s degree from the London School of Economics. She also attended the Executive Program of the Stanford Graduate School of Business. In 2010, Ms. Penrose was inducted into the Chicago Business Hall of Fame and in 2014 was named a finalist for Chairman of the Year by NYSE Governance Services.

Ann Marie PetachMs. Petach, 57, has been a Director of JLLfixed-term employee since May 2015. She is a nominee standing for election to our Board at the 2018 Annual Meeting. From 2007 until 2014, Ms. Petach was a senior leader at BlackRock, Inc., the world’s largest investment management firm, managing over $4.6 trillion of assets on behalf of governments, companies, foundations, and millions of individuals globally. Mostmost recently Ms. Petach was theas co-head of USU.S. Client Solutions and prior to that she was theas Chief Financial Officer of BlackRock. Beginning in 2017, she became an advisor at Google, Inc., workingOfficer. She has served on special projects. Prior to joining BlackRock in 2007, Ms. Petach was Vice President, Treasurer at Ford Motor Company, where she worked for the firm in the US, Europe, and South America over a period of 23 years. Ms. Petach is currently a member of the board of directors of certain of BlackRock’s affiliated companies, and she is a trustee, secretary, and treasurer of the Financial Accounting Foundation. Ms. Petach earned a B.A. degree in business and Spanish from Muhlenberg College in 1982 and a MSIA degree from Carnegie Mellon University in 1984.

Shailesh RaoMr. Rao, 46, has been a Director of JLL since September 2013. He is a nominee standing for election to our Board at the 2018 Annual Meeting. From 2012 until July 2016, Mr. Rao was the Vice President for Asia Pacific, Latin America and Emerging Markets at Twitter, Inc., the global on-line social networking service. Before joining Twitter, Mr. Rao served for seven years in a number of roles,boards for BlackRock-related entities.

Skills and Attributes

Ms. Petach brings financial acumen within the international arena, including Managing Director for India at Google Inc.,with respect to currency exchange matters and relationships with banks and investment banks. She also brings strategic and operational perspectives, including with respect to client relationships, compliance, and the global technologydeployment of capital. Moreover, she has experience with corporate disclosure and investor relations that inform our Board’s oversight of the securities regulatory aspects of a public company focused on search, operating systems, and platforms. Mr. Rao earned the prestigious Google Founder’s Award for his role in the development of Google Mapsengagement with shareholders.

	Christian Ulbrich Age: 53 Director since 2016 Committees: None

Professional, Leadership and Google Earth. He also played a leadership role in the growth of Google’s YouTube business globally as Vice President for the YouTube and Display businesses across Asia Pacific. Mr. Rao has dual undergraduate degrees in Economics from The Wharton School and History from the University of Pennsylvania and an M.B.A. from the Kellogg School of Management.Service Experience

Current Director Standing for Re-Election Who Is Also a Corporate Officer

Christian UlbrichMr. Ulbrich 51, has been the Chief Executive Officer and President of JLL since October 2016. He is also the Chairman of our Global Executive Board. From June 2016 through September 2016, Mr. Ulbrich was President of JLL, having previously served as the Chief Executive Officer for our Europe, Middle East and Africa (EMEA) business segment since January 2009. Mr. Ulbrich was first elected to our Board at the 2016 Annual Meeting of Shareholders. He is a nominee standing for election to our Board at the 2018 Annual Meeting. From April 2005 through December 2008, he was the Managing Director of JLL’s German business. Prior to that, Mr. Ulbrich was the Chief Executive Officer of the HIH group of companies headquartered in Hamburg, Germany and part of M.M. Warburg Bank. For the ten years prior to that, he held various positions within German and international banks. Mr. Ulbrich ishas been a member of the board of directorsSupervisory Board of Vonovia SE, Germany’sEurope's largest residential real estate company. He has a Diplom Kaufmann degree in Business Administrationcompany, since 2014.

Skills and Attributes

Our Board benefits from Mr. Ulbrich’s 14 years of experience at JLL, seven of which were as the UniversityCEO of Hamburg.

Additional Corporate Officers

Richard BloxamMr. Bloxam, 46, has been Global Chief Executive Officer Capital Markets of JLL since October 2016. He isour EMEA business, and as a member of our Global Executive Board.Board—particularly with respect to strategy, operations, the nature of our business and geographies and our client relationships, as well as his experience managing an integrated business in a multi-cultural environment. His previous chief executive and other management roles with financial institutions provide important perspectives on organizational leadership and on client needs and perspectives. Mr. Bloxam was formerlyUlbrich’s current service on the headBoard of Capital Markets for JLL in EMEA from 2012. Prior to that, Mr. Bloxam served in various capacities for JLL, including Heada major German public company, Vonovia SE, contributes comparative insights on corporate governance and organization.

The Board recommends a vote FOR the election of Pan European Capital Markets, Headeach of Retailthese nominees as Directors.

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Capital Markets Central & Eastern Europe (Austria),Any shareholder recommendations for individuals to be considered as potential nominees must be in writing and Head of Retail in Hungary. Mr. Bloxam holds a BSc fromshould include the University of Exeter, a post graduate diploma from SouthBank University in Estate Managementcandidate’s name, age, business address, principal occupation and is a Member of the Royal Institution of Chartered Surveyors.

Louis F. BowersMr. Bowers, 35, has been the Global Controller and Principal Accounting Officer of JLL since August 2015. He previously served as Director of Accounting Policy of the Company from September 2014. Prior to that, Mr. Bowers served in various positions, including Vice President and Controller at Retail Properties of America, Inc. from June 2011 to September 2014, and Manager — Audit, Real Estate at KPMG LLP from September 2005 to June 2011. Mr. Bowers is a Certified Public Accountant and holds a B.S. in Accountancy from the University of Illinois at Urbana-Champaign.

Grace T. ChangMs. Chang, 45, has been the Managing Director of Global Corporate Finance and Investor Relations of JLL since November 2015. Prior to joining JLL, she served as Managing Director at GE Capital Real Estate both in the United States and Asia from 2005 through 2014 where she held key commercial leadership roles, leading the development and growth of the Asia investment management business and prior to that, business development and global commercial market strategyqualifications for real estate investments. During the period between 1995 and 2005, she served in finance positions of increasing responsibility within the GE and GE Capital units in the United States and Asia Pacific including CFO, financial planning and analysis, corporate mergers, and acquisition integration. Ms. Chang has a B.A. in Economics from the University of California, Berkeley.

Anthony CouseMr. Couse, 52, has been the Chief Executive Officer for our Asia Pacific business since June 2016. He is a member of our Global Executive Board. Mr. Couse was previously the Managing Director of our Shanghai and East China business from January 2006. Prior to that, he was based in our Hong Kong business from 1993 where he held positions of increasing responsibility, including head of our Agency business for Asia. In 1989, Mr. Couse joined Jones Lang Wootton, one of the predecessor entities to JLL, based in the Company's London office. Mr. Couse graduated from the University of London with a Bachelor’s Degree in Biology. He is also a Fellow of the Royal Institution of Chartered Surveyors.

Bryan J. DuncanMr. Duncan, 48, has been the Global Treasurer of JLL since August 2015. He previously served as Assistant Treasurer of the Company from September 2005. Prior to that, Mr. Duncan served in various positions within the Treasury Department of the Company from September 1999. Prior to joining the Company, Mr. Duncan served as Senior Manager — Investment Management Services and various other positions at KPMG LLP from September 1991. Mr. Duncan is a Certified Public Accountant and holds a B.S. in Accountancy from Illinois State University and an M.B.A. from the University of Chicago.

John ForrestMr. Forrest, 47, is the Global and Americas Chief Executive Officer for our Corporate Solutions business and Chairman of our Global Corporate Solutions Board. He is a member of our Global Executive Board. Mr. Forrest has spent his entire career with JLL, beginning as a management trainee in our Australia business and for more than twenty years has assumed roles of increasing responsibility in different locations globally, including within our corporate real estate services, tenant representation, property management, fund management, and workplace strategies businesses. Before re-locating to the United States for his current role, he was previously the Chief Executive Officer of our Corporate Solutions business in Asia Pacific. Mr. Forrest has a Bachelor’s Degree in Land Economics from the University of Western Sydney and an M.B.A. from Macquarie University.

Allan FrazierMr. Frazier, 65, has been Global Chief Information Officer of JLL since September 1, 2017, and prior to that was Head of Data and Information Management and Chief Data Officer of JLL from January 2014. Prior to joining JLL, from March 2003 to January 2014, Mr. Frazier served in roles of increasing responsibility and ending as Executive Vice President and Global Head of Data and Information Management for HSBC Holdings plc, the global banking organization, and before then at other major financial institutions for which he developed and oversaw data management teams in most major markets across the Americas, Asia Pacific, and Europe/Middle East. Mr. Frazier has a Bachelor’s degree in Quantitative Geography from The University of California at Berkeley and a Master’s Degree in Economic Geography from San Francisco State University.

Guy GraingerMr. Grainger, 50, has been the Chief Executive Officer for our Europe, Middle East, and Africa business segment since June 2016. He is a member of our Global Executive Board. Mr. Grainger was previously the Chief Executive Officer of our UK business and prior to that the Lead Director of our UK Retail business. He joined JLL in 2008 following the acquisition of Churston Heard. Prior to that, Mr Grainger spent 25 years in the retail sector working with some of the largest retailers in the world. He holds a BSc (Hons) degree in Valuation and Estate Management from University of West England and is a member of the Royal Institution of Chartered Surveyors. He is also an alumnus of London Business School Senior Executive Programme.

Jeff A. JacobsonMr. Jacobson, 56, has been Chief Executive Officer of LaSalle Investment Management, JLL’s investment management business segment, since January 2007. He is a member of our Global Executive Board. From 2000 through 2006, he was Regional Chief Executive Officer of LaSalle Investment Management’s European operations. From 1998 to 2000, Mr. Jacobson

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was a Managing Director of Security Capital Group Incorporated. During the period between 1986 and 1998, he served in positions of increasing responsibility with LaSalle Partners, one of the predecessor corporations to JLL. Mr. Jacobson graduated from Stanford University, where he received an A.B. in Economics and an A.M. from its Food Research Institute.

James S. JasionowskiMr. Jasionowski, 59, has been Executive Vice President, Chief Tax Officer of JLL since January 2007. He was Executive Vice President, Director of Tax, from April 2002 to December 2006. From October 2001 to March 2002, he served as Managing Director within the Structured Finance Group of General Electric Capital Corporation. He also served as Executive Vice President and Director of Tax of Heller Financial, Inc., a commercial finance company, from September 1997 through December 2001, and as Vice President and Tax Counsel of Heller Financial from May 1993 through August 1997. Prior to that, he held a variety of positions within the tax practice of KPMG LLP from August 1985 through May 1993, ending as Senior Manager, Tax. He held a variety of positions with Jewel Companies, Inc., from June 1981 through July 1985. Mr. Jasionowski has a B.S. in Accountancy from Northern Illinois University, where he was also a University Scholar, and a J.D. from IIT Chicago Kent College of Law.

Christie B. KellyMs. Kelly, 56, has been Executive Vice President and Chief Financial Officer of JLL since July 2013. She is a member of our Global Executive Board. Before joining JLL, from 2009 she served as the Chief Financial Officer of Duke Realty Corporation, a leading U.S. real estate investment trust specializing in the ownership, management, and development of bulk industrial facilities, medical office properties, and suburban office buildings. Prior to joining Duke Realty, Ms. Kelly served as Senior Vice President of the Global Real Estate Group at Lehman Brothers, the investment banking firm, from 2007 to 2009. She spent most of her early career at General Electric, holding a variety of finance and operational leadership roles in the United States, Europe, Asia, and globally for GE Real Estate, GE Capital, GE Corporate Audit and GE Medical Systems. During her time at GE, responsibilities included financial leadership in Europe and Asia, mergers and acquisitions, supply chain leadership, six sigma, and enterprise risk management. She is a member of the board of directors of Kite Realty and Park Hotels, and was previously a member of the board of directors of the National Bank of Indianapolis. Ms. Kelly is on the board of trustees of the Butler University Business School. Ms. Kelly has a B.A. in Economics from Bucknell University.

Patricia MaxsonDr. Maxson, 59, has been Executive Vice President, Chief Human Resources Officer of JLL since March 2012. She is a member of our Global Executive Board. From December 2007 until she joined JLL, she served as Vice President, Human Resources for Merck Research Labs at Merck & Co., Inc. From 1988 to 2007, Dr. Maxson held a variety of positions at Rohm and Haas Co., a specialty chemical company, initially as a chemist in the research organization and moving into human resources in 1999. Immediately prior to joining Merck, she served as the Rohm and Haas Human Resources Director for Europe. Dr. Maxson has a B.S. in Chemistry from Michigan State University, a Ph.D. in Chemistry from the University of California, Berkeley, and an M.A. in Clinical Psychology from The Fielding Graduate Institute.

Gregory P. O’BrienMr. O’Brien, 56, has been the Chief Executive Officer for our Americas business segment since January 2014. He is a member of our Global Executive Board. Mr. O’Brien was previously the Chief Executive Officer of our Americas Markets Solutions business and prior to that the Chief Executive Officer of our Americas Brokerage business. He was the Chief Executive Officer of The Staubach Company prior to its merger with JLL in 2008. Mr. O’Brien earned an M.B.A. from Harvard Business School after graduating from Tufts University with a B.S. in Electrical Engineering.

Mark J. OhringerMr. Ohringer, 59, has been Executive Vice President, Global General Counsel and Corporate Secretary of JLL since April 2003. From April 2002 through March 2003, he served as Senior Vice President, General Counsel and Secretary of Kemper Insurance Group, Inc., an insurance holding company. Prior to that, Mr. Ohringer served as General Counsel and Secretary of Heller Financial, Inc., a commercial finance company, from September 2000. He previously served as Chief Corporate Counsel and Deputy General Counsel of Heller Financial from March 1999 to September 2000Board membership, as well as evidence the proposed nominee consents to serve as a Director if elected. All candidates recommended by shareholders will be considered in the same manner as any other roles withincandidate. For more information, see “What is the legal function fromdeadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors?” on page 69.

Proxy access

Our “Proxy Access for Director Nominations” bylaw permits a shareholder, or a group of up to 20 shareholders, owning at least 3% of JLL’s outstanding common stock continuously for at least three years, to nominate and include in our proxy materials one or more Director nominees, constituting up to two individuals or 20% of the time he joinedBoard (whichever is greater). Shareholders who wish to nominate a candidate to be included in December 1993. Priorour proxy materials should review all the requirements prescribed by Article III, Section 15 of JLL’s By-Laws, which are available on the Investor Relations page of our website at www.ir.jll.com. For more information, see “What is the deadline to joining Heller Financial, Mr. Ohringer waspropose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors?”on page 69.

Majority voting

In an uncontested election (where the number of board seats equals the number up for election), each Director is elected by a Partnermajority of the votes cast with respect to the Director at any meeting at which a quorum is present. A majority of the law firmvotes cast means that the number of Winston & Strawn LLP.shares voted “for” a Director must exceed the number of votes cast “against” that Director (with abstentions and broker non-votes not counted as votes cast). In 2012, he was named by Corporate Board Member as onethe event of America’s Top General Counsel and in 2011a contested election, Directors will be elected by the Ethisphere Institute as onevote of a plurality of the world’s 100 Most Influential Peopleshares represented in Business Ethics. Mr. Ohringer hasperson or by proxy at any such meeting and entitled to vote on the election of Directors.

In the event an incumbent Director fails to receive a B.A.majority of the votes cast in Economics from Yale Universityan uncontested election, such Director must promptly tender a resignation to the Board. The Nominating and Governance Committee (or another committee designated by the Board) must make a J.D. from Stanford Law School.recommendation to the Board whether to accept or reject such resignation, or whether other action should be taken. The Board must act on the resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose its decision (and, if such resignation is rejected, the rationale behind the decision) within 90 days following certification of the election results. The Nominating and Governance Committee in making its recommendations, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The Director who tenders a resignation will not participate in these deliberations. If such incumbent Director’s resignation is not accepted by the Board, the Director will continue to serve until the next annual meeting and until a successor is duly elected, or his or her earlier resignation or removal.

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

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

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Judith I. TempelmanMs. Tempelman, 40, has been Global Head of Corporate Development for JLL since November 2016. Previously, Ms. Tempelman was Chief Human Resources Officer for JLL in the Europe, Middle EastKey governance documents and Africa region. Before that, she was based in the JLL Singapore office, where she was Asia Pacific Head of Organizational Development. Prior to joining JLL in 2010, Ms. Tempelman worked as a strategy consultant at Boston Consulting Group, advising global energy, financial services and consumer products companies on strategic and transformation matters. Earlier in her career, she held commercial roles at Royal Dutch Shell and Heineken NV. Ms. Tempelman has B.A. and M.A degrees in Organization & Management Science from the Free University of Amsterdam.

Section 16 Reporting Officers

We have designated the following current Corporate Officers as “Officers” for purposes of reporting under Section 16 of the Exchange Act:

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Our policies and practices reflect corporate governance initiatives that we believe comply with:

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

●

By-Laws;

our Corporate Governance Guidelines;Guidelines;

●

Charterscharters for each of our Audit, Nominating and Governance, and Compensation Committees;

●

the three standing Committees of our Board of Directors described below;

Statement of Qualificationsof for Members of the Board of Directors;

●

the complaint procedure for auditing and accounting matters; and

●

our Code of Business Ethics.Ethics.

These documents are all available athttp://www.jll.com/about/board-of-directors-and-governance. We will make any of this information available in print to any shareholder who requests it inby writing fromto our Corporate Secretary at the address of our principal executive office.

Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601.

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

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

Annual electionsof all Directors;

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

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

Majority voting in Director elections;

Proxy Access right;

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

Regular evaluation ofDirector compensation;

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

Executive sessionamong the Non-Executive Directors at each in-person meeting;

Director orientation and continuing education program; and

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

 

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Director independence

Information about the Board of Directors andOur Corporate Governance

The Board, whose members our shareholders elect annually, is theultimate decision-making body of the Company except with respect to those matters reserved to the shareholders either by applicable law, our Articles of Incorporation, or our By-Laws. Through its oversight, review, and counsel, the Board establishes and oversees the Company’s business and organizational objectives. The Board works with management to determine the Company’s long-term strategy. In doing so, the Board elects the Chairman of the Board, the Chief Executive Officer, and certain other members of the senior management team. Senior management is responsible for conducting JLL’s business under the oversight of the Board to enhance the long-term value and sustainability of the Company for the benefit of its shareholders. The Board acts as an advisor and counselor to JLL’s senior management and monitors the establishment of its corporate strategy and its performance relative to its strategic goals.

Director Independence

A Guidelines provide that a majority of our Board consists of independent Directors. All of the members of the Audit, Compensation, and Nominating and Governance Committees of our Board are independent Directors.

Having an independent board is a core element of our governance philosophy. must be independent. For a Director to be considered independent, the Board must determine that the Director does not have any direct or indirect material relationship with the Company. The Board observesJLL and meets all additional criteria for independence and experience established by the New York Stock Exchange (NYSE (including Rule 303A in its Listed Company Manual)). The Board also observes all criteria from our Corporate Governance Guidelines, which provide that a substantial majority of our directors will be independent.

The Board has determined that eachall of our Non-Executive Directors all of whom are currentindependent except Mr. Ulbrich, our Chief Executive Officer. All the members of our Board,the Board’s three standing committees are independent according to the criteria we describe above. These are the Directors we describe in this Proxy Statement as being Non-Executive Directors (meaning Directors we do not otherwise employ as Corporate Officers).

independent.

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

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

 

Board leadership structure

Our leadership structure separates our Chief Executive Officer and Chairman of the Board positions. We believe this approach is useful and appropriate for a complex and global organization such as ours, as it provides independent Board leadership and engagement while allowing our Chief Executive Officer to focus on his primary responsibility for managing JLL’s day-to-day operations.

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

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

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Chair Board meetings and encourage constructive engagement and open communications;

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

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

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Chair our annual shareholders’ meetings;

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Establish each Board meeting agenda, consulting with the Chief Executive Officer and the Global Chief Legal Officer, and ensure that the agenda and materials are complete and timely and address the key priorities;

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Represent JLL with clients and shareholders as required;

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

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Maintain regular and open dialogue with Board members between meetings.

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

Board committees

The Board has established the Audit, Nominating and Governance, and Compensation Committees to assist it in discharging its responsibilities. The number of meetings for each of these committees in 2019 and their primary responsibilities are listed on the next page. A complete list of the responsibilities of each committee can be found in the committee charters, which are available in the corporate governance section on the Investor Relations page of our website at www.ir.jll.com.

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

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Audit Committee  

	Members	The Audit Committee acts on behalf of the Board to monitor
	Ann Marie Petach (Chair) Matthew Carter, Jr. Bridget Macaskill Siddharth (Bobby) Mehta Martin H. Nesbitt Jeetendra (Jeetu) I. Patel Sheila A. Penrose NumberofMeetingsin2019:11 90% attendance by all members	● the integrity of JLL’s financial statements, ● the qualification, independence and performance of JLL’s independent registered public accounting firm, ● the performance of our internal audit function, and ● our compliance with certain legal and regulatory requirements. See also the “Audit Committee Report” on page 63. Our Board has determined that each member of our Audit Committee is “financially literate” as required by the NYSE. Our Board has also determined that Ms. Petach is an “audit committee financial expert” as defined by SEC rule.

Compensation Committee 

	Members	The Compensation Committee acts on behalf of the Board to
	Hugo Bagué (Chair) Samuel A. Di Piazza, Jr. Ming Lu Deborah H. McAneny Sheila A. Penrose NumberofMeetingsin2019:6 96% attendance by all members	● formulate, evaluate and approve the compensation of JLL’s Global Executive Board, ● oversee all compensation programs involving the use of JLL common stock, and ● approve performance goals for our Global Executive Board incentive compensation programs and review the extent to which those performance goals have been achieved at the end of each performance period. See also the “Compensation Committee Report” on page 44. The Board has determined that all Compensation Committee members are independent within the meaning of NYSE rules, including the heightened independence criteria for Compensation Committee members. All are “non-employee” directors under SEC rules and outsider directors under the Internal Revenue Code. CompensationCommitteeinterlocksandinsiderparticipation There are no Compensation Committee interlocks, and there is no insider participation on the Compensation Committee. Certain executive leaders attend meetings of the Compensation Committee in order to present information and answer questions.

Nominating and Governance Committee 

Members

The Nominating and Governance Committee acts on behalf of the Board to

As a policy matter, all of our Non-Executive Directors are automatically members of this committee. Ms. Penrose serves as Chair. NumberofMeetingsin2019:4 90% attendance by all members

● identify and recommend qualified candidates to be Director nominees and to fill vacancies on the Board occurring between annual meetings, ● recommend Directors to serve on each Board committee, ● review, recommend, and establish Director compensation programs, ● develop and recommend the Corporate Governance Guidelines, ● lead the annual review of the Board’s performance; and ● oversee the succession plan for the CEO and other members of the Global Executive Board.

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Director attendance

The full Board held 4 in-person meetings and 6 telephonic meetings during 2019. Each Director attended, in aggregate, at least 75% of all meetings (including teleconferences) of the Board and of any committee on which such Director served during the periods in which such Director served. Our Non-Executive Directors meet in executive session without management participation, either before or after every in-person Board meeting. The Chairman of the Board presides over these executive sessions. We strongly encourage all Board members to attend the Annual Meeting of Shareholders each year. All of our Directors on the Board at the time were present at our 2019 Annual Meeting of Shareholders.

Director orientation and continuing education

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

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

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

Our Directors also visit company offices in different cities as part of regularly-scheduled Board meetings. These visits typically include sessions with management, staff and clients.

Annual Board self-assessments and senior management evaluations

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

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The Board’s role in enterprise risk oversight

Successful management of our enterprise risks is critical to JLL’s long-term sustainability. Management is responsible for identifying and mitigating JLL’s enterprise risks, but the Board and its committees take active roles in overseeing that effort. In particular, the Board focuses on substantive aspects of management’s evaluation of enterprise risks and the efforts management is taking to avoid and mitigate them, including with respect to cybersecurity.

TheAuditCommittee focuses on the process management follows to continuously identify enterprise risks, and monitors the mitigation efforts management has established. The Audit Committee annually discusses with management the process that has been followed in order to establish an enterprise risk management report. This report reflects the then-current most significant enterprise risks that management believes JLL faces, the efforts management is taking to avoid or mitigate the identified risks, and how our internal audit function proposes to align its activities to avoid the identified risks.

TheCompensationCommittee monitors and discusses with management those risks that are inherent in our compensation programs. As a regular part of its deliberations, the Compensation Committee considers how the structure of our compensation programs will affect risk-taking, and the extent to which those programs drive alignment with JLL’s long-term success and the interests of our shareholders. The Compensation Committee comments on this aspect of our compensation program under “How we make compensation decisions” on page 33.

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

Shareholder engagement

Why we engage

Shareholder engagement is a core JLL practice that is a significant part of our ongoing dialogue with our stakeholders to ensure that existing and potential investors understand our key decisions and that we understand their priorities.

Key topics of engagement

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Global business strategy

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Corporate governance

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Human capital management and executive compensation

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ESG matters

2019 investor outreach

Our investor outreach program is a year-round process. During 2019, JLL provided institutional investors with a wide variety of opportunities to provide feedback through different channels by attending or hosting:

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Industry Conferences

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More than 200 one-on-one investor meetings and calls

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Group investor meetings

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Webcasts with leadership to provide updates on key developments including:

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Acquisition of HFF Inc. to outline the benefits of the strategic combination that resulted from our largest ever transaction, and

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JLL’s global sustainability framework, development goals, and progress to date

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Corporate sustainability

We partner with our stakeholders to drive innovative, impactful, sustainable change by embedding sustainability into everything we do.

Sustainability facilitates our ability to deliver long-term value to our shareholders, create productive, healthy spaces for our clients and employees, and energize our communities.

We’ve already achieved much to be proud of by meeting and exceeding our sustainability targets to date, but our vision is to do more to embed sustainability across the whole business.

We partner with our stakeholders to deliver sustainability through:

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

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

We are creating value by addressing our clients' real estate needs, enabling them to meet their broader business, strategic, operational and longer-term sustainability goals. With JLL managing 5 billion square feet of space globally for our clients — approximately 1100x the square footage that we ourselves occupy — our greatest opportunity for impact is with and through our clients.

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

JLL’s most recent Global Sustainability Report is available at https://www.us.jll.com/en/about-jll/our-sustainability-leadershipon the Sustainability page of our website. In the report you can find the latest information on JLL’s sustainability efforts including our Task Force for Climate-related Financial Disclosure reporting, our Sustainability Accounting Standards Board disclosures, progress with setting our Science-Based Targets and progress against our global sustainability goals.

Communicating with our Board

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

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Review and Approvalapproval of Transactionstransactions with Interested Persons

interested persons

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

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

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Our Directors, nomineesA Director, nominee for Director or Corporate Officers;executive officer;

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

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

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

 

BasedProhibition on the above criteria, we have described the reportable related party transactions with our beneficial owners of more than 5% of our Common Stock, Corporate Officers, and Directors in 2017 under “Certain Relationships and Related Transactions” with respect to (i) Generation Investment Management LLP, (ii) BlackRock, Inc., and (iii) The Vanguard Group.

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Non-Executive Chairman of the Board; Lead Independent Director

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

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

Chair Board meetings and encourage constructive engagement and open communications;

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

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

Chair our annualshareholders’ meetings;

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

Represent the Company with clients and shareholders as required;

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

Maintainregular and open dialogue with Board members between meetings.

The Board considers theelection of a Chairman annually, immediately following each Annual Meeting of Shareholders. In May 2017, the Board extended the term of Ms. Penrose’s appointment to the date of the 2018 Annual Meeting of Shareholders, at which time the Board will re-evaluate whether to further extend her appointment.

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

insider trading, pledging or hedging

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

Director Orientation and Continuing Education

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

Annual Board Self-Assessments and Senior Management Assessments

Our Boardannually conducts a self-evaluation to determine whether it and its Committees are functioning effectively and how they might enhance their effectiveness.

The Board alternates between written and interview approaches for its self-assessments. In 2017, the Board conducted its self-evaluation using the written survey approach and in 2018 using interviews.

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Policy on Trading Stock; Policy Against Pledging or Hedging Stock

We have an insider trading policy which prohibits all directors, employees, officers, directors and agents from engaging in any speculative transactions in our securities. The policy requiresprovides that all Directors, the Corporate Officers listed in this Proxy Statement,members of our Global Executive Board, selected senior leaders, and certain other designated individuals (1)members of their immediate families must pre-clear all trades in JLL stock with our General CounselGlobal Chief Legal Officer, and (2)they, together with other designated employees, may not trade during designated “blackout periods” except“blackout periods” (except under approved SEC Rule 10b5-1 trading plans.plans).

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

Board Meetings During 2017

The full Board of Directors heldfour in-person meetings and two telephonic meetings during 2017. Each Director who held such position during 2017 attended, in aggregate, at least 75% of all meetings (including teleconferences) of the Board and of any Committee on which such Director served during the course of his or her membership on the Board or such Committee. Our Non-Executive Directors meet in executive session without management participation during every in-person Board meeting.

Standing Board Committees

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

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

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

The number of meetings (including teleconference meetings) each Committee held during 2017.

Director Name	Audit Committee	Compensation Committee	Nominating and Governance Committee
Hugo Bagué	—	✔	✔
Samuel A. Di Piazza, Jr.	—	✔	✔
Dame DeAnne Julius	—	✔	✔
Ming Lu	—	Chairman	✔
Bridget Macaskill	✔	—	✔
Martin H. Nesbitt	✔	—	✔
Sheila A. Penrose	✔	✔	Chairman
Ann Marie Petach	Chairman	—	✔
Shailesh Rao	—	✔	✔
Number of Meetings During 2017 (Including teleconferences):	9	7	4

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

Each Committee has authority to engage legal counsel or other advisors and consultants as it deems appropriate to carry out its responsibilities. Below is a description of each Committee’s responsibilities.

The Audit Committee

Ms. Petach (Chairman), Mmes. Macaskill and Penrose, and Mr. Nesbitt served as members of our Audit Committee during the entire year of 2017.

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

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

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

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

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

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

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

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

Discuss with Company management the responsibility of Company management to (1) comply with Company hiring policies for current or former employees of the independent auditor who were engaged in the Company’s account and (2) evaluate whether persons to be hired by the Company qualify as legal hires for purposes of complying with the rules under the Sarbanes Oxley-Act of 2002;

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

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

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

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

The Compensation Committee

Messrs. Lu (Chairman), Bagué, Piazza, and Rao, and Mmes. Julius and Penrose, served as members of the Compensation Committee during the entire year of 2017.

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

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

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

Review and recommend any equity-based plans, which includes the ability to adopt, amend and terminate such plans. The Committee shall also have the authority to administer the Company’s equity-based plans, including designation of the employees to whom the awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan. The Committee shall also develop, approve and review, as applicable, the Company’s director and executive stock ownership guidelines;

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

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

Review and discuss with management the Company’s “Compensation Discussion and Analysis” and oversee the preparation of the Compensation Committee report in the Company’s Proxy Statement summarizing the compensation levels of the CEO and other members of the Global Executive Board;

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

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

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

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

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

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

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

 

Compensation Committee Interlocks and Insider Participation.There areno Compensation Committee interlocks, and there is no insider participation on the Compensation Committee. Certain executive officers attend meetings of the Compensation Committee in order to present information and answer questions of the members of the Compensation Committee.

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

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

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

For positions that are(1) oriented more toward longer-term client relationship businesses (such as in our corporate outsourcing businesses) or are in certain markets for revenue-generating brokers where local practices dictate, (2) leadership, operational, or transaction management roles within business units, markets, or teams rather than direct revenue-producing roles, or (3) internal staff positions (such as in marketing or human resources), we provide base salaries and then shares in annual incentive pools that are determined from different combinations of overall corporate or business unit financial results, achievement of key performance indicators on individual client accounts, client survey results, and achievement of individual performance goals. In certain circumstances, these positions are eligible for long-term incentive plans where the awards are frequently settled in stock.

In ourLaSalle Investment Management business, we use base salaries and annual incentive pools that relate to overall global performance of the business as well as the achievement of individual objectives relating to specific performance of investments, fund raising, and other metrics and activities that support the success of the business. The long-term incentive plan for the senior leadership of the business is funded primarily by incentive fees.

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

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

Where we use them, our restricted stock programs are designed to promote behaviors that are aligned with the longer-term interests of our shareholders.

The Nominating and Governance Committee

Mmes. Penrose (Chairman), Julius, Macaskill and Petach, and Messrs. Bagué, Di Piazza, Lu, Nesbitt, and Rao served as members of the Nominating and Governance Committee during the entire year of 2017. As a policy matter, all of our Non-Executive Directors are automatically members of this Committee.

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

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

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

Periodically review the compensation paid to Non-Executive Directors for their services as members of the Board and its Committees, evaluate such compensation paid to Non-Executive Directors against the Company’s director compensation limits, and make recommendations to the Board for any appropriate adjustments;

Review and oversee the annual Board and Compensation Committee evaluation process and make applicable recommendations;

Develop and recommend to the Board for approval a succession plan for the CEO and other members of the Global Executive Board;

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

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

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

Oversee Company’s policies for review and approval of related party transactions, and review, approve and oversee any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K) on an ongoing basis.

The Board’s Role in Enterprise Risk Oversight

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

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

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

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

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

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

Nominations Process for Directors

Identifying and Evaluating Nominees for Directors

The Nominating and Governance Committeeemploys a variety of methods to identify and evaluate nominees for Director. The Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Committee would consider various

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

Director Qualifications; Diversity Considerations; Director Tenure

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

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

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

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

The following charts reflect the tenure and independence of our 2018 director nominees. Our directors’ tenure is well-distributed to create a balanced Board, which contributes to a rich dialogue representing a range of perspectives. All of our Non-Executive Directors are independent.

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Director Nominee Selection Process

The Nominating and Governance Committeewill consider properly submitted nominations of candidates for membership on the Board as described above. Nominees may be suggested by directors, members of management, shareholders or, in some cases, by a third-party firm.

The Nominating and Governance Committee considers a wide range of skills when assessing potential director nominees. Any candidates recommended should meet the Director qualifications as described above in the section “Director Qualifications; Diversity Considerations; Director Tenure.” The Committee will also assess how each potential nominee would impact the skills and experience in the context of the Board’s overall composition and the Company’s current and future needs.

Shareholder-Recommended Director Candidates

Any shareholder recommendations for individuals to be considered by the Committee should include the nominee’s name, age, business address, principal occupation and qualifications for Board membership and evidence of the consent of the proposed nominee to serve as a Director if elected. Shareholders must submit recommendations in writing to the attention of our Corporate Secretary at the address of our principal executive office set forth above. Shareholder recommendations for election at the 2019 Annual Meeting should be delivered to the Corporate Secretary at our principal executive office by no later than December 22, 2018. All candidates recommended by shareholders will be considered by the Committee in the same manner as any other candidate.

Shareholder-Nominated Director Candidates

In March 2018, our Board adopted a “Proxy Access for Director Nominations” bylaw after engaging with a number of our shareholders. The proxy access bylawpermits a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Company’s outstanding Common Stock continuously for at least three years as of the date of the notice of nomination, to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareholder and nominee satisfy the requirements under Article III, Section 15 of the By-Laws. Shareholder nominations under the proxy access bylaw for election at the 2019 Annual Meeting should be delivered to the Corporate Secretary at our principal executive officeby no later than December 22, 2018 and no earlier than November 22, 2018.

Majority Voting for Directors

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

In the event an incumbent Director fails to receive a majority of the votes cast in an election that is not a Contested Election, such incumbent Director must promptly tender his or her resignation to the Board. The Nominating and Governance Committee of the Board (or another Committee designated by the Board under the By-Laws) must make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board must act on the resignation, taking into account the Committee’s recommendation, and publicly disclose (by a press release and filing an appropriate

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disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The Committee in making its recommendations, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The Director who tenders his or her resignation will not participate in the recommendation of the Committee or the decision of the Board with respect to his or her resignation. If such incumbent Director’s resignation is not accepted by the Board, the Director will continue to serve until the next Annual Meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

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

Calling for Special Shareholders’ Meetings

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

Non-Executive Director Compensationcompensation

How we determine Director compensation

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

We use acombination of cash and stock-based compensation for the members of our Board. The Committee seeksstock to provide compensation to our Non-Executive Directors that is:

●

Aligned with the interests of our shareholders, in part by emphasizing equity compensation over cash;

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

●

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

●

Commensurate with theCompetitive based on compensationpaid to directors at other firms under broadly similar circumstances.

Annually, theThe Nominating and Governance Committee gathers data on board compensation from various studies that are published by independent non-profit organizations (for example, the National Association of Corporate Directors) and recruiting or compensation consulting firms, (for example, Spencer Stuart and Frederic W. Cook & Co., Inc.). For comparison purposes, the Committee then usesfocuses on the studies and data that appear to be most relevant and most closely aligned with JLL’s circumstances. In particular, the Company’s own circumstances. TheNominating and Governance Committee gathers data for those companies in the peer groups that are also usedthe Compensation Committee uses as comparisons for executive compensation. (For more information on the compensation peer groups, see “How we make compensation decisions,” which begins on page 33.) The Board also periodically engages an external compensation consultant to benchmark non-executive director compensation and to make recommendations on appropriate compensation packages generally in line with median compensation offered at peer companies.

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

Board retainers;

●

total mix of compensation;

Cash versus equity compensation;

●

board retainers and meeting fees;

Compensation

●

compensation for serving on committees and for chairing committees;

●

equity ownership guidelines;

●

equity vehicles used and vesting schedules; and

●

Equity ownership guidelines and compensation for non-executive chairmen.Non-Executive Chairman.

Based upon an internal guideline,guidelines, the Nominating and Governance Committee then seeks to make any adjustment to the overall compensation program deemed necessary to satisfy the above criteria approximately every other year. In orderNo adjustments were made to determine the overall compensation ofprogram for our Chairman of the Board, our Committee meetsNon-Executive Directors in executive session, led by the Chairman of our Compensation Committee, without our Chairman of the Board being present.

2019.

In consideration of emerging corporate governance best practices, our Board has established a limit on the amount of equity and cash compensation that can be paid to a Non-Executive Director of the Company in a calendarsingle year. The compensation limits, as described more fully in our 2017 Stock Award and Incentive Plan,Plans, provide that the total annual compensation for any fiscal year for non-employeeNon-Executive Directors will be limited to $750,000, which the Board believes is a meaningful limit on total Director compensation. This limit is inclusive ofincluding the value of both the annual cash retainer(s) and the grant date fair value of the annual equity award. The Board believes this is a meaningful limit.

 

We have established a “stewardship” approach

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Director compensation ofamounts for 2019

2019 compensation for our Non-Executive Directors whereby we do not pay individual meeting fees. Accordingly,consisted of three components:

AnnualCashRetainer	● Each Director — $75,000 ● Chairman of the Board — additional $140,000 Paidinequalquarterlyinstallments
AnnualGrantofRestrictedStockUnits	● Valued at $145,000 (in addition to retainers) Asdescribedbelow
AnnualRetainerforCommitteeChairorMember	● Audit Committee Chair — $25,000 ● Compensation Committee Chair — $25,000 ● Nominating and Governance Committee Chair — $10,000 ● Audit Committee member (other than chair) — $10,000 ● Compensation Committee member (other than chair) — $10,000 ● Nominating and Governance member (other than chair) — $5,000 Paidannuallyinthirdquarter

Ms. Penrose receives an additional annual retainer as Chairman of the Board in consideration of undertaking the responsibilities and time commitments associated with that position. In order to determine that compensation, the Nominating and Governance Committee previously determined that,effectivemeets in executive session, without Ms. Penrose being present. In 2019, the day after the 2016 Annual Meeting the compensation for Non-Executive Directors would beNominating and Governance Committee set Ms. Penrose's additional annual retainer as follows:$140,000 in cash.

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

An annual grantThe number of restricted stock units in an amount equal to$145,000, with the number of restricted stock unitsawarded each year is based on the closing price of our Common Stockcommon stock on the grant date, which ishistorically has been the day after the Annual Meeting. Subject to continued service on the Board, half of the restricted stock units will vest on the 18-month anniversary of the grant date of grant and the other half will vest on the third anniversary.

In addition Upon the termination of a Non-Executive Director’s service to the above amounts:

TheChairman ofBoard, restricted stock units awarded vest in full, in part, or become completely forfeited as the Audit Committee will receive an annual retainer of $25,000;

TheChairman ofBoard or the Compensation Committee will receive an annual retainer of $25,000;

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

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

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

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

Restricted stock unit awards continue to vest according to their original schedules in the event of the death or disability of a Non-Executive Director. They become fully vested ifcircumstances for the Non-Executive Director retires, isDirector’s leaving the Board including, but not re-nominated, or islimited to, conflict of interest, timing of exit and tenure, attendance, and performance and contribution to the Board.

We do not re-elected by the shareholders. If a Non-Executive Director resigns or is terminated for cause, he or she forfeits all remaining unvested awards.

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

We do not pay any Directors’ feesprovide perquisites to our Non-Executive Directors. Directors who are also officers or employees of JLL (currently Christian Ulbrich).

We do not provide perquisites to our Non-Executive Directors.receive any additional compensation for serving on the Board.

We permit Non-Executive Directors tomay elect to receive and defer shares of our Common Stock in lieu of any or all of their cash retainers as JLL common stock, with the number of shares determined on a quarterly basis based on the closing price of our Common Stockcommon stock on the last trading day of eachthe immediately preceding quarter. Messrs. Bagué and Di Piazza eachNon-Executive Directors may also elect to defer distribution of the shares they have elected to receive all or part of their 2017 retainers in deferred stock rather than cash.receive.

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

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

Ms. Penrose has in the past deferred certain portions of her cash compensation into the Deferred Compensation Plan.

Compensation for Our Chairman of the Board

As a Non-Executive Director who was elected to the position of Chairman of the Board effective January 1, 2005,Ms. Penrose receives an annual retainer in addition to the foregoing amounts in consideration of undertaking the responsibilities and time commitments associated with that position as the Board has established it. The Chairman’s annual retainer for 2018 is$140,000 in cash, payable quarterly.

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

 

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Non-Executive Director Compensationcompensation for 2017

2019

The following table provides information about the compensation we paid to our current Non-Executive Directors in respect offor their services during 2017:2019. Dame DeAnne Julius retired from the Board in May 2019. Mr. Patel joined the Board in May 2019. Ms. McAneny and Mr. Mehta joined the Board in July 2019. Mr. Ulbrich does not receive compensation for his service on the Board.

Name		Fees Earned or Paid in Cash(1)				Stock Awards(2)				Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non-Qualified Deferred Compensation Earnings		All Other Compensation(3)				Total				Fees Earned or Paid in Cash(1)	Stock Awards(2)		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation(3)		Total
Hugo Bagué			—			$	235,000			—		—		—		$	5,181			$	240,181			$0	$250,000		—		—		—		$6,682		$256,682
Samuel A. Di Piazza Jr.			—			$	235,000			—		—		—		$	2,335			$	237,335
Matthew Carter, Jr.																								$90,000	$145,000		—		—		—		$0		$235,000
Samuel A. Di Piazza, Jr.																								$0	$235,000		—		—		—		$3,331		$238,331
Dame DeAnne Julius		$	90,000			$	145,000			—		—		—		$	1,317			$	236,317			$30,873	$0		—		—		—		$912		$31,785
Ming Lu		$	105,000			$	145,000			—		—		—		$	1,317			$	251,317			$90,000	$145,000		—		—		—		$830		$235,830
Bridget A. Macaskill		$	90,000			$	145,000			—		—		—		$	1,089			$	236,089			$90,000	$145,000		—		—		—		$888		$235,888
Deborah H. McAneny																								$52,500	$132,917		—		—		—		$0		$185,417
Siddharth (Bobby) Mehta																								$52,500	$132,917		—		—		—		$0		$185,417
Martin H. Nesbitt		$	90,000			$	145,000			—		—		—		$	1,317			$	236,317			$90,000	$145,000		—		—		—		$830		$235,830
Jeetendra (Jeetu) I. Patel																								$58,750	$145,000		—		—		—		$0		$203,750
Sheila A. Penrose		$	245,000			$	145,000			—		—		—		$	19,884			$	409,884			$245,000	$145,000		—		—		—		$23,261		$413,261
Ann Marie Petach		$	105,000			$	145,000			—		—		—		$	1,143			$	251,143			$105,000	$145,000		—		—		—		$830		$250,830
Shailesh Rao		$	90,000			$	145,000			—		—		—		$	1,317			$	226,317
(1) The amounts in this column reflect the aggregate cash fees that each Director earned during 2019 as his or her retainer for Board membership and all Chairman and Committee retainers, to the extent applicable. We do not pay fees for attendance at individual meetings. If a Director elected to receive a portion of his or her cash payments in deferred shares instead, those amounts are reflected under the “Stock Awards” column. As part of a series of measures taken by JLL in response to extraordinary business challenges brought on by the current COVID-19 global pandemic crisis, effective as of the quarterly payment made April 1, 2020, each member of the Board has agreed by irrevocable waiver to forego receipt of 50% of the cash retainer fees payable to her or him during the remainder of 2020. (2) The stock awards in this column reflect (i) the annual retainer of $145,000 in restricted stock units we granted to each Director and (ii) the election of any Director to receive all or a portion of his or her cash retainers in deferred shares instead, as we describe above. The amounts we report in this column reflect the grant date fair values of the stock awards we made to our Non-Executive Directors during 2019. The aggregate number of stock awards outstanding at December 31, 2019 held by Non-Executive Directors consisted of the following restricted stock units: Mr. Bague - 2,199; Mr. Carter – 1,679; Mr. DiPiazza – 2,199; Mr. Lu – 2,199; Ms. Macaskill – 2,199; Ms. McAneny - 966; Mr. Mehta - 966; Mr. Nesbitt – 2,199; Mr. Patel – 1,142; Ms. Penrose – 2,199; and Ms. Petach – 2,199. (3) In June 2019 and in December 2019, at the same time that JLL paid semi-annual cash dividends of $0.43 per share each with respect to its outstanding common stock, we also paid dividend equivalents of the same amounts on each outstanding restricted stock unit. The amounts shown in this column reflect the dividend equivalents that we paid on restricted stock units held by each of the Directors. The amounts also include dividends paid on shares that the Directors had received and deferred in lieu of cash, as we describe above, all of which dividends were reinvested in additional deferred shares.																							(1) The amounts in this column reflect the aggregate cash fees that each Director earned during 2019 as his or her retainer for Board membership and all Chairman and Committee retainers, to the extent applicable. We do not pay fees for attendance at individual meetings. If a Director elected to receive a portion of his or her cash payments in deferred shares instead, those amounts are reflected under the “Stock Awards” column. As part of a series of measures taken by JLL in response to extraordinary business challenges brought on by the current COVID-19 global pandemic crisis, effective as of the quarterly payment made April 1, 2020, each member of the Board has agreed by irrevocable waiver to forego receipt of 50% of the cash retainer fees payable to her or him during the remainder of 2020. (2) The stock awards in this column reflect (i) the annual retainer of $145,000 in restricted stock units we granted to each Director and (ii) the election of any Director to receive all or a portion of his or her cash retainers in deferred shares instead, as we describe above. The amounts we report in this column reflect the grant date fair values of the stock awards we made to our Non-Executive Directors during 2019. The aggregate number of stock awards outstanding at December 31, 2019 held by Non-Executive Directors consisted of the following restricted stock units: Mr. Bague - 2,199; Mr. Carter – 1,679; Mr. DiPiazza – 2,199; Mr. Lu – 2,199; Ms. Macaskill – 2,199; Ms. McAneny - 966; Mr. Mehta - 966; Mr. Nesbitt – 2,199; Mr. Patel – 1,142; Ms. Penrose – 2,199; and Ms. Petach – 2,199. (3) In June 2019 and in December 2019, at the same time that JLL paid semi-annual cash dividends of $0.43 per share each with respect to its outstanding common stock, we also paid dividend equivalents of the same amounts on each outstanding restricted stock unit. The amounts shown in this column reflect the dividend equivalents that we paid on restricted stock units held by each of the Directors. The amounts also include dividends paid on shares that the Directors had received and deferred in lieu of cash, as we describe above, all of which dividends were reinvested in additional deferred shares.

 

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The amounts in this column reflect the aggregate cash fees that each Director earned during 2017 in respect of his or her retainer for Board membership and all Chairman and Committee retainers to the extent applicable. We do not pay fees for attendance at individual meetings. If a Director elected to receive a portion of his or her cash payments in deferred shares instead, those amounts are reflected under the “Stock Awards” column.

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(2)	The stock awards in this column reflect (i) the annual retainer of $145,000 in restricted stock units we granted to each Director and (ii) the election of any Director to receive all or a portion of his or her cash retainers in deferred shares instead, as we describe above.

The amounts we report in this column reflect the grant date fair values of the stock awards we made to our Non-Executive Directors during 2017.

(3)

In June 2017 and in December 2017, at the same time that the Company paid semi-annual cash dividends of $0.35 and $0.37 per share of its outstanding common stock, respectively, the Company also paid dividend equivalents of the same amounts on each outstanding restricted stock unit. The amounts shown in this column reflect the dividend equivalents that we paid on restricted stock units held by each of the Directors. The amounts also include dividends paid on shares that the Directors had received and deferred in lieu of cash, as we describe above, all of which dividends were reinvested in additional deferred shares.

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We do not provide perquisites to our Non-Executive Directors.

Non-Executive Director Stock Ownershipstock ownership

Non-Executive Directors are subjectIn order to aalign the interests of our Board members with the interests of our shareholders, our Board has adopted stock ownership guideline whereby we expect that, at a minimum,requirements for Non-Executive Directors. Specifically, by the thirdfourth anniversary of his or her first electionbeing elected to the Board, each Director shallmust have acquired and for(and must retain while serving as long as he or she remains a member of the Board will maintain ownership of,Director) at least thelesser of (1) 5,0006,000 shares of the Company’s Common StockJLL common stock, or (2) shares of the Company’s Common StockJLL common stock worth $300,000$450,000 based on the then most recent closing price thereof. All shares ofprice. Shares underlying all unvested restricted stock units that have been granted to a Director, or whichdeferred shares that a Director has elected to take in lieu of cash compensation or has deferred under any deferred compensation plan, count toward eachthis requirement. As of the indicated minimum number of shares and dollar value. EachApril 8, 2020, each of our Non-Executive Directors who has served on the Board for threefour years or more currently exceeds the minimum stock ownership guideline.requirement.

 

As of March 15, 2018,April 8, 2020, when the price per share of our Common Stockcommon stock at the close of trading on the NYSE was $172.65,$111.25, our Non-Executive Directors had the following ownership interests in shares of our Common Stock:interests:

Name		Shares Directly Owned (#)(1)		Restricted Stock Units (#)		Stock Options (#)		Total (#)		Value at 3/15/18			Shares Directly Owned (#)(1)	Restricted Stock Units (#)	Stock Options (#)	Total (#)		Value at April 8, 2020
Hugo Bagué		15,297		2,196		0		17,493		$	3,020,166		15,341	2,199	0	17,540			$1,951,235.00
Matthew Carter, Jr.													0	1,679	0	1,679			$186,788.75
Samuel A. Di Piazza, Jr.		5,162		2,196		0		7,358		$	1,270,359		8,502	2,199	0	10,701			$1,190,486.25
Dame DeAnne Julius		10,778		2,196		0		12,974		$	2,239,961
Ming Lu		10,397		2,196		0		12,593		$	2,174,181		12,315	2,199	0	14,514			$1,614,628.50
Bridget Macaskill		756		1,985		0		2,741		$	473,234		2,570	2,199	0	4,769			$530,551.25
Deborah H. McAneny													9,988	966	0	10,954			$1,218,632.50
Siddharth (Bobby) Mehta													0	966	0	966			$107,467.50
Martin H. Nesbitt		35		2,196		0		2,231		$	385,182		2,060	2,199	0	4,259			$473,813.75
Sheila A. Penrose(2)		66,766		2,196		0		68,962		$	11,906,289
Jeetendra (Jeetu) I. Patel													0	1,142	0	1,142			$127,047.50
Sheila A. Penrose													49,420	2,199	0	51,619			$5,742,693.75
Ann Marie Petach													2,993	2,199	0	5,192			$577,610.00
(1) Includes shares the Director has elected to take in lieu of cash compensation and receipt of which has been deferred. No shares have been deferred under any other deferred compensation plan.													(1) Includes shares the Director has elected to take in lieu of cash compensation and receipt of which has been deferred. No shares have been deferred under any other deferred compensation plan.

 

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Name		Shares Directly Owned (#)(1)		Restricted Stock Units (#)		Stock Options (#)		Total (#)		Value at 3/15/18
Ann Marie Petach		968		2,196		0		3,164		$	546,265
Shailesh Rao		3,180		2,196		0		5,376		$	928,166

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

(2)	Includes 19,664 JLL shares held by Ms. Penrose as trustee for the Sheila A. Penrose Trust.

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AttendanceExecutive officers

We would like to introduce JLL’s current executive officers. These individuals were appointed by, Members of the Board of Directorsand serve at the Annual Meeting of Shareholders

We strongly encourage each memberdiscretion of, our Board of Directors to attend each Annual Meeting of Shareholders.All of the members of our Board of Directors at the time were present at our previous Annual Meeting of Shareholders held on May 31, 2017.

Communicating with Our Board of Directors

We value the continued interest of and feedback from our shareholders and other parties, andBoard. There are committed to maintaining our active dialogue with you to ensure the diversity of perspectives are considered. Shareholders and interested parties may communicate directly with our Board of Directors. If you wish to do so, please send an e-mail toboardofdirectors@am.jll.com, which our Corporate Secretary will forward to all Directors. If you wish to communicate only with our Non-Executive Directors, or specifically withno family relationships among any Director individually (including our Chairman of the Board, who serves as the Lead Independent Director, or the Chairman of any of our Committees), please so note in your e-mail. Alternatively, you may send a communication by mail to any or all of our Directors or specifically to any or allexecutive officers. Information about Christian Ulbrich, our Chief Executive Officer and Chairman of our Non-Executive Directors, care of our Corporate SecretaryGlobal Executive Board, is included above under “Our 2020 Director nominees” at the address of our principal executive office, and our Corporate Secretary will forward it unopened to the intended recipient(s).page 14.

	MaryE.Bilbrey, 56, has been our Global Chief Human Resources Officer since 2019, and she has responsibilities for JLL corporate real estate. Ms. Bilbrey joined JLL in 2016 as Chief Human Resources Officer for the Americas and served in that capacity until 2020. Before joining JLL, Ms. Bilbrey was Executive Vice President and Head of Human Resources, HSBC USA, from 2012 to 2016. Prior to that and since 1986, she served in various positions of increasing responsibility for HSBC and Household International (which was acquired by HSBC in 2003).
	RichardW.Bloxam, 48, has been our Global Chief Executive Officer, Capital Markets since 2016, and he has additional oversight for Valuations, Hotels, and Research. Mr. Bloxam was formerly the head of Capital Markets for JLL in EMEA for four years, and before that he served in various positions of increasing responsibility for JLL's Capital Markets business in EMEA.
	LouisF.Bowers, 37, has been our Global Controller and Principal Accounting Officer since 2015. He previously served as JLL’s Director of Accounting Policy for one year. Before joining JLL, Mr. Bowers was Vice President and Controller at Retail Properties of America, Inc. for three years, and Manager-Audit, Real Estate at KPMG LLP for six years.
	AnthonyCouse, 54, has been Chief Executive Officer for our Asia Pacific business since 2016. Previously, Mr. Couse was the Managing Director of our Shanghai and East China business for almost ten years. Prior to that, he was based in our Hong Kong office, where he held positions of increasing responsibility, including head of our Agency business for Asia. Mr. Couse joined Jones Lang Wootton, one of JLL’s predecessors, in 1989.
	GuyGrainger, 52, has been the Chief Executive Officer for our Europe, Middle East, and Africa business segment since 2016. Mr. Grainger was previously the Chief Executive Officer of our U.K. business, and prior to that he was the Lead Director of our U.K. Retail business. He joined JLL in 2008.
	JeffA.Jacobson, 58, has been Chief Executive Officer of LaSalle Investment Management, JLL’s investment management business segment, since 2007. From 2000 through 2006, he was Regional Chief Executive Officer of LaSalle Investment Management’s European operations. Earlier in his career, he served for twelve years in positions of increasing responsibility with LaSalle Partners, one of the predecessor corporations to JLL.

	YishaiLerner, 45, has been Co-CEO of JLL Technologies, our technology services business, since 2019 and Co-CEO of Spark, our technology investment initiative, since 2017. Mr. Lerner has been an investor in technology companies since 2009.
	PatriciaMaxson, 61, joined JLL in 2012as our Global Chief Human Resources Officer. She has been Chief Administrative Officer since 2018. She served as Interim Chief Financial Officer from September 2018 through March 2019, while also maintaining her role as the Global Chief Human Resources Officer through 2019. Before joining JLL, Dr. Maxson held various senior human resources positions with Merck & Co., Inc. and Rohm and Haas Company.
	NeilMurray, 45, is Global Chief Executive Officer for our Corporate Solutions business and Chairman of our Global Corporate Solutions Board. He joined JLL as EMEA CEO, Corporate Solutions in 2017. Before joining JLL, Mr. Murray was CEO of Corporate Services and Region Chair for the UK and Ireland for Sodexo, Inc., where he served in various positions of increasing responsibility from 2009.
	GregoryP.O’Brien, 58, has been the Chief Executive Officer for our Americas business segment since 2014. Mr. O’Brien was previously the Chief Executive Officer of our Americas Markets Solutions business, and prior to that he was Chief Executive Officer of our Americas Brokerage business. He was Chief Executive Officer of The Staubach Company prior to its merger with JLL in 2008.
	StephaniePlaines, 53, has been our Global Chief Financial Officer since 2019. Prior to joining JLL, Ms. Plaines was the US Retail Finance CFO at Starbucks from 2017 to 2019, CFO SamsClub.com at Walmart Global eCommerce from 2016 to 2017, and CFO Stop & Shop division at Ahold Delhaize from 2011 to 2016.
	MihirShah, 45, has been Co-CEO of JLL Technologies, our technology services business, since 2019 and Co-CEO of Spark, our technology investment initiative, since 2017. Mr. Shah has been an investor in technology companies since 2009.
	JudithI.Tempelman, 42, has been our Global Head of Corporate Development since 2016. Previously, Ms. Tempelman was our Chief Human Resources Officer in the Europe, Middle East and Africa region. Before that, she was based in our Singapore office, where she was Asia Pacific Head of Organizational Development.
	AlanK.Tse, 48, has been our Global Chief Legal Officer and Corporate Secretary since 2018, and has responsibilities for Compliance, Internal Audit, and Risk. Before joining JLL, Mr. Tse was Senior Vice President, General Counsel and Corporate Secretary of Petco Animal Supplies, Inc., from 2016 to 2018, and Executive Vice President, General Counsel and Corporate Secretary of Churchill Downs Incorporated from 2011 to 2016.

Corporate Sustainability

Our vision is to make JLL a world-leading, sustainable professional services firm by creating spaces, buildings, and cities where everyone can thrive.

The world’s financial, social, and environmental challenges demand a bolder response from businesses around the globe. This is why we are committed to new ways of partnering with others to help achieve our shared ambitions for a sustainable future.

From serving our clients and engaging our people, to respecting natural resources in our workplaces and building community relationships, we are focused on what is good for business and for a sustainable future. This progressive approach leads to responsible investment decisions with healthier, safer, more engaged people, and increased value for all of our stakeholders. We are Building a Better Tomorrow everywhere we can.

We believe there is a strong and direct correlation between our environmental, social and governance performance and the long-term health and success of our business. This belief is put in to action through Building a Better Tomorrow, our sustainability leadership ambition which aims to deliver transformative changes across the four pillars  — Members of the program: Clients, People, Workplaces and Communities. We are committed to the highest standards of corporate governance and transparency, and hold ourselves accountable for our performance.

We are committed to the highest standards of corporate governance and transparency, and hold ourselves accountable for our performance. We pursue our vision to lead the transformation of the real estate industry by making a positive impact both in and beyond our business. We also work to foster an environment that values the richness of our differences and reflects the diverse world in which we live and work. By cultivating a dynamic mix of people and ideas, we enrich our Company’s performance, the communities in which we operate, and the lives of our employees. We seek to recruit a diverse workforce, develop and promote exceptional talent, and embrace the varied, rich experiences of all our employees.

Our Global Sustainability Report is available atwww.jll.com/sustainability. Our latest report documents the Company’s achievements and challenges within our services and operations. Core to our journey is to embed sustainability deeply into our business. The report demonstrates how our approach aligns with our clients, adds value for shareholders, and benefits our workforce and the wider community. We use as guidance for our reporting the standards established by the Global Reporting Initiative, and the International Integrated Reporting Council, among others.Executive Board

 

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EXECUTIVE COMPENSATION

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Executive
Compensation

Proposal 2 - Advisory approval of executive compensation

30

Compensation discussion and analysis

30

Executive summary

31

How we make compensation decisions

33

Competitive assessment

35

2019 base salary decisions

35

2019 Annual Incentive Plan

36

2019 GEB Long-Term Incentive Plan

40

Severance arrangements for NEOs

42

Additional information

42

Compensation Committee report

44

Executive compensation tables

45

2019 Summary Compensation Table

45

Grants of plan-based awards for 2019

47

2019 outstanding equity awards at fiscal year-end

48

Option exercises and stock vested during 2019

49

Retirement benefits

49

Nonqualified deferred compensation

49

Termination and change in control payments

50

Chief Executive Officer pay ratio disclosure

55

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Proposal 2 - Advisory approval of executive compensation

As we do every year, we are asking our shareholders to approve, on an advisory basis, the compensation of our Named Executive Officers for 2019, as described in this Executive Compensation section.

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

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

RESOLVED, that the shareholders of Jones Lang LaSalle Incorporated approve, on an advisory basis, the compensation of its Named Executive Officers, as disclosed in JLL’s Proxy Statement for the 2020 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and any related information.

While this vote is not binding on JLL, it will provide valuable information to our Compensation Committee and management regarding investor sentiment. We will consider this information when determining executive compensation for 2020 and beyond.

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

Compensation discussion and analysis

This CD&A describes our executive compensation philosophy and program, inas well as the context of thespecific compensation we paid during the last fiscal year to: (1) our Chief to the seven executives listed below (our NamedExecutive Officer and President, (2) our Chief Financial Officer, and (3) our next three most highly compensated Executive Officers. TheseOfficers, orNEOs). As part of their duties, these officers were among thealso members of our Global Executive Board (GEB) for 2017, and we refer to them in this Proxy Statement as ourNamed Executive Officers. Our Named Executive Officers, who served in their roles for all of 2017 are as follows:during 2019.

Name	Title
Christian Ulbrich	Chief Executive Officer and President
Christie B. Kelly Stephanie Plaines(1)	Global Chief Financial Officer
Richard Bloxam Patricia Maxson(1)	Global Chief ExecutiveAdministrative Officer Capital Markets
Jeff A. Jacobson	Chief Executive Officer, LaSalle Investment Management
Yishai Lerner(1)	Co-CEO, JLL Technologies
Gregory P. O’Brien	Chief Executive Officer, Americas
Mihir Shah(1)	Co-CEO, JLL Technologies
(1) Dr. Maxson served as interim Global Chief Financial Officer until March 2019. Ms. Plaines joined JLL as Global Chief Financial Officer and became a member of the Global Executive Board in March 2019. Messrs. Lerner and Shah were named Co-CEOs, JLL Technologies and joined the Global Executive Board in October 2019.

Our Executive Compensation disclosure is organized into four core sections:

Compensation Discussion and Analysis

 

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Executive SummaryJLL ❘ 2020 Proxy Statement    30

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What We Pay and Why: The Elements of Executive Compensation

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Compensation Committee Report

Executive Compensation Tables

Pay Ratio Disclosure

Additional Information

Executive Summarysummary

 

Pay for Performance AnalysisPrinciples of our executive compensation program

 

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

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

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

Thereisanappropriatebalancebetweenshort-termandlong-termcompensationelements. We Align Payallocate compensation to fixed and variable pay with Company Performancean appropriate mix of short-term and long-term pay elements.

Wemaintaingoodcorporategovernancepracticesandavoidincentivesthatmaycreateexcessiverisk. Our compensation plans include specific policies and practices that mitigate risk and are designed to further align executive compensation with long-term shareholder interests.

Thecompensationprogramiseasytounderstand. Our compensation program is easy to communicate and understand.

 

Pay for performance

How we align pay with performance

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

Elements of executive compensation

We have three elements of total direct compensation: base salary, annual incentive plan (2017 PerformanceAIP), and long-term incentive pla (LTIP). We design our compensation program to provide balanced incentives for the NEOs to drive both annual and long-term performance. As illustrated in the charts below, in 2019, based on target performance, 88% of the total direct compensation at target was performance-based for the Chief Executive Officer and 86% of the total direct compensation at target (on average) was performance-based for the other NEOs. The variable compensation mix for the CEO and the CFO at target is 40% AlP and 60% LTIP. By 2022, the variable compensation mix at target for the remainder of the Global Executive Board will also be 40% AIP and 60% LTIP based on the following glide path: 2019: 55% AIP and 45% LTIP; 2020: 50% AIP and 50% LTIP; 2021: 45% AIP and 55% LTIP; and 2022: 40% AIP and 60% LTIP.

 

JLL delivered diversified revenue increases for 2017.The Company’s full-year 2017 consolidated revenue of $7.9 billion and consolidated fee revenue of $6.7 billion for the year represented annual percentage increases of 17 percent and 16 percent respectively. Annual revenue growth reflects double-digit expansion in all three Real Estate Services(RES)segments, with approximately two-thirds of the year-over-year increase representing organic growth. Revenue growth for the year was led by Property & Facility Management, up 27%, and our transactional businesses, with Leasing up 15% and Capital Markets & Hotels up 16%. Geographically, the increase in RES fee revenue, on a local currency basis, was composed of 40% from our Americas segment and 30% each from our EMEA and Asia Pacific segments.

 

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Pay and performance relationship

EachThe following tables illustrate three years of JLL’s three Real Estate Services operating segments contributedperformance and the aggregate compensation of our NEOs. The overall growth of JLL's business is represented below by adjusted diluted earnings per share and adjusted net income, which are described in more detail in AnnexA to the results:this Proxy Statement. We chose these metrics because of their high correlation with shareholder value.

Pay-for-Performance Alignment¹

Americas’ total revenue was $3.4 billion, a 13 percent increase compared with the prior year. Fee revenue for the year was $3.2 billion, an increase of 15 percent from 2016. Fee revenue growth compared with the prior year was broad-based across all business lines, reflecting balanced organic and acquisition-driven expansion. Operating expenses for the year were $3.0 billion, up 12 percent from $2.7 billion in 2016. Fee-based operating expenses for the year, excluding restructuring and acquisition charges, were $2.8 billion, up 13 percent from the prior year. Operating income for the year was $341.3 million, up 26 percent from $269.9 million in 2016. Adjusted EBITDA was $421.1 million for the year, compared with $330.9 million in 2016. Adjusted EBITDA margin, calculated on a fee revenue basis, was 13.3 percent in U.S. Dollars and local currency for the year, compared with 12.0 percent in 2016. This increase in profitability was driven by strong transactional business performance augmented by management initiatives to contain controllable expenses.

 

EMEA’s total revenue for the year was $2.6 billion, an increase of 25 percent from the prior year. Fee revenue for the year was $1.9 billion, an increase of 29 percent from 2016. Revenue expansion compared

(1)

JLL reports its financial results in accordance with 2016 was most notable in Property & Facility Management, with our Integral business, acquired in August 2016, contributing 70% of the overall revenue expansion (62% of the fee revenue expansion). In addition, Capital Markets & Hotels delivered strong performance primarily from brokering client investment salesaccounting principles generally accepted in the U.K., Germany,U.S. (GAAP). Adjusted diluted earnings per share and Switzerland. Revenue growth in the region was led by contributions from Integral in the U.K.and adjusted net income as well as Germany and France. Operating expenses for the year were $2.5 billion, up 28 percent from the prior year. Fee-based operating expenses, excluding restructuring and acquisition charges, were $1.9 billion, up 32 percent from $1.4 billion in 2016, primarily reflecting the impact of Integral. Operating income for the year was $54.0 million, a decrease of 42% from $67.4 million in 2016. Adjusted EBITDA was $98.9 million for the year, compared with $104.4 million in 2016. Adjusted EBITDA margin, calculated on a fee revenue basis, was 5.1 percent in U.S. Dollars (4.4 percent in local currency) for the year, compared with 6.9 percent in 2016. Strong transactional business performance in the U.K. and Continental Europe was offset by Integral, reflecting (1) the margin dilutive impact from the August 2016 acquisition date, (2) over $20 million of contract losses, nearly $15 million from contracts terminated prior presented are non-GAAP financial measures. See AnnexAto year-end, and (3) investments and continued integration spend.

Asia Pacific’s total revenue for the year was $1.6 billion, an increase of 20 percent from the prior year. Fee revenue for the year was $1.2 billion in 2017, an increase of 14 percent from 2016. Revenue growth compared with last year was driven by Property & Facility Management, the result of organic expansion. Capital Markets & Hotels revenue expansion reflected notable contributions from large transactions in Japan, and Project & Development Services growth was both organic and acquisition-related. Geographically, the increase in fee revenue was led by Greater China, Australia, India, and Japan. Operating expenses for the year were $1.5 billion, up 19 percent from $1.3 billion in 2016. Fee-based operating expenses, excluding restructuring and acquisition charges, were $1.1 billion, up 13 percent from the prior year. Operating income for the year was $114.6 million, up 26 percent from $88.1 million in 2016. Adjusted EBITDA was $139.7 million for the year, compared with $106.5 million in 2016. Adjusted EBITDA margin, calculated on a fee-revenue basis, was 11.2 percent in U.S. Dollars (11.0 percent in local currency) for the year, compared with 9.8 percent in 2016, and reflected robust organic growth, revenue contributions from higher margin transactional businesses and strong cost management discipline.

LaSalle, our investment management business that constitutes our fourth operating segment, had total revenue of $355 million, a decrease of 12 percent from last year, and included $265.6 million of advisory fees, $56.9 million of incentive fees, and $32.8 million of transaction fees.Equity earnings for the year were $41.1 million, as compared with $31.5 million in the prior year. Equity earnings in both years were primarily driven by net valuation increases for investments in Europe and Asia. Operating income for the year was $57.7 million, a decrease of 30% from $83.7 million in 2016. Operating expenses for the year were $297.6 million, down 8 percent from 2016. In 2017, LaSalle’s capital raising efforts yielded $4.8 billion in equity commitments. Assets under management were $58.1 billion as of December 31, 2017, a decrease of 3% in U.S. Dollars (5 percent in local currency) from $60.1 billion as of December 31, 2016. The net decrease in assets under management resulted from $13.1 billion of dispositions and withdrawals, partially offset by $6.8 billion of acquisitions, $3.4 billion of net valuation increases and $0.9 billion of foreign currency increases.

In 2017, the Companymaintained a balance sheet for growth, reflecting strong cash generation. As of December 31, 2017, ourinvestment grade credit ratingwas BBB (Stable) with S&P and Baa1 (Stable) with Moody’s.

Also during 2017, JLL continued towin numerous awards that reflected the quality of the services it provides to our clients, the integrity of its people, and its desirability as a place to work, including awards recognizing its: (1) superior service to clients, (2) ethics program and corporate governance, (3) outsourcing capabilities, (4) consultancy capabilities, (5) “best place to work” environment, and (6) environmental and energy management work for clients.

SeeAnnex Athis Proxy Statement for a reconciliation of non-GAAP financial measures to our results as reported under generally accepted accounting principlesGAAP.

(2)

NEO compensation represents total direct compensation (base salary, AIP and LTIP) for five NEOs as of December 31 of each year. Due to the change in the United States.

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The following table illustrates the three-year relationship between Company performance andLong-Term Incentive Plan structure in 2018, the compensation of our Named Executive Officers. The overall growthfor 2019 and 2018 includes the fair market value at grant of the business as represented by U.S. GAAP Basic EPSLTIP. For the years which we reported more than five NEOs, this calculation only includes five NEOs and Adjusted Net Income was in-lineexcludes compensation for any executive that exited the position during the year that gave him or her NEO status, if any, and/or the executive (excluding CEO and CFO) with the growth of thelowest summary compensation of our Named Executive Officers. We selected Earnings Per Share and Adjusted Net Income because of their high correlation with creating shareholder value. For U.S. GAAP Basic EPS in 2017, we excluded the accounting treatment for the tax charges associated with tax reform in the United States because it is not representative of Company performance.table total compensation.

 

(1)

U.S. GAAP Basic EPS excluding 2017 US tax reform charges taken in connection with the 2017 results.

(2)

As defined by the Compensation Committee, adjusted net income represents net income attributable to common shareholders excluding certain significant restructuring and acquisition charges. SeeAnnex A for a reconciliation of adjusted net income to our results as reported under generally accepted accounting principles in the United States.

(3)

Named Executive Officer compensation represents total direct compensation (base, annual incentive, and LTIP) earned for the year indicated.

The following table illustrates the three-year relationship between Company performance and the compensation of our Named Executive Officers. This table includes the tax charges associated with tax reform in the United States in 2017 for U.S. GAAP Basic EPS.

(1)

As defined by the Compensation Committee, adjusted net income represents net income attributable to common shareholders excluding certain significant restructuring and acquisition charges. SeeAnnex A for a reconciliation of adjusted net income to our results as reported under generally accepted accounting principles in the United States.

(2)

Named Executive Officer compensation represents total direct compensation (base, annual incentive, and LTIP) earned for the year indicated.

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Return to Shareholders

shareholders

The following graph compares the cumulative five-year total return to shareholdersholders of JLL’s common stock relative to the cumulative total returns of the S&P 500 Index. The graph below assumes that the value of theIndex, assuming in each case an initial investment in JLL’s common stock and the S&P 500 Index (including(and reinvestment of dividends) wasof $1,000 on December 31, 2012.2014.

Highlights of Compensation Committee Actions

The Summary Compensation Table on page 46 indicates the specific amounts we paid to the Named Executive Officers in respect of their 2017 performance. Highlights from the decisions the Committee made include the following:

Base Salaries

Five-Year Cumulative Total Shareholder Return

We did not increase the base salary for any of our Named Executive Officers.

Annual Incentives

Under the Annual Incentive Plan, we awarded $17.2 million in totalto the Named Executive Officers. All of the business units delivered above-target performance. We funded the Annual Incentive Plan at 108% at target, and the average payout relative to the funding target was 105.8%.

Long-Term Incentives

 

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Under the GEB Long-Term Incentive Plan

(GEB LTIP), we awarded $6.7 million in totalJLL  to the Named Executive Officers. Performance on the ❘ 2020 measures was above target, three-year LTIP Adjusted EBITDA was below target, and Relative TSR below threshold. The LTIP was funded at 108% of target and the payout was 87% of the funded target. In addition to the GEB LTIP, Mr. Jacobson also received an award of $694,000 under the LaSalle Long-Term Incentive Plan (Proxy Statement    LaSalle LTIP32).

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Summary of executive compensation practices

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

	What we do
		Pay for performance
		Build in flexibility to address the financial results of an inherently cyclical business
		Maintain a balanced mix of short- and long-term focused compensation
		Include double-trigger change in control provisions for LTIP stock awards
		Design compensation programs to mitigate undue risk
		Maintain stock ownership guidelines
		Prohibit hedging or pledging of JLL stock and short-sales
		Utilize an independent compensation consulting firm
		Provide for clawback of certain incentives in the event of a subsequent restatement of financial statements

What we don't do		Proxy Statement
	Page | 29 No personal perquisites of any significance
	No contractual arrangements that provide for immediate change of control benefits or golden parachutes
	No excise tax gross-ups upon change in control

 

Say-on-Pay Advisory Vote

We provide shareholders with an annual advisory vote to approve our executive compensation program.

Our current executive compensation program was first highlighted in the proxy statement for our annual meeting of shareholders held in 2018. Throughout 2018 and Shareholder Engagement

2019, the core structure and elements of this program were also topics discussed as part of our regular ongoing investor engagement process, where we received overall positive feedback. Further discussion of our executive compensation program was included in our proxy statement for our annual meeting of shareholders held in 2019. Our executive compensation program remained consistent in 2019.

At our 2017 annual meeting 56% of sharesshareholders held in 2019, approximately 87% of the votes cast votedwere in favor of our executive compensation program. The Compensation Committee evaluated this most recent say-on-pay result in evaluating our executive compensation program. The Compensation Committee also assessed the interaction of our compensation programs with our business objectives, reviewed peer data and received input from Exequity LLP, the Compensation Committee's independent compensation consultant.

While taking each of these factors into account with respect to NEO compensation, the Compensation Committee did not make any changes to our executive compensation program and policies as a result of the advisory vote on executive compensation (Say-on-Pay). This was a significant departure from the strong support we have received fromat our annual meeting of shareholders held in the prior year (94.3% of votes cast) and in the years before that. The 2017 results occurred even though the design of our incentive programs remained consistent year-over-year.2019.

 

Based on the vote results,How we conducted extensive engagement with our shareholders to understand their concerns. Beginning shortly after the 2017 vote, management solicited 23 out of our largest 25 shareholders (representing 60% of our outstanding shares) and ultimately engaged with 13 shareholders (representing 42% of our outstanding shares). Attendees for some or all of the meetings were Sheila A. Penrose, Chairman of the Board and a member of the Compensation Committee, and representatives from JLL Human Resources, Investor Relations, and Legal Services.make compensation decisions

Our discussions with shareholders on the current incentive plan were mostly prospective in nature focusing on potential changes. The following table summarizes the most common topics we heard in meetings with shareholders and our responses to the concerns raised. Due to the timing of the vote and the shareholder outreach, the changes that we reference below are effective beginning with the compensation plans for 2018.

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Shareholder Engagement
WHAT WE HEARD	HOW WE RESPONDED
Incentive plans are weighted too heavily toward annual incentives	We have changed the incentive mix of the entire GEB with a particular focus on the Global CEO
Shareholders focused on the mix of the annual incentive and the long-term incentive plan opportunity. Shareholders had a particular concern with the global CEO’s incentive pay mix. They believed their interests were better served with a greater weighting in the GEB LTIP due to its longer-term focus and the increase in the equity delivered. In the discussions, we described the rationale for our current mix noting our leaders typically come from producer roles for which they are paid 100% short-term cash, and so we need to strike a balance at the leadership level to make these roles attractive for internal promotions.	The global CEO’s incentive mix at target in 2017 was 66% annual incentive and 34% GEB LTIP. Starting in 2018, the incentive mix at target is 40% annual incentive and 60% GEB LTIP. For the remainder of the GEB, the incentive mix at target in 2017 was 66% bonus and 34% GEB LTIP. By 2020, the incentive mix at target will be 50% bonus and 50% GEB LTIP based on the following glide path: • 2018: 60% annual incentive and 40% GEB LTIP • 2019: 55% annual incentive and 45% GEB LTIP • 2020: 50% annual incentive and 50% GEB LTIP
Longer-term focus	We modified our GEB LTIP to an annual three-year overlapping plan structure using performance share units (PSUs) and added an additional retention period on vested shares
Shareholders generally expressed the desire to increase the length of the performance periods in the GEB LTIP. This was consistent with the feedback we had for incentive plan mix - they believed their interests were better served with a longer-term focus.	Over the last three years we have utilized a cumulative plan that had an average performance period of two years and for which the financial targets were set once every three years. Beginning in 2018, we will move to annual three-year overlapping plans. In this new structure we will use a three-year performance period every year utilizing PSUs. The new structure will have a longer-term focus and align our executives to shareholders for a longer period of time. In addition to the three-year performance period, the ability to determine the appropriate financial goals in the GEB LTIP annually is an additional benefit suited to our industry, which can be cyclical. Lastly, we added an additional retention period on 50% of all released shares (post-tax) for a period of two years. This is in addition to the three-year performance period so ultimately, a portion of the shares will be held for five years.
Performance measures need to be addressed	Removed EBITDA as a performance measure in the GEB LTIP and replaced it with U.S. GAAP diluted EPS (EPS)
Shareholders felt that the incentive plans had an over-reliance on the EBITDA performance measure (the annual bonus, GEB LTIP and funding mechanism) which led to a lack of balance between the plans. While there was significant discussion around all elements of performance measures, the primary feedback centered on changing the financial measure in the GEB LTIP (which is currently EBITDA). The most common suggestions for the GEB LTIP were EPS, Free Cash Flow and Return on Investment Capital.	We removed EBITDA as a performance measure in the GEB LTIP and as a funding measure (eliminated funding in the incentive plans all together) and replaced EBITDA with EPS in the GEB LTIP. The selection of EPS was done for several reasons: • We believe that EPS drives the behaviors needed to accomplish our long-term goals as an organization • It reflects the strong preference from shareholders • EPS correlates very strongly with TSR and therefore is tied closely with delivering shareholder value. This outcome was based on a 2017 Willis Towers Watson study that measured the relationship of varying performance measures and TSR over the prior 10 three-year performance periods. In addition to the selection of EPS, our long-term strategic goals are all quantifiable and do not contain any activity-based goals.
Sharing a percentage of EBITDA (funding model) can produce excessive payouts over time, particularly with future growth of the company	We incorporated externally based individual targets
We currently share a portion of EBITDA to fund our Annual Incentive Plan and Long-Term Incentive Plan. Shareholders believed that this type of structure could lead to excessive payouts especially if the percentage shared was not significantly reduced overtime.	We eliminated the funding model (as mentioned above) and moved to individual targets based on external benchmarks. In 2017, we used external benchmarks as an input to the funding percentage, beginning in 2018, external benchmarks will drive the individual targets.
Incorporate a threshold in the annual bonus plan	We incorporated a threshold in the annual bonus plan
Shareholders preferred a threshold in the annual bonus plan. They believed that at a certain level of performance there should not be an award. For some shareholders there was some misunderstanding of how the awards are determined under the former annual bonus plan (2015-2017). Some shareholders thought that the minimum award in the annual bonus was 85% of target. In actuality, prior to applying the payout curves there is a funding phase (based on EBITDA performance). Utilizing both funding and the payout curves, awards can be significantly below 85% or significantly above 115% of target.	We added a threshold at performance outcomes below 70% of target. At this level there will not be an award for all measures in the annual bonus plan (global and business unit). The funding phase of the annual bonus plan was eliminated as well.

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How We Make Compensation Decisions

Risk Considerations

We structure compensation for our Named Executive Officers in order tominimize the possibility that it will provide an incentive to take risks that could have a material adverse effect on our financial results or operations. We have incorporated into our executive compensation program mechanisms that would reduce compensation in the event that overly-risky strategies result in diminished financial performance.

Since we change base salaries infrequently and because they are relatively small compared to the other elements, we do not believe our base salaries encourage risk-taking. The table below indicates the mechanisms we use to manage risk incentives under our annual and long-term incentive plans.

Role of the Compensation Committee

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

●

Retains, and regularly consults,confers with independent compensation consultants to advise on the design, structure, and market competitiveness of our compensation plan;plans;

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

●

Takes into considerationConsiders other relevant matters,, including internal equity, consistency, tax deductibility, and accounting requirements; andrequirements, when fixing compensation amounts.

 

Approvesperformance goals and reviews the extent

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Contents

Role of our Chief Executive Officer

Our Chief Executive Officer, ChristianMr. Ulbrich, makesannual recommendations to the Compensation Committee for target total direct compensation and the assessment of performance versus objectives to determine the rating ofappropriate “Leadership Multiplier” (defined below under “2019 Annual Incentive Plan - The Leadership Multiplier”) for each of the Named Executive Officersother than himself within our MyPerformance rating system (MyPerformance).NEOs. To do this, Mr. Ulbrich:

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Reviews external market data as well as internal equity comparisons to recommend targets;

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Based on a thorough review, evaluatesEvaluates in his judgment the performance of each of the other Named Executive OfficersNEOs based on the goals and compensation plansbusiness objectives we established at the beginning of the year;

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Comments onConsiders the quality of the interaction and contributions of the other Named Executive OfficersNEOs as members of the GEB;Global Executive Board; and

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Compares the performance forof each of the other Named Executive OfficersNEOs on a relative basis, taking into accountconsidering the different market, geographical, and cultural dynamics and challenges of each of their respective business segments.

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

Mr. Ulbrich’s recommendations in its discretion.

The CommitteeUlbrich also receives aself-assessmentprovides an assessment of the Chief Executive Officer’shis own performanceduring the previous year relative to his performance objectives. The Compensation Committee nextthen meets in one or more private executive sessions without Mr. Ulbrich present in order to develop its own conclusions about Mr. Ulbrich’s performance. In its discretion, the Committee then determines the MyPerformancehis performance and to determine his performance rating of the Chief Executive Officer as the basis for his compensation.and Leadership Multiplier.

Internal compensation resources

Internal Compensation Resources

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

Role of Independent Compensation Consultant

independent compensation consultant

The Compensation Committee has theauthority to retain, as needed, any independent counsel, compensation and benefits consultants, and other outside experts or advisors asadvisors. In 2019, the Compensation Committee believes necessary or appropriate. In 2017, the Committee usedretained Exequity LLP (Exequity) as its independent outside compensation consultant to advise the Committeeprovide advice on matters related to the compensation of the Named Executive Officers. Exequity was the sole consultant for 2017.NEOs. The Compensation Committee has assessed theExequity’s independence of Exequity in light of SEC Rulesrules and NYSE Listing Standards,listing standards, and has determined that Exequity is independent under those rules and standards.independent. Exequity does not advise management of the Company or receive any compensation from the CompanyJLL other than in connection with its consulting work for the Compensation Committee. Accordingly, the work performed by Exequity does not raise any conflicts of interest forinterest.

During 2019, the Committee.

TheCompensation Committee has requested Exequity to:

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

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Review andcomment on major compensation matters that management proposes, including with respect to comparative data and plan design recommendations;

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Review the compensation matters disclosed in the Company’sproxy statement;this Proxy Statement;

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Advise the CommitteeProvide advice on best practicesfor Board governance overof executive compensation, current executive compensation trends, and regulatory updates; and

●

Undertake special projects or provide certain other advice.

Risk considerations

We annually consider whether our compensation policies may be reasonably expected to create incentives for our people to take risks that are reasonably likely to have a material adverse effect on either our short-term or longer-term financial results or operations. We continue to believe that our policies do not raise such risks. We also have not identified historical situations where we believe our compensation practices drove behaviors or actions that resulted in material adverse effects on our business or prospects.

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

Risk Mitigation Factors

 

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

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Competitive Assessmentassessment

The primary way wedevelop total compensation opportunities for each Named Executive Officer is based on our own historical corporate performance and future objectives. Therefore, we do not rigidly set (or strictly “benchmark”) our compensation levels based on specified percentiles of comparative market data.

However, we alsoWe recognize that our compensation practices must be competitive within the broader markets where we compete. As we strive to maintain our leadership position within the global real estate services and investment management industries, it is critical that we attract, retain, and motivate the executives who will be best ablecan help us continue to deliver on the commitments we make to our clients and shareholders.

Therefore, each year the Compensation Committee compares our compensation program to those of other companies, which we call ourMarket References, that we consider: (1) our direct competitors, (2) companies that operate within the broader commercial real estate business, including real estate investment trusts, and (3) companies that operate within the business services sector.

relevant companies.

Given the diverse nature of our Company’s businesses, which combine real estate expertise with business services, we usecompare ourselves to two Market Referencesto reflect these two different business aspects: (1)peer groups: one consists of real estate-oriented firms, including real estate investment trusts, and (2)the other consists of business services firms. We alsoIn each case, we target firmscompanies that are similar to JLL in size, by revenue,generally in a range of one-half to no more than three times our ownfee revenue. We do not use market capitalization as a primary selection factor since our Company’s business model is not asset-intensive like that of a real estate investment trust (REIT), buttrust. Nevertheless, we nevertheless think that REITs provide useful compensation comparisons since we regularly compete with them for talent. Due to the limited number of real estate-oriented firms to choose from, the firms in the Real Estate Market references will have lower revenue when compared to the business services references and to JLL.

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Managementannually reviews the composition of the Market References. Thepeer groups, and the Compensation Committee then independently considers and approves the Market Referencepeer group lists. Each year, management recommends to the Committee changes that will keep the Market Referencespeer groups as meaningful as possible. We indicate belowFor purposes of our 2019 analysis, we did not make any changes to the Market Referencespeer groups we have used for 2017:since 2017, which are shown below.

Real Estate Peer Group		Business Services Peer Group
Boston Properties Group, Inc. CBRE Group, Inc. Duke Realty Corporation Forest City Enterprises, Inc. General Growth Properties, Inc. Host Hotels & Resorts, Inc. Prologis, Inc. SL Green Realty Corporation Vornado Realty Trust		AECOM Technology Corporation CACI International, Inc. CGI Group, Inc. Convergys Corporation Dun & Bradstreet Corporation Emcor Group, Inc. Equifax, Inc. Fidelity National Information Services, Inc. Robert Half International, Inc.

 

These were the same Market References that were used for 2016. We show below themedian fee revenue and market capitalization for the two separate Market Referencepeer groups, and compare themthose figures to our Company’s ownresults on those metrics. We used 2016This table reflects 2018 results since those were associated withfor our peer group companies, which was the compensation reporteddata considered by the Compensation Committee in last year’s Proxy Statement.making decisions about 2019 compensation. The table shows both 2018 and 2019 results for JLL.

Median data for market reference (in millions)	Real Estate	Business Services	JLL 2018	JLL 2019
Fee Revenue	$2,760.80	$8,130.60	$6,486.00	$7,139.20
Market Cap	$12,086.80	$6,828.20	$5,815.00	$8,974.00

The Real Estate peer group rmedian fee revenue is low compared to the Business Services peer group and to JLL because there is a limited number of publicly-traded real estate-oriented companies.

We believe that the Market Referencepeer group and other external benchmark data relating to theJLL Chief Executive Officer, JLL Chief Financial Officer, JLL Chief Administrative Officer, and LaSalle Chief Executive Officer positions correlatescorrelate to publicly available data.data. For the JLL Chief Executive Officer and JLL Chief Financial Officer, the external reference is the set of Market Referencepeer group companies above, for which data are available through their respective proxy statements. For the LaSalle comparison, we referred toused the 20172018 McLagan Real Estate Investment survey where we usedto create a custom peer group that is matched to LaSalle’s size as measured by assets under management.

For the Chief Administrative Officer role, we used survey data from Aon and Willis Towers Watson.

For theremaining twothree roles (Chief Executive Officer of the Americas and Global Chief Executive Officer, Capital Markets)Co-CEOs of JLL Technologies), we used several hierarchical and role comparisons from publicly disclosed information and various other survey matches. However, because the Market Referencepeer group data relating to their positions doesdo not correlate well enough to theother external data, we have determined that the currently available external data isare not sufficiently reliable. Accordingly, we have decided that a reasonabletake an internal equity approach, for us is first to compareanchored on data for our JLL Chief Executive Officer, JLL Chief Financial Officer, JLL Chief Administrative Officer, and LaSalle Chief Executive Officer, all of which we do believe correlate well. We then alignassess the remaining Named Executive Officer positions from an internal equity perspective, taking into accounton relative size, profit contributions, and comparative performance of their respective business segments.businesses. After the internal equity comparison, we then look at the external market data and hierarchical comparisons to review from an external equity perspective. When we refer elsewhere in this discussion to the Market Reference comparisons that we perform, we are referring to this methodology.

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Summary of Executive Compensation Practices

 

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

What We Pay and Why: The Elements of Executive Compensation

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(1)

Mr. Jacobson is excluded due to his participation in a non-GEB plan during 2017.

We have three elements of total direct compensation:(1)2019 base salary (2) an annual incentive plan, and (3) a long-term incentive plan. We design our compensation program to provide balanced incentives for the Named Executive Officers to drive both annual and long-term performance. As illustrated in the charts above of the Chief Executive Officer and President (Christian Ulbrich), in 2017, based on target performance,90% of the total direct compensation at target was performance-basedand not guaranteed.

Base Salary

decisions 

We review base salaries for all of our Named Executive OfficersNEOs on an annual basis, as well as at the time of a promotion or other change in responsibilities.

Determination of 2017 Base Salaries

We did not increase base salaries of any of our Named Executive Officers. Theare planned in U.S. dollars but delivered in local currency. No changes were made to the base salaries for all of the other Named Executive Officers remain below the Market Reference median. This is consistent with our philosophy of emphasizing performance-based compensation, maintaining an efficient cost structure, and limiting our fixed costs.

Annual Incentive Plan

The Annual Incentive Plan which runs through 2017 is funded by the Company’s performance as determined by a variation of disclosed adjusted EBITDA(Adjusted EBITDA). We first establish funding for the total incentive (the Annual Incentive Plan plus the GEB LTIP) as a percentage of the Company’s Adjusted EBITDA. We then apply 66% of the funding to the Annual Incentive Plan. We apply the remainder to the GEB LTIP.

After the initial funding is established, the annual incentive is then adjusted based on two elements: (1) TheMyPerformance rating for each JLL executive; and (2)Financial Score: for global JLL executives, one hundred percent of the financial score is determined by "AIP Adjusted EBITDA" results, which are identical to Adjusted EBITDA results. For each of the business unit leaders, two-thirds of the financial score is based on AIP Adjusted EBITDA results and one-third on the operating income of his or her respective business segment.

Combining these two elements produces anIndividual Performance Assessment score (Individual Performance Assessment), which yields an award within a range of 85% – 115% of the funding target for each person.NEOs in 2019.

 

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2019 Annual Incentive Plan

Determination of 2017 Annual Incentives

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

The Compensation Committee establishes target AIP awards for each NEO based on extensive external and internal equity considerations as noted above. Awards are first determined based on results against JLL’s annual financial goals (both at the enterprise level, with an AIP Adjusted EBITDA results produced fundingMeasure, and at the unit level, with a Business Unit Measure, as applicable), with payouts ranging from 0 to 150% of 108% oftarget.

After the budget. The 2017 global and business unitCompensation Committee certifies financial performance that droveagainst targets, the resulting awards are adjusted by a Leadership Multiplier (described below) ranging between 80% and 120%. Final AIP awards are delivered in cash.

Financial Scores ofperformance measures

The financial performance measures and weightings for our respective Named Executive Officers andNEOs under the funding is shown in the table below.AIP differ based on each executive’s role.

Performance Measures*	(1) What is it?	To determine compensation of Named Executive Officers, the Committee utilizes a variation of disclosed adjusted EBITDA, which Who does it apply to?	Why do we refer to as use it?
AIP Adjusted EBITDA Measure	Our externally reported EBITDA (earnings before income tax, depreciation and excludesamortization), adjusted to exclude net non-cash mortgage servicing rights (MSR) and mortgage banking derivative activity, along with certain restructuring and acquisition charges.charges (which for the last two years has only represented fair value adjustments to earn-out liabilities from acquisitions).	AIP Adjusted EBITDA Measure represents 100% of the financial performance basis of the AIP awards made to Mr. Ulbrich, our CEO, Ms. Plaines, our CFO, and Dr. Maxson, our Chief Administrative Officer. AIP Adjusted EBITDA Measure represents 67% of the financial performance basis of the AIP awards made to Messrs. Jacobson and O'Brien. AIP Adjusted EBITDA Measure for Messrs. Lerner and Shah was calcluated for the period of October 1, 2019 through December 31, 2019, the time Messrs. Lerner and Shah spent as Global Executive Board members in 2019, and this amount was used as part of the basis of the AIP awards made to these NEOs.	We use AIP Adjusted EBITDA as one measure to tie our NEOs to our global corporate performance in the short term for the annual cash variable compensation program. This measure, combined with a business unit and/or regional financial metric create a balance between global and business unit and/or regional performance.
AIP Adjusted Business Unit Measures	A variation of the operating income reported for our Americas and LaSalle business units adjusted from other externally reported figures to reflect how certain platform costs are allocated and other internal management considerations.	The AIP Adjusted Business Unit Measure represents 33% of the financial performance basis of of the AIP award made to Messrs. Jacobson and O'Brien.	We utilize an AIP Adjusted Business Unit Measure to provide a line of sight financial performance incentive to our regional and business line NEOs. This measure, combined with a global financial metric create a balance between global and business unit and/or regional performance.
* AIP Adjusted EBITDA Measure and the AIP Adjusted Business Unit Measures as presented are non-GAAP financial measures used by the Compensation Committee in determining executive compensation. See Annex A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

 

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(2)

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(3)

LaSalle target setting is unpredictable due to the cyclical nature of incentive fees; includes incentive fees, but excludes LaSalle equity earnings.

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When determiningFor each of theMyPerformance rating AIP Adjusted EBITDA Measure and the AIP Adjusted Business Unit Measures, the Compensation Committee sets a performance target, a threshold performance at 70% of target, and a maximum performance at 130% of target. As shown below, the Compensation Committee used JLL’s actual financial performance to calculate the performance basis of the AIP awards for each of the NEOs.

AIP Adjusted EBITDA Measure⁽¹⁾

(1)

AIP Adjusted EBITDA as presented is a non-GAAP financial measure used by the Compensation Committee in determining executive compensation. See AnnexA for a reconciliation of non-GAAP financial measures to our Named Executive Officers,results as reported under GAAP.

(2)

Achievement of threshold performance results in a payout of 50% of the Committee looks at progresstarget bonus amount, achievement of target performance results in a payout of 100% of the target bonus amount, and delivery on critical annual goals. Highlights from 2018achievement of maximum performance include:results a payout of 150% of the target bonus amount, with a straight-line interpolation applied to results between goals to calculate payout percentage earned. Achievement below threshold results in no payment.

AIP Adjusted Business Unit Measures⁽¹⁾

 

(1)

Christian UlbrichAIP Adjusted Operating Income - Americas and AIP Adjusted Operating Income - LaSalle as presented are non-GAAP financial measures used by the Compensation Committee in determining executive compensation. SeeAnnexA for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

(2)

Achievement of threshold performance results in a payout of 50% of the target bonus amount, achievement of target performance results in a payout of 100% of the target bonus amount, and achievement of maximum performance results a payout of 150% of the target bonus amount, with a straight-line interpolation applied to results between goals to calculate payout percentage earned. Achievement below threshold results in no payment. Payout earned for the AIP Adjusted Operating Income - LaSalle was capped at 150%.

JLL Spark incentive plan

In 2019, Messrs. Lerner and Shah were also participants in an incentive compensation plan for the JLL Spark business unit. In determining the amounts payable to Messrs. Lerner and Shah as incentive compensation for 2019, recognizing the change in their duties and responsibilities as of October 1, 2019 when they were named as Co-CEOs of JLL Technology and joined the Global Executive Board, the Compensation Committee reviewed the performance of the JLL Spark business unit in 2019 and determined to make awards under the JLL Spark incentive plan, prorated for the period from January 1, 2019 to September 30, 2019, payable at 100%. These awards, along with the AIP Adjusted EBITDA awards described above, were used to calculate the basis of the incentive awards made to Messrs. Lerner and Shah by the Compensation Committee.

 

•

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Calculated Award Performance Basis

The Compensation Committee set the AIP target bonus amounts for our NEOs shown in the table below through the process described previously. The performance basis of the awards for each NEO was calculated based on the following components:

Executive	(A) Bonus Target	(B) AIP Adjusted EBITDA Measure Payout Percentage	(C) AIP Adjusted Business Unit Measure Payout Percentage	(D) Weighting	(E) AIP Adjusted EBITDA Measure Payout (A)x(B)x(D)	(F) AIP Adjusted Business Unit Measure Payout (A)x(C)x(D)	Calculated Performance Basis of Award (E)+(F)
Christian Ulbrich	$3,000,000	111.2%	N/A	100%	$3,335,000	N/A	$3,335,000
Stephanie Plaines	$1,000,000	111.2%	N/A	100%	$1,112,000	N/A	$1,112,000
Patricia Maxson	$935,000	111.2%	N/A	100%	$1,039,000	N/A	$1,039,000
Jeff A. Jacobson	$2,200,000	111.2%		67%	$1,639,000		$2,728,000
			150%	33%		$1,089,000
Yishai Lerner(1)	$619,000	111.2%		100%	$688,000		$2,188,000
	$1,500,000		N/A	N/A	-	$1,500,000
Gregory O’Brien	$2,585,000	111.2%		67%	$1,925,000		$2,919,000
			116.5%	33%		$994,000
Mihir Shah(1)	$619,000	111.2%		100%	$688,000		$2,188,000
	$1,500,000		N/A	N/A		$1,500,000
(1) The Compensation Committee set $619,000 as the AIP portion of the bonus target for Messrs. Lerner and Shah as of October 1, 2019, the date they joined the Global Executive Board, and reflects the fact that they were members of the Global Executive Board only for the period of October 1 through December 31, 2019. The figures shown in (C) and (F) represent the payout percentage and earned bonus for Messers Lerner and Shah under the JLL Spark incentive plan for for 2019.

 

The Leadership in client centricity strategy, with program in place for initial group of top clients.Multiplier

The criteria used to determine the Leadership Multiplier are:

●

MyPerformance objectives;

 

Progress on various initiatives to improve productivity and margins.

●

leadership behaviors;

 

Driving business toward development of technologies to be provided as services to clients, including roll-out of JLL Spark and closing of initial investments.

●

unforeseen significant market events;

 

Progress on major investment of technology platforms including an integrated client relationship

●

M&A or divestiture activity; and

●

performance not captured by the financial metrics.

MyPerformance is the performance management system and new enterprise-wide financial and HR systems.

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Christie B. Kellywe implemented in 2018.

Using these criteria, the Compensation Committee determines the Leadership on maintaining strong balance sheet, including significant reduction of debt during the year with corresponding positive debt to EBITDA ratio.

Closed favorable private placement of bonds at fixed, low interest rates for 10 and 12 years.

Successful launch of inaugural Investor Day, giving shareholders the opportunity to more deeply understand the Company’s strategy and interact with its senior management.

Richard Bloxam

Developed and began implementation of enhanced approach to client centricity, including for initial set of specific clients.

Launched enhanced client relationship management system.

Drove growth plan for globally-integrated real estate investment banking platform.

Promoted digital transformation of client-facing technologies.

Jeff A. Jacobson

Overall positive performance of funds versus benchmarks; no funds were significant underperformers.

Generated strong incentive fees and equity returnsMultiplier for the Company, reflecting performance for clients.

Improved margins in annuity-type business.

Oversight of robust equity raises.

Gregory P. O’Brien

Leadership on deployments of important technology products for clients, including Corrigo and Red, with additional products piloted for 2018 roll-out.

Implementation of enhanced integrated client relationship platform within U.S. multi-family business.

Oversight of successful implementation of transformational Finance and HR platforms.

Specific business development initiatives, including within new valuations business and project and development design services.

Combining the financial score with the MyPerformance rating produced Individual Performance Assessment scores for each NamedChief Executive Officer. The Compensation Committee approvedconsiders the following Annual Incentive payoutsassessment and recommendation of the Chief Executive Officer when determining the Leadership Multiplier for 2017 based on the MyPerformance ratingother NEOs. The Leadership Multiplier can very from 80% to 120% and Financial Score of each of our Named Executive Officers.

may be different from NEO to NEO.

 

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(1)

The maximum award amounts available under the Annual Incentive Plan are 115% of target funding. The following are the maximum award amounts available by individual: $6,312,000 for Mr. Ulbrich, $2,542,000 for Mr. Bloxam, $3,289,000 for Mr. Jacobson, $2,707,000 for Ms. Kelly, and $3,853,000 for Mr. O’Brien.JLL ❘ 2020 Proxy Statement    38

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

Executive	Leadership Multiplier	Rationale Christian Ulbrich Proxy Statement 115% Page | 38 Progressed Beyond goals through transforming business structures, strategic acquisition, key leadership appointments, and product orientation for strategic growth Stephanie Plaines 100% Established foundational leadership structure for JLL Finance, key contributor to strategic acquisition, newly appointed to role in 2019 Patricia Maxson 115% Achieved functional operational efficiencies, completed implementation of JLL Finance technology platform, key contributor to strategic acquisition Jeff A. Jacobson 100% Achieved outstanding incentive fee results, strong improvement in annuity earnings EBITDA margins, drove focused growth in assets under management in flagship open-end funds, slightly slow on leadership decisions in Europe and restructuring of the JLL Securities business Yishai Lerner 100% Established JLL Technologies business strategy to accelerate JLL’s digital transformation, executed multiple investments into the JLL Spark Fund with strong initial results, newly appointed to role in 2019 Gregory O'Brien 120% Demonstrated strong leadership through the acquisition and integration of HFF Inc., supported multiple business transformations while maintaining high engagement and achieving business results Mihir Shah 100% Established JLL Technologies business strategy to accelerate JLL’s digital transformation, executed multiple investments into the JLL Spark Fund with strong initial results, newly appointed to role in 2019   Determination of 2019 AIP awards Based on the financial performance results and the Leadership Multipliers, the following annual bonuses were earned in 2019: Executive Calculated Performance Basis of Award Leadership Multiplier Final Cash AIP Award Christian Ulbrich $3,335,000 115% $3,835,000 Stephanie Plaines $1,112,000 100% $1,112,000 Patricia Maxson $1,039,000 115% $1,195,000 Jeff A. Jacobson $2,728,000 100% $2,728,000 Yishai Lerner $2,188,000 100% $2,188,000 Gregory O'Brien $2,919,000 120% $3,503,000 Mihir Shah $2,188,000 100% $2,188,000 We provide additional information about the cash payments under the Annual Incentive PlanAIP to our Named Executive Officers in the Summary Compensation Table. We report the performance-based annual incentives awarded in cashNEOs below in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”   JLL ❘ 2020 Proxy Statement    39 Back to Contents 2019 GEB Long-Term Incentive Plan JLL has a long-term incentive plan specifically for members of our Global Executive Board (the GEBLTIP). The GEB LTIP operated overis designed to align executives’ interests with the three-year period from 2015 through 2017.interests of our shareholders, align executives’ compensation with JLL’s enterprise performance, and reward performance against JLL’s long-term strategic goals. The GEB LTIP provides for annual awards of performance share units (PSUsWe established goals) that cliff vest at the end of three years based on JLL’s performance against prescribed financial and strategic metrics. The Compensation Committee establishes target GEB LTIP award amounts for each of theNEO based on extensive external and internal equity considerations. Awards are calculated based on JLL’s results for three performance measureslong-term metrics, with payouts ranging from 0 to 150% for each. PSUs are settled in the first quarter of 2015. Our performance measures include: 1) “LTIP Adjusted EBITDA”, which is another variation of disclosed EBITDA but is identical to Adjusted EBITDA and AIP Adjusted EBITDA, except that it excludes LaSalle incentive fees and equity earnings, 2) “Relative TSR,” a percentile range of the Company’s Total Shareholder Return (including dividends) as compared to the TSR of the companies within the Russell 3000, and 3) our2020 Objectiveswhich are discussed below in “Progress Against 2020 Long-Term Objectives” in more detail. We show the measures and the cumulative targets in the table below. The goal for 2017 reflects the three-year period for 2015 through 2017.JLL common stock.   (1) To determine compensation of Named Executive Officers, the Committee utilizes a variation of disclosed adjusted EBITDA, which we refer to as LTIP Adjusted EBITDA, and excludes (i) net non-cash mortgage servicing rights (MSR) and mortgage banking derivative activity, (ii) certain restructuring and acquisition charges, and (iii) LaSalle incentive fees and equity earnings. (2) Relative TSR (Relative TSR) means the percentile range of the Company's Total Shareholder Return (including dividends) as compared to the TSR of the companies within the Russell 3000. Performance metrics The following table describes for eachour long-term performance measure: (1) when we evaluate performance, (2) what we measure,metrics and (3) why we have selected the particular performance measure. The evaluation of each performance measure is applied collectively among all of the Named Executive Officers. As a result, there is no differentiation based on individual performance for this aspect of the compensation program (with the exception of Mr. Jacobson, who also participates in the LaSalle LTIP).explains how they align with shareholders’ interests. Performance Measures (1) What is It? To determine compensation When is it assessed? Why do we use it? U.S. GAAP Diluted EPS U.S. GAAP Diluted EPS is measure of Named Executive Officers,JLL's GAAP profit allocated to each outstanding share of stock, including the Committee utilizes a variationdilutive impact of disclosed adjusted EBITDA, which we refer toour common stock equivalents. U.S. GAAP Diluted EPS is calculated as LTIP Adjusted Proxy Statement Page | 39 EBITDA, excludes (i) net non-cash MSRsincome attributable to common shareholders (ii) divided by the weighted average number of common shares outstanding inclusive of the dilutive impact of our common stock equivalents. After three years for cumulative performance Aligns compensation to a key indicator of JLL's performance and mortgage banking derivative activity, (ii) certain restructuring and acquisition charges, and (iii) LaSalle incentive fees andreturns on shareholder equity earnings. BeyondGoals (2) Goals seeking to drive achievement of JLL's long-term strategic priorities. At three years, or after three years for cumulative performance, as applicable Rewards achievement of long-term business/strategic priorities Relative TSR has JLL's TSR is ranked versus the meaning set forthcompanies in the previous table. Beginning Share PriceS&P 500. The beginning share price for any Performance Period meansthe performance period is the average closing price of the Company’sJLL's common stock for the final 20 trading days of the prior calendar year. Final Share Priceyear that precedes the start of the performance period, and the final share price for any Performance Period meansperformance period is the average closing price of the Company’sJLL's common stock for the final 20 trading days of such Performance Period.performance period. After three years for cumulative performance Aligns compensation to delivering shareholder value   jll.com (3) Discussed below in “Progress Against JLL❘ 2020 Long-Term Objectives.”Proxy Statement    40 Back to Contents There are nine Beyondgoals, originating from our Beyondstrategy, that fall within our Growth, Clients and People pillars. The goals are scored individually and weighted equally. The following graphic summarizes the Beyondgoals for the 2019-2021 performance period. Three-Year Beyond Goals 2019-2021 Clients People Growth •  Global Digital Business •  Global Valuations Business Line •  Profitability of top 75 clients •  Reduce voluntary attrition •   Improve leadership diversity •  Expand senior leader capability •  GAAP revenue-per-FTE •  Comp-to-Revenue reduction •  Functional cost efficiencies For each of the U.S. GAAP Diluted EPS and Beyond goals performance metrics, the Compensation Committee sets a threshold, target, and maximum goal with an associated payout. Our specific U.S. GAAP Diluted EPS goals are shown below. We do not disclose details regarding our U.S. GAAP Diluted EPS goals and Beyond goals for competitive reasons, but they are meant to be challenging but attainable with superior effort. The payouts for achievement of our U.S. GAAP Diluted EPS goals and Beyondgoals are shown below. U.S. GAAP Diluted EPS and Beyond Goals Achievement Payout for U.S. GAAP Diluted EPS and Beyond Goals (as a % of target)* Threshold (70% of target) 50% Target 100% Maximum (130% of target) 150% * straight-line interpolation for results between goals. The Relative TSR metric will pay out based on our TSR ranking within the S&P 500 Index, as follows: TSR percentile rank in the S&P 500 Payout (as a % of target)* 30th 50% 60th 100% 90th 150% * straight-line interpolation for results between goals.   TheDetermination of 2019 GEB LTIP is funded from Adjusted EBITDA performance. We first establish funding for the total incentive (the Annual Incentive Plan plus the GEB LTIP) as a percentage of Adjusted EBITDA. We then apply 34% of the funding for the GEB LTIP, which we pay in RSUs. We apply the remainder to the Annual Incentive Plan. We deliver the awards under the GEB LTIP in RSUs with the exception of Mr. Jacobson. Grants earned with respect to 2017 performance will vest in thirds each year beginning in 2019. In lieu of RSUs, Mr. Jacobson receives a notional investment in a weighted average global return for LaSalle’s entire assets under management. grants The table below providesrepresents the threshold,grant date fair market value of target PSUs awarded on April 11, 2019 (Ms. Plaines, Dr. Maxson and maximum levels for each performance goal ofMessrs. Ulbrich, Jacobson, and O'Brien) and October 14, 2019 (Messrs. Lerner and Shah), under the 2019 GEB LTIP.   U.S. GAAP Diluted EPS (50% weighting) (#) Beyond Goals (40% weighting) (#) Relative TSR (10% weighting) (#) Total PSUs Granted (#) Value(1) Christian Ulbrich 14,358 11,486 2,871 28,715 $4,368,413 Stephanie Plaines 4,786 3,829 957 9,572 $1,456,188 Patricia Maxson 2,441 1,953 488 4,882 $742,699 Jeff A. Jacobson 3,191 2,552 638 6,381 $970,742 Yishai Lerner 7,203 5,763 1,440 14,406 $2,025,051 Gregory P. O’Brien 6,748 5,399 1,349 13,496 $2,053,146 Mihir Shah 7,203 5,763 1,440 14,406 $2,025,051   (1) The amounts we report in this column reflect the grant date fair values of PSU awards to our NEOs computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation.   (1) To determine the compensation of Named Executive Officers, the Committee utilizes a variation of disclosed adjusted EBITDA, which we refer to as LTIP Adjusted EBITDA and excludes (i) net non-cash MSRs and mortgage banking derivative activity, (ii) certain restructuring and charges, and (iii) LaSalle incentive fees and equity earnings. (2) Relative TSR has the meaning set forth in the previous table. (3) Discussed below in“Progress AgainstJLL ❘ 2020 Long-Term Objectives.”Proxy Statement    41 Back to Contents Restricted stock units We issued restricted stock units (DeterminationRSUs) under our existing Stock Award and Incentive Plans to certain of 2017 Long-Term Incentives: GEB LTIPour NEOs in 2019. Restricted stock units were granted to Dr. Maxson to recognize her interim role as CFO. Restricted stock units were granted to Ms. Plaines as part of her 2019 New Hire Employment Agreement. Restricted stock units were granted to each of Messrs. Lerner and Shah as part of his 2018 New Hire Employment Agreement and his 2019 Co-CEO JLL Technologies Employment Agreement. All such restricted stock units vest over a three-year or four-year period contingent generally upon continued service with JLL. The grant dates, vesting schedules, and other information about these RSU grants can be found in footnote 3 to the “Grants of plan-based awards for 2019” table on page 47.   The table below presents the actual performance for the 2015-2017 period versus targets for the GEB LTIP. (1) To determine the compensation of Named Executive Officers, the Committee utilizes a variation of disclosed adjusted EBITDA, which we refer to as Adjusted EBITDA and excludes (i) net non-cash mortgage servicing rights and mortgage banking derivative activity, (ii) certain restructuring and acquisition charges, and (iii) LaSalle incentive fees and equity earnings. (2) Determined based on the percentile ranking within the Russell 3000. (3) Discussed below in “Progress Against 2020 Long-Term Objectives.” Proxy Statement Page | 40 Progress against 2020 Long-Term Objectives The following includes some of the factors that we took into account in determining the extent to which our Named Executive Officers collectively met our 2020 Objectives for 2017. Growth and Profitability (40%) Build our leading local and regional market positions — Growth in global leasing and tenant representation ahead of established targets; expansion and further organic growth of industrial business exceeding targeted growth; exceeded target for planned revenue growth in Canada; continued progress on roadmap for strategy in Africa. Grow our leading position in Corporate Solutions — Exceeded targets for global Corporate Solutions revenue growth; met targets established on growing the EMEA Corporate Solutions business revenue; did not meet goals on margin in U.S. Capture the leading share of global capital flows for investment sales— Achieved above target growth on debt business in EMEA; exceeded targets for global Capital Markets against established 2020 plans; U.S. Capital Markets business exceeded targets. Strengthen LaSalle Investment Management’s leadership position— Achieved above target growth for US core platform; below targets for LaSalle Total AUM goal. Platform (30%) Maintained investment grade balance sheet; exceeded planned target for profitable procurement functions across the Company; completion of all internal components of the rebrand; continued success of several key technology platforms; data management in place. Productivity (15%) Launch of program for foundations and advancement of shared service organization including service areas of excellence; completion of implementation of career and compensation framework in targeted countries; target met to improve productivity in shared service centers in targeted cities. Leadership (15%) Continued significant progress on hiring and promotions of women within all units of the business; ongoing focus on building depth of successors for all GEB leadership roles; progress made on actionable development plans but below target; succeeded in establishing senior leadership development programs in all regions; continued to win key awards for client service, integrity, governance, and being a good place to work for employees. Adjusted EBITDA results produced funding of 108% of the budget. Based on the funding, the Committee approved the following GEB LTIP awards for 2017 based on the performance versus targets of LTIP Adjusted EBITDA, Relative TSR, and the 2020 Objectives. Results for each of the performance measures yields an award range of 50% - 150% of target funding. After considering company performance, using straight-line interpolation yields an award for the GEB LTIP of 87% of target funding. We deliver the awards under the GEB LTIP in RSUs with the exception of Mr. Jacobson. Grants earned in 2017 will vest in thirds each year beginning in 2019. In lieu of RSUs, Mr. Jacobson receives a notional investment in a weighted average global return for LaSalle’s entire assets under management. (1) The maximum award amounts available under the GEB LTIP are 150% of target funding. The following are the maximum award amounts available by individual: $4,241,000 for Mr. Ulbrich, $1,707,000 for Mr. Bloxam, $1,218,000 for Mr. Jacobson, $1,815,000 for Ms. Kelly, and $2,589,000 for Mr. O’Brien. We provide additional information about the payments under the GEB LTIP to our Named Executive Officers in the Summary Compensation Table. In addition to the GEB LTIP, Mr. Jacobson received an award of $694,000 under the LaSalle LTIP. Proxy Statement Page | 41 The aggregate award in the above table of $6,710 is composed of the following amounts for each performance measure: The LaSalle LTIP Since he is the Chief Executive Officer of LaSalle,Jeff A. Jacobson, who is oneCEO of our Named Executive Officers,LaSalle Investment Management, participates in the LaSalle LTIP as well as the GEB LTIP. UnderLTIP. Mr. Jacobson’s award under the LaSalle LTIP we determine a fixed incentive amount to be paid to a group of senior LaSalle officers at the end of each year through a portion of the incentive fees LaSalle has earned, plus a portion of LaSalle’s global pre-bonus EBITDA. We have established the LaSalle LTIP for the period of January 1, 2013 and ending December 31, 2017. The award is paiddelivered in one-quarter tranches over four years. restricted stock units. The LaSalle LTIP isfunded each calendar year by the sum of 15% of the gross incentive fees earned by LaSalle plusInvestment Management and 5% of LaSalle’sthat entity’s global pre-bonus EBITDA (net of incentive fees), both from the prior year.. The resulting pool as funded by the global pre-bonus EBITDA, will beis reduced to the extent necessary to ensure that the ratio of LaSalle’s total compensation to total revenue does not exceed 60% for any given year. This(This ratio will beis calculated using the gross LaSalle LTIP award in the year earned and not the U.S. GAAP amortization expense reflected in LaSalle’s financial statements. We then make the payout from the pool to those) LaSalle executives who were previouslyare granted a fixed number of participant points against the pool. pool at the start of each three-year performance period, and then receive awards based on actual performance. We expect adjustments to the LaSalle LTIP for 2020 and forward, including changes to the funding percentages identified above. We provide information below in the Summary Compensation Table informationand in footnote 3 to the “Grants of plan-based awards for 2019” table on page 47 about the specific awards we made to Mr. Jacobson under the LaSalle LTIP.   Additional Compensation ElementsSeverance arrangements for NEOs United States Savings and Retirement Plan for U.S. Based Named Executive Officers Our United States Savings and Retirement Plan (Retirement Plan) is a defined contribution plan qualified under Section 401(k) of the U.S. Internal Revenue Code.We make matching contributions to each eligible participant’s account in an amount equal to 100% of each dollar contributed to the Retirement Plan, up to the first 3% of the participant’s compensation. We match 50% of each dollar contributed to the Retirement Plan on the next 2% of compensation. The maximum match under the plan is currently $10,800 per year per participant based on the annual compensation limit under the Code. Pre-tax, Roth after-tax, and catch-up contributions are taken into account in determining the amount of employer matching contributions. A participant does not become eligible to receive the Company’s matching payments unless he or she has completed at least 1,000 hours of service during the 12-month period beginning on the date of hire or during any Retirement Plan year that begins after the date of hire. Participants are vested in all amounts in their Retirement Plan accounts. Our Named Executive Officers who are United States taxpayers, Jeff A. Jacobson, Christie B. Kelly, and Gregory P. O’Brien, are eligible to participate in the Retirement Plan. Messrs. Jacobson and O’Brien participated during 2017. The matching contributions we made on their behalf are reported in the Summary Compensation Table. Proxy Statement Page | 42 United States Deferred Compensation Plan Effective for compensation paid on and after January 1, 2004, we established aDeferred Compensation Plan for our employees in the United States who are at our National Director level and above. The Deferred Compensation Plan is a non-qualified deferred compensation program intended to comply with Section 409A of the Code. The Plan permits eligible participants, including those of our Named Executive Officers who are subject to United States income tax, to voluntarily elect to defer up to 75% of their base salaries, up to 100% of their annual incentives and up to 100% of their vested restricted stock unit awards. There is no Company match on deferrals other than those in the qualified plan. Members of our Board of Directors are eligible to participate in the Deferred Compensation Plan with respect to their Director fees and, effective for 2013, the restricted stock unit portions of their retainers. The amounts of any compensation deferred under the Deferred Compensation Plan remain an asset of the Company and constitute an unsecured obligation of the Company to pay the participants in the future. As such, they are subject to the claims of other creditors in the event of the Company’s insolvency. Gains and losses on deferred amounts are credited based on the performance of a hypothetical investment in a variety of mutual fund investment choices the participants select. Participants must elect certain future distribution dates on which all or a portion of their accounts will be paid to them in cash, including in the case of a change in control of the Company. The Company does not make any contributions to the Deferred Compensation Plan beyond the amounts of compensation that participants themselves elect to contribute. Jeff A. Jacobson has previously elected to defer certain amounts of their compensation under the Deferred Compensation Plan. We provide their account values below. Severance Arrangements for Named Executive Officers We currently maintain a Severance Pay Plan for full-time employees in the United States,U.S., including executive officers.To be eligible to receive benefits under the Severance Pay Plan, an employee must be involuntarily terminated from employment under specified circumstances and also must meet allcertain other conditions. Severance benefits are the same regardless of the conditions ofwhether severance is related to a change in control or other circumstances. Benefits under the Severance Pay Plan. Severance benefits includes: (1) Plan include: ● base severance composed ofequal to one-half month of base pay (not including the expected annual incentive) in effect at the time of the employment termination, and (2) ● enhanced severance providedif the employee executes a severance agreement and general release in favor of JLL. The severance is the same regardless of whether it is related to a change in control. Enhanced severance is (i) a multiple of base pay that varies with the circumstances of termination and is otherwise based on an employee’s position level and length of service, (ii) reimbursement for certain health care insurance costs, and (iii) outplacement for professional employees. The maximum benefit available under the Severance Pay Plan would beis fifteen months of base pay. For employees terminated after June 30 of any given year and before annual incentives are paid for thethat year, in which they are terminated, enhanced severance also may include anincludes a pro-rated annual incentive payment, calculated as a pro-rated share ofbased on the employee’s target annual incentive for the year of termination, subject to JLL’s then existingthen-existing practice of determining annual incentive payments. Under a provision of the Severance Pay Plan that we have specifically established to cover members of our Global Executive Board, each of the Named Executive OfficersNEOs would be eligible (regardless of length of service or location) to receive a minimum of twelve months of base salary, plus an amount equal to the individual’s target annual incentive then in effect,for the year of termination, as enhanced severance if his or herthat executive’s employment is involuntarily terminated by the CompanyJLL without cause. To the extent applicable, a GEBGlobal Executive Board participant who is also eligible to receive severance payments under any other plan, program or arrangement provided to employees in countries other than the United StatesU.S. may elect whether to receive payments under such other arrangement rather than the Severance Pay Plan, or such other arrangement, but ismay not entitled to receive payments under both. In any event, the maximum benefit under the Severance Pay Plan remains at fifteen months (excluding potential for a prorated share under the annual incentive plan based on the individual’s exit date) if a participant has sufficient longevity with the Companytenure to exceed the twelve-month minimum. The potential severance benefits we make available to our Named Executive OfficersNEOs are designed to assist in retaininghelp us retain them as we compete for talented employees in a marketplace for global talent where similar (if not often greater) protections are commonly offered. We intend for severance benefits to ease an employee’s transition due to an unexpected employment termination by the Company.termination. As our severance benefits would also be available in the case of a termination that followed a change in control, our severance arrangements alsomay encourage employees to remain focused on the Company’sJLL’s business in the event of rumored or actual fundamental corporate changes. We do not provide any tax gross-ups on severance payments under any circumstances.   Proxy Statement Page | 43 PerquisitesAdditional information We do not provide personal perquisites (such as non-business airline travel) of any significance to our Named Executive Officersas part of their compensation packages. In appropriate circumstances, we do provide reimbursement for certain expatriate expenses, all of which we disclose in the Summary Compensation Table. Mr. Ulbrich's transportation allowance is aligned with market practice when compared to his Chief Executive Office peers in Europe. Proxy Statement Page | 44 Compensation Committee Report As more particularly described above under “Corporate Governance Principles and Board Matters,” the Compensation Committee of the Board is responsible for providing independent, objective oversight of JLL’s executive compensation programs, including those with respect to stock ownership. The Compensation Committee is currently composed of six Non-Executive Directors, each of whom is independent as defined by the NYSE listing standards in effect at the time of mailing of this Proxy Statement and by applicable SEC rules. The Compensation Committee operates under a written charter, which the Board of Directors has approved. The Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis presented in this Proxy Statement. Based on such review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. The Compensation Committee Ming Lu (Chairman) Hugo Bagué Samuel A. Di Piazza, Jr. Dame DeAnne Julius Sheila A. Penrose Shailesh Rao Proxy Statement Page | 45 Executive Compensation Tables The following tables and footnotes set forth information regarding the cash and other forms of compensation we paid in respect of performance during each of 2017, 2016, and 2015, to our Named Executive Officers: OurChief Executive Officer and President; OurChief Financial Officer; and In alphabetical order, our nextthree most highly compensated Executive Officers. Each of the Named Executive Officers held the position indicated in the table for all of 2017. Except as specified, the footnote disclosures below generally relate only to compensation for 2017. We included footnotes to compensation for prior years in the respective Proxy Statements relating to those years. The footnotes explain how and where we converted amounts in the tables from other currencies into U.S. Dollars. Summary Compensation Table Name and Principal Position Year Salary(1)  Bonus Stock Awards(2)  Option Awards Non-Equity Incentive Plan Compensation(3)  Change in Pension Value and Non-Qualified Deferred Compensation Earnings All Other Compensation(1)(4)  Total Christian Ulbrich Chief Executive Officer and President 2017 $809,858 — $2,460,000   $5,841,000 — $108,143 $9,219,001 2016 $481,619 — $2,431,351   $3,024,930 — $88,435 $6,026,335 2015 $369,959 — $1,920,000 — $4,032,000 — $71,448 $6,393,407 Christie B. Kelly Chief Financial Officer   2017 $400,000 — $1,052,000 — $2,365,000 — $23,430 $3,840,430 2016 $400,000 — $1,176,984 — $1,910,000 — $21,658 $3,508,642 2015 $400,000 — $1,920,000 — $3,715,000 — $13,099 $6,048,099 Richard Bloxam Global Chief Executive Officer, Capital Markets 2017 $445,517 — $1,340,000 — $2,333,000 — $46,113 $4,164,630                   Jeff A. Jacobson Chief Executive Officer LaSalle Investment Management 2017 $400,000 — — — $4,457,000 — $15,704 $4,872,704 2016 $400,000 — — — $3,649,000 — $9,125 $4,058,125 2015 $400,000 — $300,000 — $5,082,000 — $25,997 $5,807,997 Gregory P. O’Brien Chief Executive Officer Americas 2017 $400,000 — $1,501,000   $3,608,000 — $33,435 $5,542,435 2016 $400,000 — $1,176,984   $2,410,000 — $29,223 $4,016,207 2015 $400,000 — $1,920,000 — $3,872,000 — $21,322 $6,213,322 Please Note: (1) We pay the annual base salaries and certain other compensation for Messrs. Bloxam and Ulbrich in the currencies where they reside — Euros for Mr. Ulbrich, and British Pounds for Mr. Bloxam. As such, amounts fluctuate in U.S. dollars given movement in foreign currency exchange rates over time; the amounts in the table above were converted from local currencies to U.S. Dollars using the applicable exchange rates as of December 31. For 2017, the year-end exchange rates to U.S. Dollars were 1.19979 for Euros, and 1.35005 for British Pounds. Amounts shown in the table for Messrs. Bloxam and Ulbrich in the “Stock Awards” and “Non-Equity Incentive Plan Compensation” columns were originally quoted in U.S. Dollars and so do not raise the same currency translation considerations as the other compensation. (2) The amounts we report in this column reflect the grant date fair values of certain different stock awards we made to our Named Executive Officers computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. We discuss these different types of awards in more detail below under “Grants of Plan-Based Awards For 2017.” (3) The amounts in this column reflect annual incentive cash paymentswe made under the performance-based awards provisions that we used to determine executive compensation under our existing Stock Award and Incentive Plan. Consistent with previous years’ disclosures in our Proxy Statements, the annual incentive amounts shown for 2017 were actually paid in 2018 but relate to the achievement of performance objectives established for 2017. (a)For Mr. Jacobson, the amount in this column includes $694,000 earned under the LaSalle LTIP for 2017, one-quarter of which ($173,500) was paid in cash in 2018 and the other three quarters of which will be paid in cash in 2019, 2020 and 2021, respectively, assuming that he has not then previously terminated his employment at the time of the payment. We also show this amount separately in the table below under “Grants of Plan-Based Awards For 2017.” (b)For Mr. Jacobson, the amount in this column includes $707,000 paid in connection with the award made under the GEB LTIPin lieu of restricted stock units. This award is discussed in more detail below in footnote (1)(b) under “Grants of Plan-Based Awards for 2017.” Proxy Statement Page | 46 (4) (a)The other amounts in this columnwith respect to 2017 reflect: (i) Matching contributions by JLL to the Savings and Retirement Plan of $10,800 for each of Mr. Jacobson and Mr. O’Brien; (ii) Premiums paid on life insurance policies and healthcare incentive bonuses under our health plan in the aggregate of $4,235 for Mr. Ulbrich, $914 for Ms. Kelly, $4,346 for Mr. Bloxam, $914 for Mr. Jacobson and $914 for Mr. O’Brien; (iii) Pension contributions of $30,691 for Mr. Ulbrich and $24,913 for Mr. Bloxam; and (iv) Transportation allowances of $43,453 for Mr. Ulbrich and $14,344 for Mr. Bloxam. (b) In each of June and December of 2017, at the same time that the Company paid a semi-annual cash dividend of $0.35 per share and $0.37 per share, respectively, of its outstanding Common Stock, the Company also paid a dividend equivalent of the same amount on each outstanding unvested restricted stock unit. The amounts shown in this column include the dividend equivalents that were paid on restricted stock units held by Mr. Ulbrich in the total amount of $29,775; Ms. Kelly in the total amount of $22,516; Mr. Bloxam in the total amount of $2,509; Mr. Jacobson in the total amount of $3,990; and Mr. O’Brien in the total amount of $21,596. We do not include dividends paid on shares that have previously vested and may still be held by the Named Executive Officers in personal brokerage accounts. Grants of Plan-Based Awards For 2017 The following table sets forth information about awards, the totals of which are reflected in the Summary Compensation Table above, that we made to the Named Executive Officers under our existing Stock Award and Incentive Plan, including under the GEB LTIP and the LaSalle LTIP. We did not grant any stock options to the Named Executive Officers in 2017 and do not anticipate doing so during 2018.     Equity Under Future Payouts Under Non-Equity Incentive Plan Awards(1)  Equity Under Future Payouts Under Equity Incentive Plan Awards         Name Grant Date Threshold Target Maximum Threshold Target Maximum All Other Stock Awards: Number of Shares of Stock or Units(2)(3)  All Other Option Awards: Number of Securities Underlying Options Exercise or Base Price of Option Awards Grant Date Fair Value of Stock and Option Awards Christian Ulbrich 3/1/18 — — — — — — 15,193 — — $ 2,460,000 Totals:                     $ 2,460,000 Christie B. Kelly 3/1/18 — — — — — — 6,497 — — $ 1,052,000 Totals:                     $ 1,052,000 Richard Bloxam 3/1/18 — — — — — — 6,114 — — $ 990,000   1/17/17 — — — — — — 3,408 — — $ 350,000 Totals:                     $ 1,340,000 Jeff A. Jacobson 3/1/18 $ 694,000 $ 694,000 $ 694,000 — — — — — — 694,000   3/1/18 $ 707,000 $ 707,000 $ 707,000 — — — — — — 707,000 Totals:     $ 1,401,000               $ 1,401,000 Gregory P. O’Brien 3/1/18 — — — — — — 9,270 — — $ 1,501,000 Totals:                     $ 1,501,000 (1) LaSalle Long-Term Incentive Compensation Program (a) The 2018 grant for $694,000 reflects the cash award we made under the LaSalle LTIP in 2018 to Mr. Jacobson and that is subject to future vesting. The award relates to 2017 performance. Of the amount shown in the table, one quarter has been paid in cash in 2018 and one quarter will be paid in cash in each of 2019, 2020, and 2021 assuming that Mr. Jacobson has not then previously terminated his employment at the time of the payment. The amount shown for each of “Threshold,” “Target,” and “Maximum” is the same because it has already been determined and does not charge based on future performance. (b) The 2018 grant for $707,000 reflects the awards we made under the GEB LTIP. In lieu of restricted stock units, these amounts will be notionally invested in a weighted average global return for LaSalle’s assets under management. Proxy Statement Page | 47 (2) Restricted Stock Units Paid under the GEB LTIP.The Named Executive Officers below received their 2017 annual GEB LTIP award (granted in 2018) in the form of restricted stock units (rounded up to the nearest whole share). Name   Grant Date   Number of Restricted Stock Units(1)    Closing Price Per Share of Common Stock on Grant Date     Value of Restricted Stock Units Based on Grant Date Closing Price   Christian Ulbrich   3/1/18   15,193   $ 161.92     $ 2,460,000   Christie B. Kelly   3/1/18   6,497   $ 161.92     $ 1,052,000   Richard Bloxam   3/1/18   6,114   $ 161.92     $ 990,000   Gregory P. O’Brien   3/1/18   9,270   $ 161.92     $ 1,501,000   (1) All of these restricted stock unit awards vest ratably over three years. (3) One-Time Grants of Restricted Stock Units. The award received by Mr. Bloxam on January 17, 2017 was a one-time grant made in recognition of his promotion to Global Chief Executive Officer, Capital Markets. The closing price per share of Common Stock for this award was $102.70 and vests on February 15, 2020. Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning the number and value of unvested restricted stock units outstanding as of December 29, 2017, when the price per share of our Common Stock at the close of trading on the NYSE was $148.93. The stock awards reported in this table were all made under our existing Stock Award and Incentive Plan and represent (a) grants of restricted stock units paid as part of our annual incentives and (b) restricted stock units paid under the GEB LTIP. None of our Named Executive Officers has any outstanding stock options.     Option Awards   Stock Awards Name   Number of Securities Underlying Unexercised Options (#) Exercisable   Number of Securities Underlying Unexercised Options (#) Unexercisable   Option Exercise Price ($)   Option Expiration Date   Number of Restricted Stock Units That Have Not Vested (#)(1)    Market Value of Restricted Stock Units That Have Not Vested ($)   Christian Ulbrich   0   0   0   n/a   39,090   $ 5,821,674   Christie B. Kelly   0   0   0   n/a   30,534   $ 4,547,429   Richard Bloxam   0   0   0   n/a   9,522   $ 1,418,112   Jeff A. Jacobson   0   0   0   n/a   5,005   $ 745,395   Gregory P. O’Brien   0   0   0   n/a   28,786   $ 4,287,099   (1) The restricted stock units in this table will vest on the basis of one of our standard vesting schedules which include (A) 100% vesting after three years, (B) 50% vesting after three years and 50% after five years, and (C) one-third vesting after one year, one-third vesting after two years, and one-third vesting after three years. Option Exercises and Stock Vested During 2017 The following table sets forth information about grants of restricted stock units we made prior to 2018 and that vested in 2017. None of the Named Executive Officers exercised any options during 2017 and none of them has any options outstanding.     Option Awards   Stock Awards Name   Number of Shares Acquired on Exercise (#)   Value Realized Upon Exercise ($)   Number of Shares Acquired on Vesting (#)(1)    Value Realized on Vesting ($)(2)    Christian Ulbrich   0   0   12,962   $ 1,499,222   Christie B. Kelly   0   0   8,208   $ 952,873   Richard Bloxam   0   0   0   $ 0   Jeff A. Jacobson   0   0   3,718   $ 433,106   Gregory P. O’Brien   0   0   7,345   $ 865,036   Proxy Statement Page | 48 (1) Number of shares shown represent the total number of shares vested excluding shares withheld for tax obligations, if applicable. (2) Values shown represent the per share closing price of our Common Stock on the NYSE on the respective vesting dates for the restricted stock units indicated. Units shown in the table vested on February 23, 2017, with a related price per share of $115.64; on February 24, 2017, with a related price per share of $115.62; on February 25, 2017, with a related price per share of $113.93; on July 1, 2017, with a related price per share of $125.00; and on August 25, 2017, with a related price per share of $120.20. Retirement Benefits We do not have a defined benefit retirement plan for any of our Named Executive Officers. All of the Company’s contributions we describe below are reflected in the Summary Compensation Table under “All Other Compensation.” Christie B. Kelly, Jeff A. Jacobson, and Gregory P. O’Brien.As employees within the United States, each of Ms. Kelly, Mr. Jacobson, and Mr. O’Brien is eligible to participate in the United States Savings and Retirement Plan, a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code, on the same terms and conditions that apply to our U.S. employees generally. We provide additional information about the operation of our United States Savings and Retirement Plan in the Compensation Discussion and Analysis. The maximum annual matching contribution by the Company for each person who participates in the 401(k) Plan, effective after such person has been employed for twelve months, is currently $10,800. Nonqualified Deferred Compensation The following table sets forth certain information concerning the voluntary participation by certain of our Named Executive Officers in our U.S. Deferred Compensation Plan, a Plan to which employees who are taxpayers in the United States may provide contributions but to which the Company itself does not make any contributions. We provide additional information about this Plan in the Compensation Discussion and Analysis. Amounts shown below are as of December 31, 2017. Since they are not U.S. taxpayers, neither of Messrs. Bloxam nor Ulbrich is eligible to participate in this Plan. Name Executive Contributions in Last Fiscal Year Registrant Contributions in Last Fiscal Year Aggregate Earnings (Losses) in Last Fiscal Year Aggregate Withdrawals or Distributions Aggregate Balance at Last Fiscal Year End Jeff A. Jacobson $0 $0 $24,579 $0 $138,101 Termination and Change in Control Payments The following tables provide a summary of the approximate amounts that we would be obligated to pay to each of our Named Executive Officers, following or in connection with a termination that results from: Voluntary termination by the Named Executive Officer; Involuntary termination of the Named Executive Officer; Retirement, including the definition of retirement under the 2017 Stock Award and Incentive Plan; or A change in control of the Company. Proxy Statement Page | 49 Christian Ulbrich Element of Compensation   Voluntary Termination     Involuntary Termination (no cause)     Retirement Upon Rule of 65     Upon Change in Control Event (CIC)     CIC - Constructive Termination     CIC - Involuntary Termination   Cash Severance Benefit(a)    $ —     $ 5,891,857 (b)    $ —     $ —     $ 5,891,857 (c)    $ 5,891,857   Vacation Pay   $ 22,318 (d)    $ 22,318     $ 22,318     $ —     $ 22,318     $ 22,318   Benefit Continuation   $ —     $ —     $ —     $ —     $ —     $ —   Deferred Compensation Balance   $ —     $ —     $ —     $ —     $ —     $ —   Annual Incentive Awards   $ —     $ 5,082,000 (e)    $ —     $ —     $ 5,082,000     $ 5,082,000   Retirement Plan Benefits   $ —     $ —     $ —     $ —     $ —     $ —   Long Term Incentive Awards                                                 - Stock Options   $ —     $ —     $ —     $ —     $ —     $ —   - Restricted Shares(g)    $ —     $ 242,160     $ 5,508,176     $ 424,897 (f)    $ 424,897     $ 5,933,073   - Cash   $ —     $ 206,000     $ 206,000     $ 206,000     $ 206,000     $ 206,000   Excise Tax Gross Up   $ —     $ —     $ —     $ —     $ —     $ —   Outplacement Services   $ —     $ —     $ —     $ —                                                                     Total Value of Payments   $ 22,318     $ 11,444,336     $ 5,736,494     $ 630,897     $ 11,627,073     $ 17,135,249   Notes: (a) Annual base salaries and certain other compensation are paid in the country Mr. Ulbrich resides. For 2017, the year-end foreign currency exchange rates to U.S. Dollars were 1.19979 for Euros. (b) Involuntary termination provides current severance benefits under our Severance Pay Plan, which may be selected as an alternative to the “Garden Leave” provisions under Mr. Ulbrich’s employment arrangements. This benefit assumes no additional expense related to reimbursement of other personal allowances currently extended to Mr. Ulbrich. Other than as the result of the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our Named Executive Officers that would result from a change of control over the Company. (c) Change in control severance benefits would result from the continuation of the Company’s Severance Pay Plan following change in control. Other than as the result of the severance benefit we describe above, the Company does not provide any additional or enhanced change in control benefits. (d) Vacation pay shown is for a full year of unused vacation, but the actual amount paid would be reduced by actual vacation having been taken at time of termination. (e) Annual incentive awards are based on actual Company, business segment and individual performance prorated for the period employed during the year at time of termination. The amount shown is an estimate based on the operation of the Company’s standard Severance Pay Plan. (f) Company equity awards granted prior to 2013 become fully vested upon on change of control, as defined in the applicable award agreements and plan documents. Effective 2013, equity grants under our GEB long-term incentive compensation plans have a “double trigger” in the case of a change of control (namely the executive’s employment must be terminated after the change of control in order for the restricted stock to vest on an accelerated basis). (g) The value of unvested restricted stock units outstanding as of December 31, 2017, when the price per share of our Common Stock at the close of trading on the NYSE was $148.93. Proxy Statement Page | 50 Christie B. Kelly Element of Compensation   Voluntary Termination     Involuntary Termination (no cause)     Retirement Upon Rule of 65     Upon Change in Control Event (CIC)     CIC - Constructive Termination     CIC - Involuntary Termination   Cash Severance Benefit   $ —     $ 2,580,000 (a)   $ —     $ —     $ 2,580,000 (b)   $ 2,580,000   Vacation Pay   $ —     $ —     $ —     $ —     $ —     $ —   Benefit Continuation   $ —     $ 23,620     $ —     $ —     $ 23,620     $ 23,620   Deferred Compensation Balance   $ —     $ —     $ —     $ —     $ —     $ —   Annual Incentive Awards   $ —     $ 2,180,000 (c)   $ —     $ —     $ 2,180,000     $ 2,180,000   Retirement Plan Benefits   $ —     $ —     $ —     $ —     $ —     $ —   Long Term Incentive Awards   $ —     $ —     $ —     $ —     $ —     $ —   - Stock Options   $ —     $ —     $ —     $ —     $ —     $ —   - Restricted Shares(e)    $ —     $ 90,847     $ 3,506,110     $ 1,078,104 (d)   $ 1,078,104     $ 3,779,694   - Cash   $ —     $ 206,000     $ 206,000     $ 206,000     $ 206,000     $ 206,000   Excise Tax Gross Up   $ —     $ —     $ —     $ —     $ —     $ —   Outplacement Services   $ —     $ 15,000     $ —     $ —     $ 15,000     $ 15,000                                                     Total Value of Payments   $ —     $ 5,095,467     $ 3,712,110     $ 1,284,104     $ 6,082,724     $ 8,784,314   Notes: (a) Involuntary termination provides current severance benefits under our standard Company Severance Pay Plan. Other than as the result of the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our Named Executive Officers that would result from a change of control over the Company. (b) Change in control severance benefits would result from the continuation of the Company’s standard Severance Pay Plan following change in control. Other than as the result of the severance benefit we describe above, the Company does not provide any additional or enhanced change in control benefits. (c) Annual incentive awards are based on actual Company, business segment and individual performance prorated for the period employed during the year at time of termination. The amount shown is an estimate based on the operation of the Company’s standard Severance Pay Plan. (d) Company equity awards granted in connection with new hire become fully vested upon a change in control, as defined in the applicable award agreements and plan documents. All equity grants made as a GEB member have a “double trigger” in the case of a change in control (namely the executive’s employment must be terminated after the change in control in order for the restricted stock to vest on an accelerated basis). (e) The value of unvested restricted stock units outstanding as of December 31, 2017, when the price per share of our Common Stock at the close of trading on the NYSE was $148.93. Proxy Statement Page | 51 Richard Bloxam Element of Compensation   Voluntary Termination     Involuntary Termination (no cause)     Retirement Upon Rule of 65     Upon Change in Control Event (CIC)     CIC - Constructive Termination     CIC - Involuntary Termination   Cash Severance Benefit(a)    $ —     $ 2,491,518 (b)   $ —     $ —     $ 2,491,518 (c)   $ 2,491,518   Vacation Pay   $ 8,568     $ 8,568     $ 8,568     $ —     $ 8,568     $ 8,568   Benefit Continuation   $ 14,344     $ 14,344     $ 14,344     $ —     $ 14,344     $ 14,344   Deferred Compensation Balance   $ —     $ —     $ —     $ —     $ —     $ —   Annual Incentive Awards   $ —     $ 2,046,000 (d)   $ —     $ —     $ 2,046,000     $ 2,046,000   Retirement Plan Benefits   $ —     $ 16,201     $ —     $ —     $ 16,201     $ 16,201   Long Term Incentive Awards                                                 - Stock Options   $ —     $ —     $ —     $ —     $ —     $ —   - Restricted Shares(f)    $ —     $ —     $ 1,418,111     $ — (e)   $ —     $ 1,418,111   - Cash   $ —     $ —     $ —     $ —     $ —     $ —   Excise Tax Gross Up   $ —     $ —     $ —     $ —     $ —     $ —   Outplacement Services   $ —     $ 20,251     $ —     $ —     $ 20,251     $ 20,251                                                     Total Value of Payments   $ 22,912     $ 4,596,882     $ 1,441,023     $ —     $ 4,596,882     $ 6,014,993   Notes: (a) Annual base salaries and certain other compensation are paid in the country Mr. Bloxam resides. For 2017, the year-end foreign currency exchange rates to U.S. Dollars were 1.35005 for British Pounds. (b) Involuntary termination provides current severance benefits under our standard Company Severance Pay Plan. Other than as the result of the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our Named Executive Officers that would result from a change of control over the Company. (c) Change in control severance benefits would result from the continuation of the Company’s standard Severance Pay Plan following change in control. Other than as the result of the severance benefit we describe above, the Company does not provide any additional or enhanced change in control benefits. (d) Annual incentive awards are based on actual Company, business segment and individual performance prorated for the period employed during the year at time of termination. The amount shown is an estimate based on the operation of the Company’s Severance Pay Plan. (e) Company equity awards granted prior to GEB election become fully vested upon on change of control, as defined in the applicable award agreements and plan documents. Effective 2013, equity grants under our GEB long-term incentive compensation plans have a “double trigger” in the case of a change of control (namely the executive’s employment must be terminated after the change of control in order for the restricted stock to vest on an accelerated basis). (f) The value of unvested restricted stock units outstanding as of December 31, 2017, when the price per share of our Common Stock at the close of trading on the NYSE was $148.93. Proxy Statement Page | 52 Jeff A. Jacobson Element of Compensation   Voluntary Termination     Involuntary Termination (no cause)     Retirement Upon Rule of 65     Upon Change in Control Event (CIC)     CIC - Constructive Termination     CIC - Involuntary Termination   Cash Severance Benefit   $ —     $ 3,048,000 (a)   $ —     $ —     $ 3,048,000 (b)   $ 3,048,000   Vacation Pay   $ —     $ —     $ —     $ —     $ —     $ —   Benefit Continuation   $ —     $ 21,789     $ —     $ —     $ 21,789     $ 21,789   Deferred Compensation Balance   $ 138,101 (c)   $ 138,101     $ 138,101     $ —     $ 138,101     $ 138,101   Annual Incentive Awards   $ —     $ 2,648,000 (d)   $ —     $ —     $ 2,648,000     $ 2,648,000   Retirement Plan Benefits   $ 1,428,109 (e)   $ 1,428,109     $ 1,428,109     $ —     $ 1,428,109     $ 1,428,109   Long Term Incentive Awards                                                 - Stock Options   $ —     $ —     $ —     $ —     $ —     $ —   - Restricted Shares(g)    $ —     $ 163,376     $ —     $ 300,392 (f)   $ 300,392     $ 300,392   - Cash(i)    $ 4,760,771 (h)   $ 4,760,771     $ 4,760,771     $ —     $ 4,760,771     $ 4,760,771   Excise Tax Gross Up   $ —     $ —     $ —     $ —     $ —     $ —   Outplacement Services   $ —     $ 15,000     $ —     $ —     $ 15,000     $ 15,000                                                     Total Value of Payments   $ 6,326,982     $ 12,223,147     $ 6,326,982     $ 300,392     $ 12,360,163     $ 12,360,163   Notes: (a) Involuntary termination provides current severance benefits under our standard Company Severance Pay Plan. Other than as the result of the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our Named Executive Officers that would result from a change of control over the Company. (b) Change in control severance benefits would result from the continuation of the Company’s standard Severance Pay Plan following change in control. Other than as the result of the severance benefit we describe above, the Company does not provide any additional or enhanced change in control benefits. (c) Deferred Compensation Benefits reflect the value of fully-vested employee contributions to the Company’s Nonqualified Deferred Compensation Plan as of December 31, 2017. Specific distribution elections may result in payments over a period and not in a lump sum as described within the table. (d) Annual incentive awards are based on actual Company, business segment and individual performance prorated for the period employed during the year at time of termination. The amount shown is an estimate based on the operation of the Company’s standard Severance Pay Plan. (e) Retirement Plan Benefits reflect the value of fully vested employee and employer contributions to the Company’s 401(k) Savings and Retirement Plan as of December 31, 2017. (f) Company equity awards granted prior to 2013 become fully vested upon on change of control, as defined in the applicable award agreements and plan documents. Effective 2013, equity grants under our GEB long-term incentive compensation plans have a “double trigger” in the case of a change of control (namely the executive’s employment must be terminated after the change of control in order for the restricted stock to vest on an accelerated basis). (g) The value of unvested restricted stock units outstanding as of December 31, 2017, when the price per share of our Common Stock at the close of trading on the NYSE was $148.93. (h) Retirement Rule of 65 has been met and shares will continue to vest if voluntary termination occurs. Under the assumption that a non-solicit waiver has been received. (i) Effective 2015 awarded LTIP, in lieu of RSUs, LaSalle CEO will be notionally invested in a weighted average global return for LaSalle’s entire AUM. The cash amounts will follow same rules as the LTIP RSUs, however, distribution will follow the LaSalle restrictions. Proxy Statement Page | 53 Gregory P. O’Brien Element of Compensation   Voluntary Termination     Involuntary Termination (no cause)     Retirement Upon Rule of 65     Upon Change in Control Event (CIC)     CIC - Constructive Termination     CIC - Involuntary Termination   Cash Severance Benefit   $ —     $ 3,502,000 (a)   $ —     $ —     $ 3,502,000 (b)   $ 3,502,000   Vacation Pay   $ —     $ —     $ —     $ —     $ —     $ —   Benefit Continuation   $ —     $ 21,933     $ —     $ —     $ 21,933     $ 21,933   Deferred Compensation Balance   $ —     $ —     $ —     $ —     $ —     $ —   Annual Incentive Awards   $ —     $ 3,102,000 (c)   $ —     $ —     $ 3,102,000     $ 3,102,000   Retirement Plan Benefits   $ 1,012,409 (d)   $ 1,012,409     $ 1,012,409     $ —     $ 1,012,409     $ 1,012,409   Long Term Incentive Awards                                                 - Stock Options   $ —     $ —     $ —     $ —     $ —     $ —   - Restricted Shares(f)    $ 3,306,097 (g)   $ 3,306,097     $ 3,306,097     $ 374,261 (e)   $ 374,261     $ 3,488,834   - Cash   $ —     $ 206,000     $ 206,000     $ 206,000     $ 206,000     $ 206,000   Excise Tax Gross Up   $ —     $ —     $ —     $ —     $ —     $ —   Outplacement Services   $ —     $ 15,000     $ —     $ —     $ 15,000     $ 15,000                                                     Total Value of Payments   $ 4,318,506     $ 11,165,439     $ 4,524,506     $ 580,261     $ 8,233,603     $ 11,348,176   Notes: (a) Involuntary termination provides current severance benefits under our standard Company Severance Pay Plan. Other than as the result of the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our Named Executive Officers that would result from a change of control over the Company. (b) Change in control severance benefits would result from the continuation of the Company’s standard Severance Pay Plan following change in control. Other than as the result of the severance benefit we describe above, the Company does not provide any additional or enhanced change in control benefits. (c) Annual incentive awards are based on actual Company, business segment and individual performance prorated for the period employed during the year at time of termination. The amount shown is an estimate based on the operation of the Company’s standard Severance Pay Plan. (d) Retirement Plan Benefits reflect the value of fully vested employee and employer contributions to the Company’s 401(k) Savings and Retirement Plan as of December 31, 2017. (e) Company equity awards granted prior to GEB election become fully vested upon on change of control, as defined in the applicable award agreements and plan documents. Effective 2013, equity grants under our GEB long-term incentive compensation plans have a “double trigger” in the case of a change of control (namely the executive’s employment must be terminated after the change of control in order for the restricted stock to vest on an accelerated basis). (f) The value of unvested restricted stock units outstanding as of December 31, 2017, when the price per share of our Common Stock at the close of trading on the NYSE was $148.93. (g) Retirement Rule of 65 has been met and shares will continue to vest if voluntary termination occurs. Under the assumption that a non-solicit waiver has been received. Proxy Statement Page | 54 Pay Ratio Disclosure Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer and President. As a global organization, we have employees operating in 80 countries. Our objective is to provide competitive compensation commensurate with an employee’s position and geographic location. The following outlines our methodology for computing the ratio and the results of our analysis: In identifying our median employee, we used total cash compensation, as it represents a compensation measure consistently applied to all employees. The majority of our employees receive a base salary (paid on an hourly, weekly, biweekly or monthly basis) and some are eligible for an annual cash bonus. Other remuneration such as stock is not used for large portions of our employee population. As a result, we believe that total cash compensation provides an accurate depiction of total earnings for the purpose of identifying our median employee. We identified our median employee from our employee population at October 1, 2017, on which date we had a total of 76,874 employees (22,925 in the United States and 53,949 outside the United States). In doing so, we utilized 2016 compensation data (and therefore did not consider the compensation of employees who were not also employed by us for all of 2016) because of the time required to gather payroll data from over 52 external payroll providers and our determination that our employee population mix and distribution (geographic and otherwise) and employee compensation arrangements had not changed significantly from 2016 and that, accordingly, we could identify our median employee using the 2016 compensation data. Further, as part of our methodology under the "de minimis" exemption, we excluded a total of 2,743 non-U.S. employees (approximately 3.6% of our total workforce) in 23 countries, as set forth in further detail onAnnex B. After identifying the median employee, we calculated the median employee’s 2017 compensation. We identified and included the elements of such compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (including personal benefits that aggregated less than $10,000). We also included the estimated cost to us of health benefits to the median employee under non-discriminatory benefit plans. We used the same methodology to calculate the compensation of our Chief Executive Officer and President (although our Chief Executive Officer does not participate in our non-discriminatory health plans because of the coverage he receives in Germany, where he is located). Using these calculations, our median employee received approximately $48,000 in compensation in 2017, and our Chief Executive Officer and President received $9,219,001, which yields a pay ratio of 192:1. As discussed above, we used reasonable estimates, assumptions and methodologies to identify the median employee and calculate the pay ratios presented. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the above disclosure may not be comparable to the pay ratio disclosure provided by other companies. Additional Information Stock Ownership Guidelines ownership guidelines In order to further align the long-term interests of our key employees with the interests of our shareholders,we have established stock ownership guidelines for members of our Global Executive Board who are also Named Executive Officers(which includes all our NEOs).   jll.com  JLL ❘ 2020 Proxy Statement    42 In the case of ourBack to Contents Our Chief Executive Officer and President, the minimum amount ofis required to maintain equity ownership is the lesser of (i)at least six times his annual base salary or (ii) 60,000 shares. In the case of thesalary. The other members of the Global Executive Board who are also Named Executive Officers, the minimum amount ofNEOs must maintain equity ownership is the lesser of (i)at least four times their respective annual base salary or (ii) 40,000 shares.salaries. In all cases, each membermembers of the Global Executive Board must retain 100% of all shares acquired on the vesting of equity awards or the exercise of stock options until compliance with the minimum ownership requirement is achieved. After a Global Executive Board Member attains the minimum required ownership level, he or she must hold 50% of any shares acquired on the vesting of equity awards or the exercise of stock options for two years following such vesting or exercise. As of March 15, 2018,April 8, 2020, all Named Executive OfficersNEOs for 2019 meet or exceed their respective stock ownership guidelines.guidelines except for Ms. Plaines, who joined JLL in March 2019.   Clawback Policy The Compensation Committee has adopted a Clawback Policy that is applicable to our Named Executive Officers,NEOs, other members of our Global Executive Board, and such other executives and key contributors as the Compensation Committee may designate from time to time. The policy provides that if the Compensation Committee determines that one or more of such individuals committed any fraud or intentional misconduct by one or more of our participantsthat caused the Company,JLL, directly or indirectly, to restate its financial statements, the Compensation Committee may require reimbursement of any compensation paid or awarded to participants under the GEB LTIP as well as Proxy Statement Page | 55 in the past 36 months, and may cancel unvested restricted stock awards previously granted to such participantsunder that plan in the amount by whichpast 36 months, to the participants’ respectiveextent such compensation exceeded any lower payment that would not have been madepaid and such stock awards would not have been awarded based on the restated financial results. The recoupment period would encompass any compensation paid under the GEB LTIP within 36 months prior to the financial restatement.   Change in Control Benefitscontrol benefits Other than as the result of the severance benefits we describe below under the preceding severance arrangements section, which apply in the case of terminations regardless of whether they occur in connection with aheading “Termination and change in control or not,payments,” we do not have any enhanced severance benefits for any of our Named Executive OfficersNEOs that would specifically result from a change in control over the Company.of JLL. We do not provide any tax gross-ups on severance payments under any circumstances. The 2017Each of our Stock Award and Incentive Plan,Plans, under which all restricted stock units and PSUs have been granted, provides that, unless otherwise determined by the Compensation Committee, as Plan Administrator in writing at or after the grant of an award, in the event of a change in control (as that is defined in the 2017 Stock Award and Incentive Plan), all outstanding awards under the Plan granted prior to 2013 will, among other things, become fully vested on an accelerated basis.Effective for 2013 and thereafter, the Compensation Committee has determined thatunvested equity grants to our senior executives under our long-term incentive compensation plans have a “double trigger” in the case of a change in control (namelycontrol. In other words, the executive’s employment must be terminated after the change in control in order for the restricted stock to vest on antrigger accelerated basis). Accordingly, unvested grants made in 2014 and thereafter under each of the GEB LTIP and the LaSalle LTIP would become fully vested on an accelerated basis in the event of a change in control only if the recipient’s employment is terminated.vesting.   Certain Tax Matterstax matters Section 162(m) of the United States Internal Revenue Code limits the deduction a publicly held corporation is allowed for compensation paid to the chief executive officer, the chief financial officer, and to the three most highly compensated executive officers other than the chief executive officer and the chief financial officer. Generally, amounts paid in excess of $1 million to a covered executive cannot be deducted. For tax years prior to 2018, the Internal Revenue Code contained a "performance-based" compensation exception which allowed such compensation to be deducted. For those years, we have designed our annual incentive and equity awards programs to qualify as performance-based compensation, so the compensation we paid to our executive officers was generally fully deductible for U.S. federal income tax purposes. We will continue to monitor issues concerning the tax deductibility of executive compensation and will take appropriate action if we believe it is warranted. Since corporate objectives and strategic needs may not always be consistent with the requirements of full deductibility, we expect, if we believe it is appropriate, to enter into compensation arrangements or provide compensation under which payments will not be fully deductible.   Perquisites We do not provide personal perquisites (such as personal use of corporate aircraft) of any significance to our NEOs. In appropriate circumstances, we do provide reimbursement for certain expatriate expenses, all of which we disclose in the Summary Compensation Table. Mr. Ulbrich’s car allowance is aligned with market practice when compared to his Chief Executive Officer peers in Europe. JLL ❘ 2020 Proxy Statement Page | 5643 Back to Contents Compensation Committee report The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis presented in this Proxy Statement. Based on such review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. TheCompensationCommittee Hugo Bagué (Chair) Samuel A. Di Piazza, Jr. Ming Lu Deborah H. McAneny Sheila A. Penrose jll.com JLL ❘ 2020 Proxy Statement    44 Back to Contents Executive compensation tables The following tables and footnotes set forth information regarding forms of compensation for the NEOs during each of 2019, 2018, and 2017, except fiscal year 2017 information for Dr. Maxson and fiscal year 2017 and 2018 information for Ms. Plaines and Messrs. Lerner and Shah, because they were not NEOs in those years. Except as specified, the footnote disclosures below generally relate only to compensation for 2019. We included footnotes to compensation for prior years in the proxy statements relating to those years. 2019 Summary Compensation Table   Name and Principal Position Year Salary(1) Bonus Stock Awards(2) Option Awards Non-Equity Incentive Plan Compensation(3) Change in Pension Value and Non-Qualified Deferred Compensation Earnings All Other Compensation(4) Total Christian Ulbrich Chief Executive Officer and President 2019 $1,000,000 $— $4,368,413 $— $3,835,000 $— $95,250 $9,298,663   2018 $970,328 $— $4,332,965 $— $4,167,341 $— $77,448 $9,548,082   2017 $809,858 $— $2,460,000 $— $5,841,000 $— $108,143 $9,219,001 Stephanie Plaines Chief Financial Officer 2019 $500,000 $— $1,806,174 $— $1,112,000 $— $510 $3,418,684 Patricia Maxson(5) Interim Chief Financial Officer and Chief Administrative Officer 2019 $500,000 $— $2,242,655 $— $1,195,000 $— $12,852 $3,950,507     2018 $500,000 $— $385,031 $— $874,000 $— $9,172 $1,768,203 Jeff A. Jacobson Chief Executive Officer LaSalle Investment Management 2019 $500,000 $— $2,852,242 $— $2,728,000 $— $12,538 $6,092,780   2018 $500,000 $— $770,225 $— $5,020,500 $— $12,242 $6,302,967   2017 $400,000 $— $— $— $4,457,000 $— $15,704 $4,872,704 Yishai Lerner Co-CEO, JLL Technologies 2019 $500,000 $— $5,025,031 $— $2,188,000 $— $7,814 $7,720,845 Gregory P. O’Brien Chief Executive Officer Americas 2019 $500,000 $— $2,053,146 $— $3,503,000 $— $12,413 $6,068,559   2018 $500,000 $— $1,810,274 $— $3,819,000 $— $8,165 $6,137,439   2017 $400,000 $— $1,501,000 $— $3,608,000 $— $33,435 $5,542,435 Mihir Shah Co-CEO, JLL Technologies 2019 $500,000 $— $5,025,031 $— $2,188,000 $— $7,439 $7,720,470   JLL ❘ 2020 Proxy Statement    45 Back to Contents (1) We pay the annual base salary and non-equity incentive plan compensation to Mr. Ulbrich in Euros, the currency of the country where he resides. In 2019, the amounts of Mr. Ulbrich’s annual base salary and non-equity incentive plan compensation were determined in U.S. dollars and then converted into Euros at the prevailing exchange rate. As part of a series of measures taken by JLL in response to extraordinary business challenges brought on by the current COVID-19 global pandemic crisis, effective as of April 1, 2020, the CEO and the Global Executive Board agreed by irrevocable waiver to forego receipt of 50% of the annual base salary that would otherwise be payable to him or her during the remainder of 2020. (2) The amounts we report in this column reflect the grant date fair values of stock awards we made to our NEOs computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. In accordance with SEC rules, the amounts included in the column for the PSU awards granted during 2019 are calculated based on the probable outcome of the performance conditions (assumed at target) for such awards on the grant date. If the probable outcome of the performance conditions as of grant date had been maximum performance, then the grant date fair value of the PSUs would have been as follows: Mr. Ulbrich — $6,552,619; Ms. Plaines— $2,184,283; Dr. Maxson — $1,114,048; Mr. Lerner — $3,037,577; Mr. Jacobson — $1,456,112; Mr. O’Brien — $3,079,720; and Mr. Shah— $3,037,577. In addition, the amount in this column includes restricted stock units for Ms. Plaines - $349,986; Dr. Maxson - $1,499,957; Mr. Lerner - $2,999,979; Mr. Shah - $2,999,979 and Mr. Jacobson - $1,881,500 (awarded under the LaSalle LTIP). The award for Mr. Jacobson, which was made in February 2019, was reported in last year’s Summary Compensation Table as Non-Equity Incentive Plan Compensation for 2018. See footnote 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for a discussion of the relevant assumptions used in calculating the amounts. (3) The amounts in this column reflect annual incentive cash payments we made under the AIP. For Messrs. Lerner and Shah, the amount includes $1,500,000 awarded to each under the JLL Spark 2019 Incentive Plan. (4) The amounts in this column reflect the All Other Compensation with the details for 2019 referenced in the table below. (5) Dr. Maxson served as Interim Chief Financial Officer until March 2019. All other compensation   401(k) Match or Pension Contribution Life, Healthcare and Healthcare Bonus Car Allowance/Car Lease(1) Tax Preparation Services Total Christian Ulbrich $25,003 $20,125 $40,597 $9,525 $95,250 Stephanie Plaines $0 $510 $0 $0 $510 Patricia Maxson $11,200 $1,652 $0 $0 $12,852 Jeff A. Jacobson $11,200 $1,338 $0 $0 $12,538 Yishai Lerner $7,092 $722 $0 $0 $7,814 Gregory P. O’Brien $11,200 $1,213 $0 $0 $12,413 Mihir Shah $7,092 $347 $0 $0 $7,439   (1) For Mr. Ulbrich, this includes the actual lease paid and car allowance. SECURITY OWNERSHIPjll.com JLL ❘ 2020 Proxy Statement    46 Back to Contents Grants of plan-based awards for 2019 The following table sets forth information about stock and cash awards, the totals of which are reflected in the Summary Compensation Table above, that we made to the NEOs under our 2019 AIP and our existing Stock Award and Incentive Plans, including under the GEB LTIP and the LaSalle LTIP. Name  Grant Date Estimated Future Payouts under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts under Equity Incentive Plan Awards(2)    Grant Date Fair Value of Stock Awards(4) Type of Award Threshold Target Maximum   Threshold (#) Target (#) Maximum (#) All Other Stock Awards Number of Shares of Stock or Units(3) Christian Ulbrich   AIP $1,500,000 $3,000,000 $4,500,000   — — — — —   4/11/2019 PSU — — —   14,358 28,715 43,073 — $4,368,413 Stephanie Plaines   AIP $500,000 $1,000,000 $1,500,000   — — — — —   3/20/2019 RSU — — —   — — — 2,279 $349,986   4/11/2019 PSU — — —   4,786 9,572 14,358 — $1,456,188 Patricia Maxson   AIP $467,500 $935,000 $1,402,500   — — — — —   1/1/2019 RSU — — —   — — — 11,848 $1,499,957   4/11/2019 PSU — — —   2,441 4,882 7,323 — $742,699 Jeff A. Jacobson   AIP $1,100,000 $2,200,000 $3,300,000   — — — — —   2/21/2019 RSU — — —   — — — 11,383 $1,881,500   4/11/2019 PSU — — —   3,191 6,381 9,572 — $970,742 Yishai Lerner   AIP $1,237,500 $2,475,000 $3,712,500   — — — — —   1/16/2019 RSU — — —   — — — 3,637 $499,942   10/14/2019 RSU — — —   — — — 17,785 $2,500,037   10/14/2019 PSU — — —   7,203 14,406 21,609 — $2,025,051 Gregory P. O’Brien   AIP $1,292,500 $2,585,000 $3,877,500   — — — — —   4/11/2019 PSU — — —   6,748 13,496 20,244 — $2,053,146 Mihir Shah   AIP $1,237,500 $2,475,000 $3,712,500   — — — — —   1/16/2019 RSU — — —   — — — 3,637 $499,942   10/14/2019 RSU — — —   — — — 17,785 $2,500,037   10/14/2019 PSU — — —   7,203 14,406 21,609   $2,025,051   (1) Represents Threshold, Target and Maximums under our 2019 incentive plans, including the JLL Spark incentive plan for Messrs. Shah and Lerner. The AIP awards 50% of the target bonus amount for threshold performance, 100% for target performance and 150% for maximum performance. Applying the Leadership Multiplier, the initial calculated award can be adjusted in a range between a maximum of 120% and minimum of 80% of the calculated award. (2) The GEB LTIP awards 50% of the target number of PSUs for threshold performance, 100% for target performance and 150% for maximum performance. The PSUs vest after the three-year performance period based on JLL's performance. Treatment of 2019 PSUs at different exit scenarios is as follows: death or disability – fully vest at target and are awarded within 60 days; voluntarily resign or are involuntarily terminated with or without cause – forfeited; retirement – vest based on actual performance at the end of the performance period. (3) RSUs, contingent generally upon continued service with JLL, were granted to: Dr. Maxson to recognize her interim role as CFO (vesting annually over three years); Ms. Plaines as part of her new 2019 New Hire Employment Agreement (vesting as to 651, 651 and 977 shares on the first three anniversaries of the grant date); Messrs. Lerner and Shah in January 2019 as part of his 2018 New Hire Employment Agreement (vesting annually over four years) and in October 2019 as part of his Co-CEO JLL Technologies Employment Agreement (vesting annually over three years). Mr. Jacobson’s RSUs were issued under the LaSalle LTIP (vesting annually over three years). RSUs are treated as follows at different exit scenarios: death or disability – fully vest at target and are awarded within 60 days; voluntarily resign or are involuntarily terminated with or without cause – forfeited; retirement – continue to vest as scheduled other Dr. Maxson's 2019 RSUs, which will forfeit upon retirement. (4) The amounts we report in this column reflect the grant date fair values of stock awards made to our NEOs computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. If the outcome of the performance conditions as of grant date had been maximum performance, then the grant date fair value of the PSUs would have been as follows: Mr. Ulbrich — $6,552,619; Ms. Plaines — $2,184,283; Dr. Maxson — $1,114,048; Mr. Jacobson — $1,456,112; Mr. Lerner — $3,037,577; Mr. O’Brien — $3,079,720; and Mr. Shah — $3,037,577. See footnote 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for a discussion of the relevant assumptions used in calculating the amounts. JLL ❘ 2020 Proxy Statement    47 Back to Contents 2019 outstanding equity awards at fiscal year-end The following table sets forth information concerning the number and value of unvested restricted stock units and PSUs as of December 31, 2019. The stock awards reported in this table were all made under our existing Stock Award and Incentive Plans. None of our NEOs have outstanding stock options. Name Stock Awards Number of Units of Stock that Have Not Vested (1) Market Value of Units of Stock that Have Not Vested(2) Equity Incentive Plan Awards: Number of Unearned PSUs that Have Not Vested(3) Equity Incentive Plan Awards: Market Value of Unearned PSUs that Have Not Vested(4) Christian Ulbrich 15,474 $2,693,868 55,099 $8,701,377 Stephanie Plaines 2,279 $396,751 9,572 $1,456,188 Patricia Maxson 14,115 $2,457,280 7,227 $1,127,729 Jeff A. Jacobson 12,303 $2,141,829 11,071 $1,740,966 Yishai Lerner 26,363 $4,589,534 14,406 $2,025,051 Gregory P. O’Brien 10,799 $1,879,997 24,519 $3,863,420 Mihir Shah 26,363 $4,589,534 14,406 $2,025,051   (1) Vesting terms described below for unvested restricted stock units.   (2) The market value is based on the closing price of JLL common stock on the NYSE on December 31, 2019, which was $174.09.   (3) The number of PSUs reflect target performance. The PSUs granted in 2018 will vest in 2021, and the PSUs granted in 2019 will vest in 2022, in each case after the three-year cumulative performance period.   (4) The amounts we report in this column reflect the grant date fair values of stock awards made to our NEOs computed in accordance with the Financial Accounting Standards Board's Accounting Standards Codification Topic 718, Compensation-Stock. See footnote 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for a discussion of the relevant assumptions used in calculating the amounts.   Vesting terms for unvested restricted stock units   3 Year Ratable 4 Year Ratable 3 Year Cliff 50% 3 year & 50% 5 year Total Christian Ulbrich 15,474 0 0 0 15,474 Stephanie Plaines 2,279 0 0 0 2,279 Patricia Maxson 14,115 0 0 0 14,115 Jeff A. Jacobson 11,383 0 0 920 12,303 Yishai Lerner 17,785 8,578 0 0 26,363 Gregory P. O’Brien 9,572 0 0 1,227 10,799 Mihir Shah 17,785 8,578 0 0 26,363   Vesting in 2020 Vesting in 2021 Vesting in 2022 Vesting in 2023 Total Christian Ulbrich 10,410 5,064 0 0 15,474 Stephanie Plaines 651 651 977 0 2,279 Patricia Maxson 5,495 4,671 3,949 0 14,115 Jeff A. Jacobson 4,715 3,794 3,794 0 12,303 Yishai Lerner 8,486 8,484 8,484 909 26,363 Gregory P. O’Brien 7,709 3,090 0 0 10,799 Mihir Shah 8,486 8,484 8,484 909 26,363 jll.com JLL ❘ 2020 Proxy Statement    48 Back to Contents Option exercises and stock vested during 2019 The following table sets forth information about grants of restricted stock units made prior to 2019 that vested in 2019. None of the NEOs exercised any options during 2019, and none of them have any options outstanding. Name Stock Awards Number of Shares Acquired on Vesting (1)  Value Realized on Vesting (2)  Christian Ulbrich 24,364   $3,758,921   Stephanie Plaines 0   $0   Patricia Maxson 2,951   $476,281   Jeff A. Jacobson 1,097   $183,407   Yishai Lerner 1,648   $221,936   Gregory P. O’Brien 11,949   $1,968,798   Mihir Shah 1,648   $221,936     (1) Numbers of shares shown represents the total number of shares vested, including shares withheld for tax obligations, if applicable.   (2) Values shown represent the per share closing price of our common stock on the NYSE on the respective vesting dates for the restricted stock units indicated. RSUs shown in the table vested on January 15, 2019, with a related price per share of $134.67; February 15, 2019, with a related price per share of $164.52; February 22, 2019, with a related price per share of $165.29; February 25, 2019, with a related price per share of $167.19; March 1, 2019, with a related price per share of $165.12; June 17, 2019 with a related price per share of $133.13; and on July 1, 2019 with a related price per share of $140.69. Retirement benefits For 2019, we did not have a defined benefit retirement plan for any of our NEOs. All of JLL's contributions we describe below are reflected in the Summary Compensation Table on page 45 under the column “All Other Compensation.” As employees within the U.S., each of Ms. Plaines, Dr. Maxson and Messrs. Lerner, Jacobson, O’Brien and Shah was eligible to participate in the U.S. Savings and Retirement Plan, a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code, on the same terms and conditions that apply to our U.S. employees generally. The maximum annual matching contribution by JLL for each person who participates in the 401(k) Plan, effective after such person has been employed for twelve months, is currently $11,200. Nonqualified deferred compensation The following table sets forth information concerning the voluntary participation by certain of our NEOs in our U.S. Deferred Compensation Plan. JLL employees who are taxpayers in the U.S. may provide contributions to the U.S. Deferred Compensation Plan. The U.S. Deferred Compensation Plan is a nonqualified deferred compensation program that enables eligible participants to voluntarily defer up to 100% of AIP and vested restricted stock unit awards, and up to 75% of annual base salary. Amounts shown below are as of December 31, 2019. Mr. Ulbrich is not eligible to participate in this plan. Ms. Plaines and Messrs. Lerner, O’Brien, and Shah were eligible but chose not to participate in 2019. Name Executive Contributions in Last Fiscal Year Registrant Contributions in Last Fiscal Year Aggregate Earnings (Losses) in Last Fiscal Year Aggregate Balance at Last Fiscal Year End Patricia Maxson $0 $0 $455,496 $2,421,944 Jeff A. Jacobson $0 $0 $41,294 $173,127 JLL ❘ 2020 Proxy Statement    49 Back to Contents Termination and change in control payments The following tables provide a summary of the approximate amounts that we would be obligated to pay to each of our NEOs following or in connection with a termination that results from: ● Voluntary termination by the Named Executive Officer; ● Involuntary termination of the Named Executive Officer; ● Retirement, including the definition of retirement under our Stock Award and Incentive Plans; or ● A change in control of JLL. Our Severance Pay Plan is applicable to each of our NEOs, as members of our Global Executive Board. Christian Ulbrich Element of Compensation Voluntary Termination Involuntary Termination (no cause) Qualified Retirement(1) Upon Change in Control (CIC) CIC - Involuntary Termination Cash Severance Benefit(2)(3)   $—   $4,038,462   $—   $—   $4,038,462 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $—   $—   $—   $— Deferred Compensation Balance   $—   $—   $—   $—   $— Annual Incentive Awards(4)   $—   $3,000,000   $—   $—   $3,000,000 Retirement Plan Benefits   $—   $—   $—   $—   $— Long Term Incentive Awards                     - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $—   $—   $10,541,324   $—   $7,208,719 - Cash   $—   $—   $—   $—   $— Outplacement Services   $—   $—   $—   $—   $— Total Value of Payments   $—   $7,038,462   $10,541,324   $—   $14,247,181   Notes: (1) Assumes Mr. Ulbrich's date of termination is December 31, 2019 and the price per share of our common stock on the date of termination is $174.09 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2019). All outstanding unvested restricted stock units held by Mr. Ulbrich will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved, though the PSUs awarded to Mr. Ulbrich in 2018 are subject to proration on retirement. (2) Determined in U.S. dollars. Mr. Ulbrich’s annual base salary and certain other compensation in 2019 was determined in U.S. dollars and then converted into Euros at the prevailing exchange rate for each applicable payment date. (3) Involuntary termination provides current severance benefits under our Severance Pay Plan. Other than the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our NEOs that would result from a change in control of JLL. Paid according to the Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and pro-rated bonus based on exit date. (4) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2019 termination date, resulting in full pro-ration, without applying the individual multiplier. jll.com JLL ❘ 2020 Proxy Statement    50 Back to Contents Stephanie Plaines Element of Compensation Voluntary Termination Involuntary Termination (no cause) Qualified Retirement(1) Upon Change in Control (CIC) CIC -Involuntary Termination Cash Severance Benefit(2)   $—   $1,519,231   $—   $—   $1,519,231 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $25,214   $—   $—   $25,214 Deferred Compensation Balance   $—   $—   $—   $—   $— Annual Incentive Awards(3)   $—   $1,000,000   $—   $—   $1,000,000 Long Term Incentive Awards                     - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $—   $—   $2,063,141   $—   $952,272 - Cash   $—   $—   $—   $—   $— Outplacement Services   $—   $15,000   $—   $—   $15,000 Total Value of Payments   $—   $2,559,445   $2,063,141   $—   $3,511,717   Notes: (1) Assumes the date of termination for Ms. Plaines is December 31, 2019 and the price per share of our common stock on the date of termination is $174.09 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2019). All outstanding unvested restricted stock units held by Ms. Plaines will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved. (2) Involuntary termination provides current severance benefits under our Severance Pay Plan. Other than the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our NEOs that would result from a change in control of JLL. Paid according to the Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and full pro-rated bonus based on exit date. (3) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2019 termination date, resulting in full pro-ration, without applying the individual multiplier. Patricia Maxson Element of Compensation Voluntary Termination(1) Involuntary Termination (no cause) Qualified Retirement(2) Upon Change in Control (CIC) CIC -Involuntary Termination Cash Severance Benefit(3)   $—   $1,454,231   $—   $—   $1,454,231 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $7,365   $—   $—   $7,365 Deferred Compensation Balance(4)   $2,421,944   $2,421,944   $2,421,944   $—   $2,421,944 Annual Incentive Awards(5)   $—   $935,000   $—   $—   $935,000 Long Term Incentive Awards                     - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $1,516,672   $1,516,672   $1,516,672   $—   $3,579,290 - Cash   $—   $—   $—   $—   $— Outplacement Services   $—   $15,000   $—   $—   $15,000 Total Value of Payments   $3,938,616   $6,350,212   $3,938,616   $—   $8,412,830   Notes: (1) Eligible for retirement and will continue to vest upon termination, except for the January 2019 award, which will forfeit upon retirement. (Under the assumption that a non-solicit waiver has been received.) (2) Assumes Dr. Maxson's termination date is December 31, 2019 and the price per share of our common stock on the date of termination is $174.09 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2019). All outstanding unvested restricted stock units held by Dr. Maxson will vest as scheduled, except for the January 2019 award, which will forfeit at time of retirement. In the event of Involuntary Termination at time of CIC, all awards will vest. All outstanding PSUs are included at full payout assuming target performance is achieved, though the PSUs awarded to Dr. Maxson in 2018 are subject to proration on retirement. (3) Involuntary termination provides current severance benefits under our Severance Pay Plan. Other than the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our NEOs that would result from a change in control of JLL Paid according to the Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and full pro-rated bonus based on exit date. (4) Deferred Compensation Balance reflects the value of fully-vested employee contributions to our Nonqualified Deferred Compensation Plan as of December 31, 2019. Specific distribution elections may result in payments over a period and not in a lump sum. (5) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2019 termination date, resulting in full pro-ration, without applying the individual multiplier. JLL ❘ 2020 Proxy Statement    51 Back to Contents Jeff A. Jacobson Element of Compensation Voluntary Termination(1) Involuntary Termination (no cause) Qualified Retirement(2) Upon Change in Control (CIC) CIC -Involuntary Termination Cash Severance Benefit(3)   $—   $2,719,231   $—   $—   $2,719,231 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $23,514   $—   $—   $23,514 Deferred Compensation Balance(4)   $173,127   $173,127   $173,127   $—   $173,127 Annual Incentive Awards(5)   $—   $2,200,000   $—   $—   $2,200,000 Long Term Incentive Awards                     - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $3,636,914   $3,636,914   $3,636,914   $—   $3,797,077 - Cash(6)   $2,441,000   $2,441,000   $2,441,000   $—   $2,441,000 Outplacement Services   $—   $15,000   $—   $—   $15,000 Total Value of Payments   $6,251,041   $11,208,786   $6,251,041   $—   $11,368,949   Notes: (1) Eligible for retirement and will continue to vest upon termination. (Under the assumption that a non-solicit waiver has been received.) (2) Assumes Mr. Jacobson's termination date is December 31, 2019 and the price per share of our common stock on the date of termination is $174.09 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2019). All outstanding unvested restricted stock units held by Mr. Jacobson will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved, though the PSUs awarded to Mr. Jacobson in 2018 are subject to proration on retirement. (3) Involuntary termination provides current severance benefits under our Severance Pay Plan. Other than the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our NEOs that would result from a change in control of JLL. Paid according to the Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and full pro-rated bonus based on exit date. (4) Deferred Compensation Balance reflects the value of fully-vested employee contributions to our Nonqualified Deferred Compensation Plan as of December 31, 2019. Specific distribution elections may result in payments over a period and not in a lump sum as described within the table. (5) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2019 termination date, resulting in full pro-ration, without applying the individual multiplier. (6) For 2015, 2016, 2017 and 2018, in lieu of restricted stock units under the GEB LTIP, Mr. Jacobson was notionally invested in a weighted average global return for LaSalle’s entire assets under management. The cash amounts will follow the same rules as restricted stock units under the GEB LTIP, however, distribution will follow the LaSalle restrictions. The December 31, 2019 balance of the GEB LTIP is $2,441,000. jll.com JLL ❘ 2020 Proxy Statement    52 Back to Contents Yishai Lerner Element of Compensation Voluntary Termination Involuntary Termination (no cause) Qualified Retirement(1) Upon Change in Control (CIC) CIC -Involuntary Termination Cash Severance Benefit(2)   $—   $2,994,231   $—   $—   $2,994,231 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $16,223   $—   $—   $16,223 Deferred Compensation Balance   $—   $—   $—   $—   $— Annual Incentive Awards(3)   $—   $2,475,000   $—   $—   $2,475,000 Long Term Incentive Awards                     - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $—   $—   $7,097,475   $—   $5,425,515 - Cash   $—   $—   $—   $—   $— Outplacement Services   $—   $15,000   $—   $—   $15,000 Total Value of Payments   $—   $5,500,454   $7,097,475   $—   $10,925,969   Notes:   (1) Assumes Mr. Lerner's date of termination is December 31, 2019 and the price per share of our common stock on the date of termination is $174.09 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2019). All outstanding unvested restricted stock units held by Mr. Lerner will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved. (2) Involuntary termination provides current severance benefits under our Severance Pay Plan. Other than the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our NEOs that would result from a change in control of JLL. Paid according to the Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and full pro-rated bonus based on exit date. (3) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2019 termination date, resulting in full pro-ration, without applying the individual multiplier. Gregory P. O'Brien Element of Compensation   Voluntary Termination(1)   Involuntary Termination (no cause)   Qualified Retirement(2)   Upon Change in Control (CIC)   CIC -Involuntary Termination Cash Severance Benefit(3)   $—   $3,104,231   $—   $—   $3,104,231 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $23,713   $—   $—   $23,713 Deferred Compensation Balance   $—   $—   $—   $—   $— Annual Incentive Awards(4)   $—   $2,585,000   $—   $—   $2,585,000 Long Term Incentive Awards                     - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $5,295,296   $5,295,296   $5,295,296   $—   $5,508,904 - Cash   $—   $—   $—   $—   $— Outplacement Services   $—   $15,000   $—   $—   $15,000 Total Value of Payments   $5,295,296   $11,023,240   $5,295,296   $—   $11,236,848   Notes: (1) Eligible for retirement and will continue to vest upon termination. (Under the assumption that a non-solicit waiver has been received.) (2) Assumes Mr. O'Brien's termination date is December 31, 2019 and the price per share of our common stock on the date of termination is $174.09 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2019). All outstanding unvested restricted stock units held by Mr. O'Brien will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved, though the PSUs awarded to Mr. O'Brien in 2018 are subject to proration on retirement. (3) Involuntary termination provides current severance benefits under our Severance Pay Plan. Other than the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our NEOs that would result from a change in control of JLL. Paid according to the Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and full pro-rated bonus based on exit date. (4) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2019 termination date, resulting in full pro-ration, without applying the individual multiplier. JLL ❘ 2020 Proxy Statement    53 Back to Contents Mihir Shah Element of Compensation   Voluntary Termination   Involuntary Termination (no cause)   Qualified Retirement(1)   Upon Change in Control (CIC)   CIC -Involuntary Termination Cash Severance Benefit(2)   $—   $2,994,231   $—   $—   $2,994,231 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $24,216   $—   $—   $24,216 Deferred Compensation Balance   $—   $—   $—   $—   $— Annual Incentive Awards(3)   $—   $2,475,000   $—   $—   $2,475,000 Long Term Incentive Awards       $—             - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $—   $—   $7,097,475   $—   $5,425,515 - Cash   $—   $—   $—   $—   $— Outplacement Services   $—   $15,000   $—   $—   $15,000 Total Value of Payments   $—   $5,508,447   $7,097,475   $—   $10,933,962   Notes: (1) Assumes Mr. Shah's date of termination is December 31, 2019 and the price per share of our common stock on the date of termination is $174.09 (which was the price per share of our Common Stock at the close of trading on the NYSE on December 31, 2019). All outstanding unvested restricted stock units held by Mr. Shah will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved. (2) Involuntary termination provides current severance benefits under our Severance Pay Plan. Other than the severance benefit we describe above, we do not have any additional or enhanced severance benefits for any of our NEOs that would result from a change in control of JLL. Paid according to the Severance Pay Plan as follows: 54 weeks of per annum base, one times AIP target, and full pro-rated bonus based on exit date. (3) Based on our Severance Pay Plan, a pro-rated AIP payment is due based on the time of year the exit occurred. The amount shown assumes a December 31, 2019 termination date, resulting in full pro-ration, without applying the individual multiplier. jll.com JLL ❘ 2020 Proxy Statement    54 Back to Contents Chief Executive Officer pay ratio disclosure Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer. As a global organization, we had approximately 93,400 employees operating in over 80 countries at the end of 2019 (with approximately 65,000 outside the U.S.). Our objective is to provide competitive compensation commensurate with each employee’s position and geographic location. The following outlines our methodology for computing the ratio and the results of our analysis: We determined that we could use the employee population identified in our 2018 proxy statement because there has been no substantive change in our employee population or our employee compensation arrangements since then, excluding the impact of our July 2019 acquisition of HFF, Inc. and the addition of its 1,026 employees to the JLL workforce in 2019, which we excluded from the determinations required in identifying our median employee in accordance with SEC rules. Due to these relatively stable variables, we believe that using the population in last year’s proxy statement would not result in a significant change in our pay ratio disclosure. The compensation for the median employee identified last year changed during 2019 in a manner that would significantly impact the pay ratio disclosure, so in accordance with SEC rules, we selected the next employee from last year’s population who had substantially similar compensation to the original median employee in 2016. In 2017, we used the procedures described below to identify the median employee: We used total cash compensation, as it represents a compensation measure consistently applied to all employees. The majority of our employees receive a base salary (paid on an hourly, weekly, biweekly, or monthly basis) and some are eligible for commissions or an annual cash bonus. Other remuneration (such as stock) is not used for large portions of our employee population. As a result, we believe that total cash compensation provides an accurate depiction of total earnings for the purpose of identifying our median employee. We identified our median employee from our employee population at October 1, 2017, on which date we had a total of 76,874 employees (22,925 in the U.S. and 53,949 outside the U.S.). In doing so, we utilized 2016 compensation data (and therefore did not consider the compensation of employees who were not employed by us for all of 2016). We elected to use 2016 compensation data because of the time required to gather payroll data from over 52 external payroll providers. In addition, we determined that our employee population mix and distribution (geographic and otherwise) and employee compensation arrangements had not changed significantly from 2016. Further, as part of our methodology under the "de minimis" exemption, we excluded a total of 2,743 non-U.S. employees (approximately 3.6% of our total workforce) in 30 countries, as set forth in further detail on AnnexB. After identifying the median employee, we calculated the median employee’s 2019 compensation. We identified and included the elements of such compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (including personal benefits that aggregated less than $10,000). We also included the estimated cost to us of health benefits to the median employee under non-discriminatory benefit plans. We used the same methodology to calculate the compensation of our Chief Executive Officer (although our Chief Executive Officer does not participate in our non-discriminatory health plans because of the coverage he receives in Germany, where he is located). Using these calculations, our median employee received approximately $106,000 in compensation in 2019 and our Chief Executive Officer received $9,298,663, which yields a pay ratio of 87:1. As discussed above, we used reasonable estimates, assumptions, and methodologies to identify the median employee and calculate the pay ratio presented. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, the above disclosure may not be comparable to the pay ratio disclosure provided by other companies.  JLL ❘ 2020 Proxy Statement    55 Back to Contents This page intentionally left blank Back to Contents Security Ownership Security ownership by Directors and management 58 Security ownership by certain other beneficial owners 59 Certain relationships and related transactions 59   JLL ❘ 2020 Proxy Statement    57 Back to Contents Security Ownershipownership by Directors and Management management The following table provides information about the beneficial ownership of our Common Stock,common stock, which constitutes theJLL’s only outstanding voting security, of JLL as of March 15, 2018,April 3, 2020, our Record Date, by:   ● EachDirector and Director nominee of JLL; ● Each of theNamed Executive Officers;Officers; and ● TheDirectors, Director nominees and executive officers of JLL as a group.   On March 15, 2018,April 3, 2020, there were 45,490,35551,627,852 voting shares of Common Stockcommon stock outstanding.   The table includes shares whichthat the indicated individual had the right to acquire within 60 days after March 15, 2018.April 3, 2020. It also includes shares the receipt of which certain of our Directors have deferred under a deferred compensation program described above under “Director Compensation.“Non-Executive Director compensation.” The table does not include unvested restricted stock units issued under the existing Stock Award and Incentive PlanPlans unless they vest within 60 days after March 15, 2018,April 3, 2020, since none of such units carriesdo not carry voting or investment power. Unless otherwise indicated in the footnotes, all of such interests are owned directly and the indicated person or entity has sole voting and dispositive power.power with respect to the interests. Names of Beneficial Owners (1) Shares of Common Stock Beneficially Owned Names of Beneficial Owners Number(1)(2) Number Percent of Class (%) Hugo Bagué Directors: 11,905 * Hugo Bagué 15,955 * Matthew Carter, Jr. 269 * Samuel A. Di Piazza, Jr. 5,162 9,116 * Dame DeAnne Julius Ming Lu 10,778 12,929 * Ming Lu Bridget Macaskill 10,397 3,184 * Bridget Macaskill Deborah H. McAneny 756 9,988 * Siddharth (Bobby) Mehta 0 * Martin H. Nesbitt 35 2,674 * Jeetendra (Jeetu) I. Patel 0 * Sheila A. Penrose(2) 47,102 50,034 * Ann Marie Petach 968 3,607 * Shailesh Rao Christian Ulbrich 3,180 64,481 * Christian Ulbrich Named Executive Officers: 46,293 * Richard Bloxam(3) Stephanie Plaines 10,422 425 * Patricia Maxson 11,627 * Yishai Lerner 2,663 * Jeff A. Jacobson(4)(3) 52,034 46,153 * Christie B. Kelly 16,298 * Gregory P. O’Brien 25,334 27,775 * Mihir Shah 2,663 * All Directors, Director nominees and executive officers as a group (19(25 persons) 285,236 317,608 *
* * Less than 1% (1) Unless otherwise indicated, the The address of each person is c/o Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601. (2) 19,664 Under SEC rules, “beneficial ownership” for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by vesting of restricted stock units) and is different from beneficial ownership for purposes of Section 16 of the shares listed are held by Ms. Penrose as trustee for1934 Act, which may result in a number that is different from the Sheila A. Penrose trust. beneficial ownership number reported in forms filed pursuant to Section 16. (3) 7,500 of the shares listed are held by Anne E. Bloxam, Mr. Bloxam's spouse. (4) 27,399 10,686 of the shares listed are held by Mr. Jacobson as trustee of the Jeff A. Jacobson 1996 Trust and 25,000 of the shares listed are held by Mr. Jacobson as beneficiary of the Marian S. Jacobson 1996 Trust.   jll.com JLL ❘ 2020 Proxy Statement Page | 5758 Back to Contents Security Ownershipownership by Certain Other Beneficial Owners certain other beneficial owners The following table displays information about persons we know were the beneficial owners of more than 5% of our issued and outstanding Common Stockcommon stock as of December 31, 2017.   Shares of Common Stock Beneficially Owned Names of Beneficial Owners Number Percent of Class (%) BlackRock, Inc.(1)  4,460,055 9.80% Generation Investment Management LLP(2)  4,261,104 9.40% The Vanguard Group(3)  3,908,478 8.61% 2019. Names of Beneficial Owners Shares of Common Stock Beneficially Owned Number Percent of Class (%) The Vanguard Group(1) 7,637,157 14.81% BlackRock, Inc.(2) 5,828,199 11.3% Generation Investment Management LLP(3) 4,777,332 9.3%   (1) Based solely on information in a Schedule 13G/A filed on February 11, 2020 by The Vanguard Group. The Vanguard Group has sole voting power with regard to 36,380 shares, shared voting power with regard to 11,111 shares, sole dispositive power with regard to 7,593,950 shares, and shared dispositive power with regard to 43,207 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. (2) Based solely on information in a Schedule 13G/A filed on February 4, 2020 by BlackRock, Inc. BlackRock has sole voting power with regard to 5,417,877 shares and sole dispositive power with regard to 5,828,199 shares. The address of BlackRock, Inc. is 55 East 52nd St., New York, NY 10055. (3) Based solely on information in a Schedule 13G/A filed on February 14, 2020 by Generation Investment Management LLP, together with its affiliates, Generation Investment Management US LLP, Generation IM Fund plc, and Generation IM Global Equity Fund LLC. Generation Investment Management has sole voting power with regard to 35,473 shares and shared voting power with regard to 4,741,859 shares. Generation Investment Management has sole dispositive power with regard to 35,473 shares and shared dispositive power with regard to 4,741,859 shares. The address of Generation Investment Management LLP is 20 Air Street, 7th Floor, London W1B 5AN, United Kingdom. (1) Based solely on information in a Schedule 13G/A filed on January 23, 2018 by BlackRock, Inc. BlackRock has sole voting power with regard to 4,115,068 shares and sole dispositive power with regard to 4,460,055 shares. The address of BlackRock, Inc. is 55 East 52nd St., New York, NY 10055. (2) Based solely on information in a Schedule 13G/A filed on February 14, 2018 by Generation Investment Management LLP, together with its affiliates Generation Investment Management US LLP, Generation IM Fund plc, and Generation IM Global Equity Fund LLC. Generation Investment Management has sole voting power with regard to 31,200 shares, shared voting power with regard to 4,229,904 shares. Generation Investment Management has dispositive power with regard to 31,200 shares and shared dispositive power with regard to 4,229,904 shares. The address of Generation Investment Management LLP is 20 Air Street, 7th Floor, London W1B 5AN, United Kingdom. (3) Based solely on information in a Schedule 13G/A filed on February 9, 2018 by The Vanguard Group. The Vanguard Group has sole voting power with regard to 34,627 shares, shared voting power with regard to 10,141 shares, sole dispositive power with regard to 3,865,059 shares and shared dispositive power with regard to 43,419 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. Proxy Statement Page | 58 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE   Section 16(a) of the Exchange Act requires our Directors, certainCertain relationships and related transactions Since January 1, 2019, JLL did not participate in any transactions involving any of our officers and beneficial owners of more than 10 percent of our outstanding Common Stock to file reports of ownership and changes in ownership of our Common Stock with the SEC and to send copies of such reports to us. For our current executive officers, and Directors, the Company has taken on the administrative responsibility of filing the reports after we have received the necessary information. Based solely upon a review of such reports and amendments thereto furnished to us and upon written representations of certain of such persons regarding their ownership of Common Stock, we believe that no such person failed to file any such report during 2017, except that within the required two business day reporting requirement imposed by the SEC, the Company did not timely file one Form 4 report on behalf of each of Hugo Bagué, Samuel A. Di Piazza, Jr., and Sheila A. Penrose, each with respect to one transaction. CERTAIN RELATIONSHPS AND RELATED TRANSACTIONS We discuss below the particular relationships the Company has with (i) Generation Investment Management LLP, (ii) BlackRock, Inc., and (iii) The Vanguard Group, each beneficial owners of more than 5% of our Common Stock.JLL’s common stock, or an immediate family member of any such person that are required to be described pursuant to Item 404(a) of SEC Regulation S-K.   Generation Investment Management LLP In 2017, JLL provided brokerage services to Generation Investment Management LLP in the ordinary course of business with customary consideration received by the Company in exchange for such services in the aggregate amount of $382,500. BlackRock, Inc. In 2017, JLL provided brokerage and capital markets services to BlackRock, Inc. and/or its affiliates in the ordinary course of business with customary consideration received by the Company in exchange for such services in the aggregate amount of $15,820,713. The Vanguard Group In 2017, JLL provided project and development and capital markets services to The Vanguard Group in the ordinary course of business with customary consideration received by the Company in exchange for such services in the aggregate amount of $2,533,713.   JLL ❘ 2020 Proxy Statement Page | 59 Back to Contents   This page intentionally left blank   Back to Contents Audit Matters INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Proposal 3 – Ratification of appointment of independent registered public accounting firm 62 Information about our independent registered public accounting firm 62 Audit and non-audit fees 62 Pre-approval of audit and permitted non-audit services of the independent registered public accounting firm 63 Audit committee report 63 JLL ❘ 2020 Proxy Statement    61 Back to Contents Proposal 3 – Ratification of appointment of independent registered public accounting firm The Audit Committee has appointed the firm of KPMG LLP as JLL’s independent registered public accounting firm for 2020, and we are asking our shareholders to ratify this appointment. Although we are not required to seek shareholder ratification, the Board believes that doing so is consistent with corporate governance best practices. If the selection of KPMG LLP is not ratified, the Audit Committee will explore the reasons for shareholder rejection and will reconsider whether to retain KPMG LLP, but may, nonetheless, retain KPMG LLP as JLL’s independent registered public accounting firm. The Audit Committee retains the right to appoint a different independent registered public accounting firm at any time during 2020 for any reason. The Board recommends you vote FOR ratification of the appointment of KPMG LLP as JLL’s independent registered public accounting firm for 2020. Information about our independent registered public accounting firm   For a number of years, KPMG LLP has been the independent registered public accounting firm that audits the financial statements of JLL and most of itsour subsidiaries. JLL expects that representatives of KPMG LLP will be present atattend the Annual Meeting and may make a statement. Such representatives will be available to respond to appropriate questions. Such representatives will have the opportunity to make a statement at the Annual Meeting if they desire to do so. Audit and Non-Audit Fees non-audit fees The following table presents fees for the professional services that KPMG LLP rendered for the audit of the Company’sJLL’s annual financial statements (including auditing the Company’sour internal controls over financial reporting for purposes of Section 404 of the Sarbanes-Oxley Act of 2002), audit relatedaudit-related fees, tax fees, and fees billed for other services during 20172019 and 2016 (the fees shown are in thousands (000’s)).2018. Fees for the year ended on December 31 2017 2016 Audit Fees $7,409 $7,276 Audit Related Fees $1,214 $1,237 Tax Fees $362 $535 All Other Fees $0 $0 Total $8,985 $9,048 Fees for the Year Ended on December 31 2019 ($ in thousands) 2018 ($ in thousands) Audit fees $8,833 $8,337 Audit-related fees $1,280 $1,135 Tax fees $139 $188 All other fees $0 $0 Total $10,252 $9,660   Audit Fees.fees These amounts represent those fees ofpaid to KPMG LLP for services necessary to perform an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) and quarterly reviews of theJLL’s consolidated financial statements of JLL.statements. This includes fees for review of the tax provision and fees for accounting consultations on matters reflected in the consolidated financial statements. Audit Feesfees also include services required by statute or regulation (foreign or domestic), such as comfort letters, consents, reviews of SEC filings, and statutory audits in non-U.S. locations. Audit-related fees Audit Related Fees.Audit-related fees are comprisedconsist of fees for employee benefit plan audits, accounting consultation on proposed transactions, internal control relatedcontrol-related matters, and services not required by statute or regulation. Tax fees Tax Fees.Tax fees are comprisedconsist of fees for tax compliance, tax planning, and tax advice. Tax planning and tax advice encompasses a diverse range of services, including consultation, research, and assessment of tax planning initiatives, assistance with tax audits and appeals, employee benefit plans, and requests for rulings or technical advice from taxing authorities. All Other Fees.All other fees All other fees would consist of fees for all other non-audit services. There were no such services provided in 2018 or 2019.   jll.com JLL ❘ 2020 Proxy Statement    62 Pre-ApprovalBack to Contents Pre-approval of Auditaudit and Permitted Non-Audit Servicespermitted non-audit services of the Independent Registered Public Accounting Firm independent registered public accounting firm The Audit Committee has established a policy for pre-approval of audit and permitted non-audit services by the Company’s independent registered public accounting firm. At each of its meetings, the full Audit Committee considers, and approves or rejects, any proposed services and fee estimates that are presented by the Company’s management. The Chairman of the Audit Committee has been designated by the Audit Committeeits Chairman to consider approval of services arising between meetings that were not pre-approved by the Audit Committee.pre-approved. Services approved by the Chairman are ratified by the full Audit Committee at its next regular meeting. For each proposed service, the independent registered public accounting firm provides supporting documentation detailing the service and an estimate of costs. During 2017,2019, the Audit Committee pre-approved all services performed by the independent registered public accounting firm.   Proxy Statement Page | 60 AUDIT COMMITTEE REPORT Audit committee report As more particularly described above under “Corporate Governance Principlesgovernance principles and Board Matters,matters,” the Audit Committee of the Board is responsible for providing independent, objective oversight of JLL’s accounting functions and internal and disclosure controls. The Audit Committee is composed of fourfive Directors, each of whom is independent as defined by applicable Securities and Exchange Commission rules and by the New York Stock Exchange listing standards in effect at the time of mailing of this Proxy Statement and by applicable Securities and Exchange Commission rules.was mailed. The Audit Committee operates under a written charter, which has been approved by the Board of Directors and is available on the Company’s public website athttp://www.jll.com/about/board-of-directors-and-governance. our website. Management is responsible for JLL’s internal and disclosure controls and its financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of JLL’s consolidated financial statements and the effective operation of internal controls over financial reporting, all in accordance with the standards of the Public Company Accounting Oversight Board (United States)(PCAOB), and for issuing a report thereon. The Audit Committee’s responsibility is to oversee these processes. In connection with these responsibilities, the Audit Committee met with management and the independent registered public accounting firm to review and discuss the December 31, 20172019, audited financial statements, as well as the Company’sJLL’s internal controls over financial reporting, for which an attestation by such firm is required under Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee also discussed with KPMG LLP its evaluation of the accounting principles, practices and judgments applied by management, and any items required to be communicated to it by KPMG LLP in accordance with regulations promulgated by the SEC and the PCAOB including the matters required to be discussed by PCAOB Auditing Standard No. 1301.PCAOB. The Audit Committee also received written disclosures from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board (United States)PCAOB regarding such firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with KPMG LLP that firm’s independence under the relevant standards. The Audit Committee also reviewed the selection, application and disclosure of our critical accounting policies pursuant to SEC Financial Release No. 60, “Cautionary Advice Regarding Disclosure of Critical Accounting Policies.” Based upon the Audit Committee’s discussions with management and the independent registered public accounting firm, and the Audit Committee’s review of the representations of management and the independent registered public accounting firm, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in JLL’s Annual Report on Form 10-K for the year ended December 31, 2017,2019, which has been filed with the SEC. TheAuditCommittee Ann Marie Petach (Chairman) Matthew Carter, Jr. Bridget Macaskill Siddharth N. Mehta Martin H. Nesbitt Jeetendra I. Patel Sheila A. Penrose   JLL ❘ 2020 Proxy Statement Page | 6163 Back to Contents THREE PROPOSALS TO BE VOTED UPON AT THE ANNUAL MEETING Proposal 1This page intentionally left blank   Election of Ten Directors Back to Contents Additional Information Questions and answers about the proxy materials and our 2020 Annual Meeting 66 Why am I receiving these materials? 66 What items of business will be voted on at the Annual Meeting and what is the voting requirement for each? 66 How many shares must be present or represented to conduct business at the Annual Meeting? 67 How can I attend the Annual Meeting? 67 How can I vote my shares in person at the Annual Meeting? 67 How can I vote my shares without attending the Annual Meeting? 67 What shares may I vote? 67 May I change my vote or revoke my proxy? 67 What happens if I sign my proxy card but do not give specific voting instructions? 68 What happens if a Director does not receive a majority of the votes cast? 68 Why is JLL making these materials available over the Internet rather than mailing them? 68 How can I have printed copies of the proxy materials mailed to me? 68 What is householding? 68 Why did I receive more than one set of voting materials? 68 Where can I find the voting results of the Annual Meeting? 68 What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors? 69 Who will pay the cost of this proxy solicitation? 69   Our Nominating and Governance Committee has nominated ten Directors for election at this year’s Annual Meeting. All of the Director nominees are current Directors. We are proposing that our shareholders elect all of the ten nominees. Accordingly, our Board unanimously recommends you vote FOR the election of each of the ten Director nominees listed below:   Hugo Bagué Ming Lu Ann Marie PetachJLL ❘ 2020 Proxy Statement    65 Back to Contents Questions and answers about the proxy materials and our 2020 Annual Meeting When Where Record Date Samuel A. Di Piazza, Jr. Bridget Macaskill Shailesh Rao Dame DeAnne Julius Thursday, May 28, 2020 9:00 a.m., Central Time Martin H. Nesbitt Christian Ulbrich Sheila A. Penrose JLL Chicago Office 200 E. Randolph Drive Chicago, Illinois 60601 Shareholders as of April 3, 2020 are entitled to vote   Important information regarding meeting attendance and location JLL is actively monitoring coronavirus (COVID-19) developments, related guidance issued by public health authorities, and the protocols imposed by federal, state, and local governments. The health and well-being of our employees and shareholders are paramount. If elected, these Directors will serve one-year terms until JLL’sit is determined that a change in the date, time or location of the 2020 Annual Meeting of Shareholders or a change to a virtual meeting format is advisable or required, an announcement of such changes will be made as promptly as possible through a press release and on the Investor Relations page of our website at www.ir.jll.com. If you are planning to attend our meeting, please check the website regularly. Why am I receiving these materials? The Board is providing these proxy materials to you in 2019connection with our 2020 Annual Meeting of Shareholders. As one of our shareholders on the Record Date, you are invited to attend the Annual Meeting and until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification, or removal.to vote on each of the matters we describe in this Proxy Statement.   AtWhat items of business will be voted on at the Annual Meeting and what is the voting requirement for each? The table below details information regarding the proposals to be voted on at the Annual Meeting, the Board’s recommendation on how to vote on each proposal, the votes required to approve each proposal, and the effect of abstentions and broker non-votes. Proposal Voting Options Board Recommendation Vote Required to Adopt the Proposal Effects of Abstentions Effect of Broker Non-Votes* Proposal 1: Election of twelve Directors identified in this Proxy Statement to serve one-year terms until the 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified For, Against or Abstain on each nominee FOReachnominee Majority of votes cast with respect to each nominee No effect No effect Proposal 2: Approval, by non-binding vote, of named executive officer compensation For, Against or Abstain FOR Majority of votes cast No effect No effect Proposal 3: Ratification of appointment of KPMG LLP as JLL’s independent registered public accounting firm for the year ending December 31, 2020 For, Against or Abstain FOR Majority of votes cast No effect N/A: brokers have discretion to vote without instructions * See “WhathappensifIsignmyproxycardbutdonotgivespecificvotinginstructions?” for an explanation of the term “broker non-vote.” jll.com JLL ❘ 2020 Proxy Statement    66 Back to Contents How many shares must be present or represented to conduct business at the Annual Meeting? We will have a quorum to hold the Annual Meeting and transact business if holders of a majority of shares of our common stock that are issued and outstanding and entitled to vote are present in person or represented by proxy. How can I attend the Annual Meeting? You are entitled to attend the Annual Meeting only if you were a JLL shareholder as of the Record Date or you hold a valid proxy from such a shareholder. You should be prepared to present a photo ID for admission. In addition, if you hold your shares through a broker, trustee or nominee (known as holding shares “in street name”), you must provide proof of beneficial ownership on the Record Date, such as your most recent account statement or a copy of the voting instruction card furnished to you. How can I vote my shares in person at the Annual Meeting? You may vote in person at the Annual Meeting those shares you hold in your name as the shareholder of record. If you want to vote in person at the Annual Meeting the shares you hold beneficially in street name, you must obtain a legal proxy from the broker, trustee or nominee that holds your shares. Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions as described below so that your vote will be counted if your plans change. How can I vote my shares without attending the Annual Meeting? Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. Shareholders may deliver their proxies either: ● Online at www.proxyvote.com; ● By telephone (please see your proxy card for instructions); or ● By requesting, completing and submitting a signed paper proxy card (please see your Notice of Internet Availability for instructions). What shares may I vote? Only shareholders of record of JLL’s common stock at the close of business on Friday, April 3, 2020—the Record Date—are entitled to notice of, and to vote at, the Annual Meeting. For the purpose of determining whether a quorum is present at the Annual Meeting, we will count shares of our common stock represented in person or by properly executed proxy. Each share is entitled to one vote each validfor as many individuals as there are Directors to be elected, and one vote on all other matters. As of the Record Date, there were 51,627,852 voting shares of common stock outstanding. May I change my vote or revoke my proxy? You may change your vote at any time prior to the vote at the Annual Meeting. If you are the shareholder of record, you may change your vote by: ● Granting a new proxy returnedbearing a later date (which automatically revokes the earlier proxy); ● Providing written notice that you wish to JLL forrevoke your proxy; or ● Attending the ten nominees listed aboveAnnual Meeting and voting in person. A written notice of revocation must be sent to our Corporate Secretary at our principal executive office. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. If you hold your shares in street name, you may change your vote by: ● submitting new voting instructions to your broker, trustee or nominee; or ● attending the Annual Meeting and voting in person, but only if you have a legal proxy from your broker, trustee, or nominee giving you the right to vote your shares. JLL ❘ 2020 Proxy Statement    67 Back to Contents What happens if I sign my proxy card but do not give specific voting instructions? If you hold shares in your own name and you submit a proxy without giving specific voting instructions, the proxy specifies otherwise. Proxies may not be voted for more than ten nominees for Director. Whileholders will vote your shares in the Board does not anticipate that any of the nominees will be unable to stand for election as a Director at the 2019 Annual Meeting, if that is the case, proxies will be voted in favor of such other person or persons as our Board may designate. We provide biographical information for each of the nominees above under the caption “Directors and Corporate Officers.” For each of the nominees, we also provide below a statement of their qualifications to serve as a member of our Board of Directors: Hugo Bagué:As the former head of overall organizational resources and physical security for a complex global enterprise with a large number of employees, Mr. Bagué brings significant experience with employee relations, communications, safety, information technology, and compensation issues that are helpful to our Board’s oversight of a global firm whose most important assets are our people. Additionally, from his other operational responsibilities at Rio Tinto, which increased significantly during his tenure there, Mr. Bagué contributes to our Board perspectives on public relations, procurement, information systems, and corporate sustainability. Most recently, he has provided significant input on evaluating our management of safety and physical security matters and communications with staff and outside contractors. His work for other multi-national companies provides insights into operating within different cultures, business environments, and legal systems, including in Continental Europe as well as emerging markets, and also within the technology and healthcare industries, both of which are important to our future growth strategy. Samuel A. Di Piazza, Jr.: Having risen to the most senior executive role within the world’s largest professional services firm, Mr. Di Piazza brings to our Board’s oversight responsibilities additional broad management experience within a multi-cultural, complex organization providing services to diverse client types across the globe. This includes managing and compensating a staff of highly trained and motivated professionals, developing and maintaining strong client relationships, infusing integrity and productivity into all aspects of a widely dispersed business, particularly within highly regulated environments, evaluating M&A opportunities, and pursuing sophisticated enterprise risk management techniques. Mr. Di Piazza also has significant accounting experience, including managing a tax practice and as part of standards setting organizations, that will help further informmanner recommended by our Board on relatedall matters particularly given the dynamic accounting and tax regimes that affect our business. His service on the Boards of other highly sophisticated organizations provides us with additional governance perspectives and experience with critical business issues including cyber-security. He has also been very involvedpresented in the development of sustainability and integrated reporting standards and practices, both of which disciplines are increasingly important to JLL. Dame DeAnne Julius:Within the increasingly complex and interconnected world in which JLL seeks to thrive, Dame DeAnne contributes an important global perspective on economics and government policy that is informed by the depth of her experience as the senior-most economist at major corporations, her involvement with organizations that are at the core of global financial policy making and, most recently, at a major educational institution. This has become increasingly compelling given the particularly dynamic nature of the geo-political aspects that are involved in the European Union, the United States, China, this Proxy Statement, Page | 62 and the Middle East. Moreover, her current and previous directorships provide her with governance and oversight experience at complex, global public companies as well as a prominent professional services firm. She therefore contributes insights into energy, enterprise risk, environmental, healthcare/pharmaceutical, succession planning, and client service issues that are also critical to growth businesses within JLL. Her familiarity with the British economy and government will continue to be helpful to us as we navigate the consequences of Brexit on our business. Ming Lu: Mr. Lu brings to the Board extensive knowledge about overseeing the development and operations of companies in Asia, and particularly China, one of the most important regions for our future growth potential. He has broad and deep experience in evaluating emerging market dynamics and integrating acquisitions, which has become increasingly important to our firm given the extent of our M&A activities during recent years. His experience in structuring compensation to motivate executive behavior that is aligned with our shareholders’ interests are useful to his service as the Chairman of our Compensation Committee. As a partner with one of the world’s most prominent private equity firms, Mr. Lu also contributes a general expertise in investment evaluation and management, enhancement of balance sheet and financial strength, entrepreneurialism, management of credit and credit agreements, and management of banking and investment banking relationships. Bridget Macaskill: Ms. Macaskill brings to the Board deep experience in the investment management business as the result of her being both the Chief Executive Officer and now the non-executive chairman of the board of two prominent investment management firms. She therefore contributes important perspectives on shareholder relations, leadership, enterprise risk management, compliance, and operations within a highly regulated industry. Ms. Macaskill’s background also provides additional financial and accounting acumen to our Audit Committee. Her experience in creating a program dedicated to educating American women about personal finances will assist the Board with oversight of the Company’s citizenship and diversity initiatives. Additionally, Ms. Macaskill brings perspectives on the English government and economy that will be useful as that country pursues its exit from the European Union. Martin H. Nesbitt: An alumnus of our investment management business from early in his career who has continued to be involved in the development and management of different types of real estate, Mr. Nesbitt brings significant experience to the Board that is central to the core of the Company’s mission and business. His experience as the co-founder and chief executive officer of an entrepreneurial real estate venture helps inform our Board’s oversight of the Company’s strategic development and marketing efforts, as well as the execution of its business plans. His more recent establishment of an investment fund focusing on industries such as education and healthcare will add private equity and public sector perspectives. Mr. Nesbitt’s involvement in the pursuit of Chicago’s Olympics bid for 2016 and leadership in the development of the Obama Presidential Library is useful to our Company’s continuing involvement in public-private initiatives and in city planning matters. Additionally, his urban, cultural, and community activities enrich the Board’s oversight of the Company’s corporate social responsibility and diversity initiatives. Sheila A. Penrose: Ms. Penrose, whose career at a significant banking organization culminated in her running its corporate business and serving as a member of its management committee, provides our Board with a depth of experience in client relationship management, all aspects of corporate finance and banking relationships, enterprise risk management, executive compensation and international business transactions. Her experience with a management consulting firm enhances our Board’s oversight of strategic development activities, evaluation of M&A opportunities, and succession planning. Her service on the board of directors of a major foodservice retailer enhances her contribution to our Board’s consideration of governance issues and the functioning of our Nominating and Governance Committee, which she chairs, and sophistication about branding and marketing matters. Ms. Penrose’s role as the Company’s non-executive chairman also gives her additional knowledge about our Company’s services and staff which is useful to our Board’s deliberations. Additionally, Ms. Penrose has been a vocal proponent of the benefits to corporations of diversity and community involvement, which has helped our Board discuss and promote those issues with our senior management. Ann Marie Petach: Ms. Petach’s career has included very senior finance and management positions at each of a major global manufacturing corporation and an investment management business, as the result of which she contributes to our Board additional sophisticated financial acumen within the international arena, for example with currency exchangetheir discretion should any other matters and with respect to relationships with banks and investment banks. She also has strategic and operational perspectives that are particularly useful to our LaSalle Investment Management business, including with respect to client relationships, compliance, and the deployment of capital. In her first year of service as the Chairman of our Audit Committee, Ms. Petach has provided useful insights to many aspects of our enterprise risk management activities, such as our internal audit and Sarbanes-Oxley practices, controls, productivity initiatives, and compliance within an increasingly heavily regulated environment. Moreover, she has experience with corporate disclosure and investor relations that inform our Board’s oversight of the securities aspects of a public company and engagement with shareholders. Proxy Statement Page | 63 Shailesh Rao: Having served in senior executive positions with Google and Twitter, two of the world’s most prominent and successful digital companies, Mr. Rao has extensive experience with developing and marketing systems that apply technology to social networking, search, data management, and digital applications of business processes, all of which will continue to inform the Board’s oversight of how the Company is using technology, data mining, and social networks as a core aspect of how it establishes and implements its business models and strategies. Mr. Rao’s experience has spanned the globe, which is consistent with our need for Board members with multi-cultural perspectives and an understanding of the business environment in different countries. His entrepreneurial activities are useful to our Board’s consideration of potential acquisitions and the Company’s establishment of new or adjacent service lines. Mr. Rao was instrumental in the creation of our JLL Spark technology strategy. Christian Ulbrich: Mr. Ulbrich’s thirteen years of experience at JLL in total, nine of which have been as the CEO of our EMEA business and as a member of our Global Executive Board, provide the Board with additional foundational information about the Company’s strategy, operations, the nature of its business and geographies, and its client relationships, as well as managing an integrated business in a multi-cultural environment. Mr. Ulbrich has been particularly involved in the Company’s development of on-line marketing and acquisition strategies, including our JLL Spark initiative, which will continue to be critical aspects of the Board’s oversight. His previous chief executive and other management roles with financial institutions will provide important perspectives on organizational leadership and on client needs and perspectives. Mr. Ulbrich’s current service on the Board of a major German public company in the residential sector contributes comparative insights on corporate governance and organization. Proposal 2 Non-binding advisory “say-on-pay” vote approving executive compensation We are asking our shareholders to provide a non-binding say-on-pay advisory approval of the compensation of our Named Executive Officers as we have described it above in the “Executive Compensation” section of this Proxy Statement. Our Board unanimously recommends you vote FOR the advisory say-on-pay vote approving executive compensation. Our Board believes that that we have an executive compensation program that has proven itself over the years to have retained top-quality executives who have been appropriately motivated to act in the best interests of our shareholders, clients, staff, and the other constituencies who interact with a global organization such as ours. We believe we have a program that encompasses the attributes of best-practices in compensation, including: Pay-for-performance philosophy, with significant upward and downward flexibility built to correspond to the financial results of an inherently cyclical business; Balanced mix of short- and long-term focused compensation; Significant use of equity to align with shareholder interests; No tax gross-ups and limited use of perquisites; Limited benefits in the event of a change in control, with double-trigger requirement for severance benefits and accelerated vesting of equity awards under our long-term incentive plans; Limited severance benefits; Recapture of certain incentives in the event of a subsequent restatement of financial statements; and Features to mitigate the use of overly-risky strategies that do not serve the longer-term sustainability of the organization. Accordingly, our Board requests that our shareholders vote to approve our executive compensation program. While this vote is not binding on our Company, it will provide information to our Compensation Committee and our management regarding investor sentiment about our executive compensation philosophy, policies and practices. We will consider this information when determining executive compensation for 2018 and beyond. Proxy Statement Page | 64 Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm The Audit Committee has appointed the firm of KPMG LLP as JLL’s independent registered public accounting firm for 2018. A proposal to ratify this appointment will be presented at the 2018 Annual Meeting. We are asking our shareholders If you hold shares in street name and do not provide your broker with specific voting instructions, under the rules that govern brokers in such circumstances, your broker will not have the authority to exercise discretion to vote your shares on any proposal other than the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2018.2020. This is commonly called a “broker non-vote.”   The Board unanimously recommends youWhat happens if a Director does not receive a majority of the votes cast? Under our By-Laws, if a Director does not receive the vote FOR ratification of such appointment.at least the majority of the votes cast, that Director must promptly tender a resignation to the Board. For more information, see “How we select Directors—Majority voting” on page 17.   The Audit Committee retains the right to appoint a substitute independent registered public accounting firm at any time during 2018 for any reason whatsoever. Proxy Statement Page | 65 PROXY DISTRIBUTION AND SOLICITATION EXPENSE Why is JLL is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. If you choose to access any proxy materials and/or voteavailable over the Internet you are responsible for Internet access charges yourather than mailing them? Under the SEC’s “Notice and Access Rule,” we may incur.furnish proxy materials electronically rather than mailing printed copies to each shareholder. Electronic delivery helps us meet our sustainability goals and also saves significant postage, printing, and processing costs. If you choose to votereceived a Notice of Internet Availability of Proxy Materials by telephone,mail, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We have hired Broadridge Investor Communications Solutions, Inc. to assist us in the distributiona printed copy of our proxy materials (but notunless you specifically request one. Instead, the Notice of Internet Availability explains how to access and review our proxy materials online and how to access your proxy card to vote your shares. How can I have printed copies of the proxy materials mailed to me? If you received a Notice of Internet Availability by mail and you would prefer to receive a printed copy of our proxy materials, including a paper proxy card, please follow the instructions included in the Notice of Internet Availability. What is householding? As permitted by SEC rules, to the extent we are delivering paper copies of our proxy materials, only one copy of this Proxy Statement is being delivered to shareholders residing at the same address unless the shareholders have notified us of their desire to receive individual copies. This is known as “householding.” We will promptly deliver a separate copy of the Proxy Statement to any shareholder who requests one. Requests for additional copies for the solicitationcurrent year or future years should be directed to our Corporate Secretary at our principal executive office. If you share an address with other shareholders and currently receive multiple copies of the Proxy Statement, you may request that only a single copy be mailed in the future. Record holders can make such a request by contacting Computershare by phone at +1.866.210.8055 or by mail at 462 South Fourth Street, Louisville, Kentucky 40202. Beneficial owners should contact their bank, broker, or other nominee.  Why did I receive more than one set of voting materials? If you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each account. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one Notice of Internet Availability. Please vote each proxy you receive, since each one represents different shares that you own.  Where can I find the voting results of the Annual Meeting? We intend to announce preliminary voting results at the Annual Meeting and then disclose the final results in a Form 8-K filing with the SEC within four business days after the Annual Meeting. jll.com JLL ❘ 2020 Proxy Statement    68 Back to Contents What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors? Shareholder proposals intended to be presented at the 2021 annual meeting and included in JLL’s proxy statement and form of proxy votes).relating to that annual meeting pursuant to Rule 14a-8 under the 1934 Act must be received by JLL at our principal executive office by December 18, 2020. Our By-Laws require that any proposals made outside of Rule 14a-8 must be submitted to our Corporate Secretary at our principal executive office between January 28, 2021 and February 27, 2021. In addition, any shareholder intending to nominate a candidate for election to the Board at the 2021 annual meeting must give timely written notice to our Corporate Secretary at our principal executive office between January 28, 2021 and February 27, 2021. Shareholders may, subject to and in accordance with our By-Laws, recommend director candidates for consideration by the Nominating and Governance Committee. The recommendation must be delivered to our Corporate Secretary, who will forward the recommendation to the Nominating and Governance Committee for consideration. Our “Proxy Access for Director Nominations” bylaw permits a shareholder, or a group of up to 20 shareholders, owning at least 3% of JLL’s outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareholder and the nominee(s) satisfy the requirements set forth in our By-Laws. We must receive a shareholder’s notice to nominate a director using JLL’s proxy materials between November 18, 2020 and December 18, 2020. Such notice should be addressed to the Corporate Secretary at our principal executive office and contain the information required by our By-Laws under Article III, Section 15. Who will pay Broadridge customary fees, costs and expenses for these services.the cost of this proxy solicitation? This solicitation is made by the Board on behalf of JLL. JLL will pay the cost of soliciting proxies. We have hired D.F. King & Co., Inc. to assist us in the solicitation of votes. We will pay D.F. King a fee of $9,500 plus customary costs and expenses for their services. We have agreed to indemnify D.F. King against certain liabilities arising out of or in connection with their services. Upon request, we will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for forwarding proxy and solicitation materials to shareholders. In addition, certain JLL officers and employees, who will receive no additional compensation for their services, may solicit proxies.   JLL ❘ 2020 Proxy Statement Page | 6669 Back to Contents This page intentionally left blank   Back to Contents Annexes ANNEX Annex A RECONCILIATION OF Reconciliation of GAAP AND NON-GAAP FINANCIAL MEASURESand Non-GAAP Financial Measures 72 Non-GAAP financial measures 72 Adjustments to GAAP financial measures used to calculate non-GAAP financial measures 72 Reconciliation of non-GAAP financial measures 73 Reconciliation of AIP financial measures 74 Annex B Pay ratio excluded employees 76   The Company JLL ❘ 2020 Proxy Statement    71 Back to Contents Annex A Reconciliation of GAAP and Non-GAAP Financial Measures Non-GAAP financial measures JLL reports its financial results in accordance with accounting principles generally accepted in the United States (GAAP or referred to herein asreported). However, management believes that certain non-GAAP financial measures provide users with additional meaningful financial information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP. Our non-GAAP financial information does not represent a comprehensive basis of accounting. Non-GAAP Financial Measures Management uses certain non-GAAP financial measures to develop budgets and forecasts, measure and reward performance against those budgets and forecasts, and enhance comparability to prior periods. These measures are believed to be useful to investors and other external stakeholders as supplemental measures of core operating performance and include the following: (i) Fee revenue and Fee-based operating expenses, (i) Fee revenue and Fee-based operating expenses, (ii) Adjusted EBITDA attributable to common shareholders (AdjustedEBITDA) and Adjusted EBITDA margin, and (ii) Adjusted EBITDA and Adjusted EBITDA margin, and (iii) Adjusted net income attributable to common shareholders and Adjusted diluted earnings per share. (iii) Percentage changes against prior periods, presented on a local currency basis. However, non-GAAP financial measures should not be considered alternatives to measures determined in accordance with U.S. GAAP. Any measure that eliminates components of a company’s capital structure, cost of operations or investment or other results has limitations as a performance measure. In light of these limitations, management also considers U.S. GAAP financial measures and does not rely solely on non-GAAP financial measures. Because ourJLL's non-GAAP financial measures are not calculated in accordance with U.S. GAAP, they may not be comparable to similarly titled measures used by other companies.   Adjustments to GAAP Financial Measures Usedfinancial measures used to Calculatecalculate non-GAAP Financial Measuresfinancial measures GrossContractCosts Consistent represent certain costs associated with U.S. GAAP, certain vendorclient-dedicated employees as well as third-party vendors and subcontractorsubcontractors, and are indirectly reimbursed through the fee we receive. These costs (“gross contract costs”) which we manage on certain client assignments in the Property & Facility Management and Project & Development Services business lines are presented on a gross basis in Operating expenses with the corresponding fee in Revenue and Operating expenses. Webefore reimbursements. However, as we generally earn little to no margin on the reimbursement of gross contractsuch costs, obtaining reimbursement only for costs incurred. Excludingexcluding gross contract costs from both RevenueFee revenue and OperatingFee-based operating expenses more accurately reflects how we manage our expense base and operating margins.margins and also enables a more consistent performance assessment across a portfolio of contracts with varying payment terms and structures, including those with direct versus indirect reimbursement of such costs. NetNon-Cash MSR MortgageServicingRights(MSR)andMortgageBankingDerivativeActivity Net non-cash mortgage servicing rights ("MSR") and mortgage banking derivative activity consists of the balances presented within Revenue composed of (i) derivative gains/losses resulting from mortgage banking loan commitment and warehousing activity and (ii) gains recognized from the retention of MSR upon origination and sale of mortgage loans, offset by (iii) amortization of MSR intangible assets over the period that net servicing income is projected to be received. Non-cash derivative gains/losses resulting from mortgage banking loan commitment and warehousing activity are calculated as the estimated fair value of loan commitments and subsequent changes thereof,thereto, primarily represented by the estimated net cash flows associated with future servicing rights. MSR gains and corresponding MSR intangible assets are calculated as the present value of estimated net cash flows over the estimated mortgage servicing periods. The aboveSuch activity is reported entirely within Revenue of the Capital Markets & Hotels businessservice line of the Americas segment. Excluding net non-cash MSR and mortgage banking derivative activity reflects how we manage and evaluate performance because the excluded activity is non-cash in nature. ChangeinestimatedliabilityassociatedwithTaxCutsandJobAct reflects the transition tax on the deemed repatriated earnings of foreign subsidiaries and the re-measurement of U.S. deferred tax assets. Activity in 2018 and 2019 represented changes to the provisional amounts recorded in 2017. Such activity is excluded as the amount relates predominantly to accumulated foreign earnings, net of tax credits, realized over many years, with cash obligations to be paid over eight years beginning in 2019. Therefore, these amounts are not considered indicative of core operating results. RestructuringandAcquisitionCharges Restructuring and acquisition charges primarily consist of: (i) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership, or transformation of business processes; (ii) acquisition and integration-related charges, including Proxy Statement A-1 non-cash fair value adjustments, which are generally non-cash in the periods such adjustments are made, to assets and liabilities recorded in purchase accounting, such as earn-out liabilities and intangible assets; and (iii) lease exit charges. Such activity is excluded as the amounts are generally either non-cash in nature or the anticipated benefits from the expenditures would not likely be fully realized until future periods. Restructuring and acquisition charges are excluded from segment operating results and therefore not a line item in the segments’ reconciliation to Adjusted EBITDA.   jll.com JLL❘ 2020 Proxy Statement    72 Back to Contents AmortizationofAcquisition-RelatedIntangibles, primarily composed of the estimated fair value ascribed at closing of an acquisition to assets such as acquired management contracts, customer backlog and relationships and trade name, is more notable following our increase in acquisition activity in recent years. Such non-cash activity is excluded as the change in period-over-period activity is generally the result of longer-term strategic decisions and therefore not necessarily indicative of core operating results. GainonDisposition reflects the net gain recognized on the sale of a business in the Asia Pacific reporting segment in 2018. Given the low frequency of business disposals by JLL, historically, the gain directly associated with such activity is excluded as it is not considered indicative of core operating performance. Reconciliation of Non-GAAP Financial Measures non-GAAP financial measures Below are the reconciliations of revenue to fee revenue and operating expenses to fee-based operating expenses.   Year Ended December 31,   ($ in millions) Year Ended December 31,   2017     2016   2019   2018 Revenue   $ 7,932.4       6,803.8     $17,938.2   $16,318.4   Adjustments:                 Reimbursements   (7,952.6)   (7,228.9 ) Revenue before reimbursements   10,030.6   9,089.5   Gross contract costs     (1,220.6 )     (1,023.5 )   (2,870.2)   (2,595.0 ) Net non-cash MSR and mortgage banking derivative activity     (15.7 )     (23.5 )   (21.2)   (8.3 ) Fee revenue   $ 6,696.1       5,756.8     $7,139.2   $6,486.2                   Operating expenses   $ 7,395.5       6,363.2     $17,267.8   $15,611.5   Less: Gross contract costs     (1,220.6 )     (1,023.5 ) Reimbursed expenses   (7,952.6)   (7,228.9 ) Gross contract costs   (2,870.2)   (2,595.0 ) Fee-based operating expenses   $ 6,174.9       5,339.7     $6,445.0   $5,787.6                   Operating income   $ 536.9       440.6     Adjusted EBITDA attributable to common shareholders ("Adjusted EBITDA") represents EBITDA attributable to common shareholders (“EBITDA”) further adjusted for certain items we do not consider directly indicative of our ongoing performance in the context of certain performance measurements. Below isare (i) a reconciliation of Net income attributable to common shareholders to EBITDA and Adjusted EBITDA, (ii) the Net income margin attributable to common shareholders, and (ii)(iii) the Adjusted EBITDA margin (on a fee-revenue basis),(presented on a local currency basis.     Year Ended December 31,   ($ in millions)   2017     2016   Net income attributable to common shareholders   $ 253.8       317.8   Add:                 Interest expense, net of interest income     56.2       45.3   Provision for income taxes     267.8       108.0   Depreciation and amortization     167.2       141.8   EBITDA   $ 745.0       612.9   Adjustments:                 Restructuring and acquisition charges     30.7       68.5   Net non-cash MSR and mortgage banking derivative activity     (15.7 )     (23.5 ) Adjusted EBITDA   $ 760.0       657.9                     Net income margin attributable to common shareholders     3.2 %     4.7                     Adjusted EBITDA margin     11.1 %     11.4   Operating Results - Local Currency In discussing our operating results, unless otherwise noted, we report percentage changes and Adjusted EBITDA margins in local currency. Such amounts presented on a local currency basis are calculated by translating the current period results of our foreign operations to U.S. dollars using the foreign currency exchange rates from the comparative period. We believe this methodology provides a framework for assessing our performance and operations excluding the effect of foreign currency fluctuations. Becausefee-revenue basis). ($ in millions)   Year Ended December 31,   2019     2018 Net income attributable to common shareholders   $534.4   $484.1   Add:           Interest expense, net of interest income   56.4   51.1   Provision for income taxes   159.7   214.3   Depreciation and amortization   202.4   186.1   EBITDA   $959.2   $935.6   Adjustments:           Restructuring and acquisition charges   184.4   38.8   Gain on disposition   —   (12.9 ) Net non-cash MSR and mortgage banking derivative activity   (21.2)   (8.3 ) Adjusted EBITDA   $1,116.1   $953.2   Net income margin attributable to common shareholders   5.3%   5.3 % Adjusted EBITDA margin   15.5%     14.7 %   JLL ❘ 2020 Proxy Statement A-273 Back to Contents Below is a reconciliation of Net income attributable to common shareholders to Adjusted net income attributable to common shareholders and the components of adjusted diluted earnings per share. ($ in millions, except per share data) Year Ended December 31,   2019     2018 Net income attributable to common shareholders   $534.4   $484.1   Diluted shares (in thousands)   49,154   45,931   Diluted earnings per share   $10.87   $10.54   Net income attributable to common shareholders   $534.4   $484.1   Adjustments:           Restructuring and acquisition charges   184.4   38.8   Net non-cash MSR and mortgage banking derivative activity   (21.2)   (8.3 ) Amortization of acquisition-related intangibles   44.8   29.4   Gain on disposition   —   (12.9  ) Change in estimated liability   (4.3)   47.0   Tax impact of adjusted items   (45.6)   (15.5 ) Adjusted net income attributable to common shareholders   $692.5   $562.6   Diluted shares (in thousands)   49,154   45,931   Adjusted diluted earnings per share   $14.09   $12.25     amounts presented on a local currency basis are not calculated under U.S. GAAP, they may not be comparable to similarly titledReconciliation of AIP financial measures used by other companies. The following table reflects the reconciliation to local currency amounts for consolidated revenue, consolidated fee revenue, consolidated operating income, and consolidated Adjusted EBITDA.     Year Ended December 31,   ($ in millions)   2017     % Change   Revenue:             At current period exchange rates   $ 7,932.4       17 % Impact of change in exchange rates     4.0       n/a   At comparative period exchange rates   $ 7,936.4       17 %                   Fee Revenue:                 At current period exchange rates   $ 6,696.1       16 % Impact of change in exchange rates     3.8       n/a   At comparative period exchange rates   $ 6,699.9       16 %                   Operating Income:                 At current period exchange rates   $ 536.9       22 % Impact of change in exchange rates     (19.5 )     n/a   At comparative period exchange rates   $ 517.4       17 %                   Adjusted EBITDA:                 At current period exchange rates   $ 760.0       16 % Impact of change in exchange rates     (17.1 )     n/a   At comparative period exchange rates   $ 742.9       13 % For purposes of the CD&A, below is a reconciliation of Net income attributable to common shareholders to EBITDA and AIP Adjusted EBITDA.EBITDA, which is a non-GAAP financial measure used by the Compensation Committee in determining executive compensation. ($ in millions) Year Ended December 31, 2017 2019 Net income attributable to common shareholders 253.8 $534.4 Add: Interest expense, net of interest income 56.2 56.4 Provision for income taxes 267.8 159.7 Depreciation and amortization 167.2 202.4 EBITDA 745.0 $952.9 Adjustments: Qualifying restructuring and acquisition charges(1) 3.5 28.4 Net impact of HFF 9.1 Net non-cash MSR and mortgage banking derivative activity (excluding HFF) (15.7 ) (26.1) AIP Adjusted EBITDA 732.8   $964.3 (1) Represents the portion of the $30.7$184.4 million total Restructuring and acquisition charges for the year ended December 31, 20172019, which the Compensation Committee adds back in the calculation.   jll.com JLL ❘ 2020 Proxy Statement A-374 Back to Contents For purposes of the CD&A, below is a reconciliation of NetSegment operating income attributablefor the year ended December 31, 2019 to common shareholders tothe segment operating income for the year ended December 31, 2019, which is the basis of AIP Adjusted Operating Income - Americas and AIP Adjusted Operating Agreement Income - LaSalle, which are non-GAAP financial measures used by the Compensation Committee adjusted net income attributablein determining executive compensation. ($ in millions) Americas EMEA Asia Pacific LaSalle Consolidated Segment operating income   $611.4   $47.0   $127.3   $114.1   $899.8 Less: Net non-cash MSR and mortgage banking derivative activity   (21.2)   —   —   —   (21.2) Less: Operating Income contributed by HFF   (91.9)   —   —   —   (91.9) Reallocation of overhead   (12.7)   7.1   (0.8)   6.4   — AIP Adjusted Operating Income for the year ended December 31, 2019   $485.6   $54.1   $126.5   $120.5   $786.7 JLL ❘ 2020 Proxy Statement    75 Back to common shareholders.Contents Annex B Pay ratio excluded employees Country Number of Employees Argentina 153 Bangladesh 17 Brazil 518 Chile 40 Columbia 63 Costa Rica 87 Czech Republic 4 Ecuador 3 Egypt 10 Hungary 2 Israel 48 Kazakhstan 1 Kenya 13 Malaysia 499 Mauritius 3 Mexico 249 Oman 4 Pakistan 5 Panama 25 Peru 21 Philippines 568 Poland 43 Romania 2 Serbia 1 South Africa 99 Sri Lanka 51 Switzerland 35 Ukraine 12 Uruguay 7 Vietnam 160   ($ in millions)jll.com   Year Ended December 31, 2017 Net income attributable to common shareholders 253.8 Adjustments: Qualifying restructuring and acquisition charges(1)JLL 3.5 Net non-cash MSR and mortgage banking derivative activity (15.7 ) Amortization of acquisition-related intangibles 31.1 Impact of Tax Cuts and Jobs Act Enactment 141.3 Tax impact of adjusted items (14.2 ) Compensation Committee adjusted net income 399.8 ❘ 2020 Proxy Statement    76 (1) Represents the portion of the $30.7 million total Restructuring and acquisition charges for the year ended December 31, 2017 which the Compensation Committee adds back in the calculation. Proxy Statement A-4 Back to Contents ANNEX B PAY RATIO EXCLUDED EMPLOYEES Country Number of Employees Argentina 153 Bangladesh 17 Brazil 518 Chile 40 Columbia 63 Costa Rica 87 Czech Republic 4 Ecuador 3 Egypt 10 Hungary 2 Israel 48 Kazakhstan 1 Kenya 13 Malaysia 499 Mauritius 3 Mexico 249 Oman 4 Pakistan 5 Panama 25 Peru 21 Philippines 568 Poland 43 Romania 2 Serbia 1 South Africa 99 Sri Lanka 51 Switzerland 35 Ukraine 12 Uruguay 7 Viet Nam 160 Proxy Statement B-1 Back to Contents   Back to Contents This page intentionally left blank. This page intentionally left blank. This page intentionally left blank. Copyright 2018 Jones Lang LaSalle IP, Inc. | www.jll.com