WewillprovidetheNoticeofInternetAvailabilityofProxyMaterials,electronicdeliveryoftheproxymaterialsormailingofthe2021ProxyStatement,the2020AnnualReportonForm10-KandaproxycardtoshareholdersbeginningonoraboutApril16,2021.

By Order of the Board of Directors

Global Chief Legal Officer and Corporate Secretary

April 16, 2021

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

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Attending the 2021 Annual Meeting Webcast

You are entitled to attend the virtual 2021 Annual Meeting online only if you were a shareholder of record at the close of business on Friday, April 1, 2021—the Record Date— or you hold a valid proxy for the 2021 Annual Meeting.

We encourage you to log into the website and access the 2021 Annual Meeting webcast early. Online access to the 2021 Annual Meeting webcast at www.virtualshareholdermeeting.com/JLL2021 will open at approximately 8:45 a.m., Central Time, on May 27, 2021.

Shareholders of Record (shares are registered in your name)

If you were a shareholder of record of JLL common stock at the close of business on the Record Date, you are eligible to attend the meeting, vote, change a prior vote, and submit questions. To access the meeting, visit www.virtualshareholdermeeting.com/JLL2021 and follow the prompts, which will ask you to enter your 16-digit control number. The control number is shown in a box on your proxy card or, if applicable, shown in the Notice of Internet Availability of Proxy Materials.

Beneficial Shareholders (shares are held in the name of a bank, broker, or other institution)

If you were a beneficial shareholder of JLL common stock as of the Record Date (i.e., you hold your shares through a broker or other intermediary), you may submit your voting instructions through your broker or other intermediary. To access the meeting, visit www.virtualshareholdermeeting.com/JLL2021 and use your 16-digit control number. You may vote your shares at the meeting or change a prior vote and submit questions. If you are a beneficial shareholder but do not have a control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.

Asking Questions

If you are a shareholder of record or a beneficial shareholder, you may submit questions in writing during the meeting through the meeting portal at www.virtualshareholdermeeting.com/JLL2021 using your 16-digit control number. We will attempt to answer as many questions as we can during the meeting. Similar questions on the same topic will be answered as a group. Questions related to individual shareholders will be answered separately by our shareholder relations team. Our replies to questions of general interest, including those we are unable to address during the meeting, will be published on our Investor Relations website after the meeting.

Control Number

Your 16-digit control number appears in a box on your proxy card, in our Notice of Internet Availability of Proxy Materials, or in the instructions that accompanied your proxy materials. If you do not have a 16-digit control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.

Technical Support

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the phone number displayed on the virtual meeting website on the meeting date.

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Table of contents

Proxy Statement Summary	8
Corporate Governance	Mark J. Ohringer 13
Proposal 1 - Election of Directors	14
How we select Directors	14
Summary of Board nominee experience and skills	15
Our 2021 Director nominees	16
Shareholder recommendations	19
Proxy access	19
Majority voting	19
Corporate Secretarygovernance principles and Board matters	19
Key governance documents and policies	19
Director independence	20
Board leadership structure	20
Board committees	21
Annual Board self-assessments	22
The Board’s role in enterprise risk oversight	23
Shareholder engagement	23
Corporate sustainability	24
Communicating with our Board	24
Review and approval of transactions with interested persons	25
Prohibition on insider trading, pledging or hedging	25
Non-employee Director compensation	25
Executive officers	29
Executive Compensation	31
Proposal 2 - Advisory approval of executive compensation	32
Compensation discussion and analysis	32
Executive summary	33
How we make compensation decisions	36
Competitive assessment	37
2020 base salary decisions	38
2020 GEB Long-Term Incentive Plan	43
Severance arrangements for NEOs	46
Additional information	47
Compensation Committee report	49
Executive compensation tables	50
Proposal 3 – Approval of the Amended and Restated 2019 Stock Award and Incentive Plan	61
Security Ownership	71
Audit Matters	75
Proposal 4 – Ratification of appointment of independent registered public accounting firm	76
Additional Information	79
Questions and answers about our 2021 Annual Meeting and voting	80
Annexes	85
Annex A Reconciliation of GAAP and Non-GAAP Financial Measures	86
Annex B Pay ratio excluded employees	89
Annex C Amended and Restated 2019 Stock Award and Incentive Plan	90

April 19, 2018

YOUR VOTE IS VERY IMPORTANT. ANY SHAREHOLDER MAY ATTEND THE ANNUAL MEETING IN PERSON. IN ORDER FOR US TO HAVE THE QUORUM NECESSARY TO CONDUCT THE ANNUAL MEETING, WE ASK THAT SHAREHOLDERS WHO DO NOT INTEND TO BE PRESENT AT THE ANNUAL MEETING IN PERSON GIVE THEIR PROXY OVER THE INTERNET OR BY TELEPHONE. IF YOU PREFER, YOU MAY ALSO REQUEST A PAPER PROXY CARD TO SUBMIT YOUR VOTE BY MAIL. YOU MAY REVOKE ANY PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING.

PROXY STATEMENT SUMMARYjll.com

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This summary highlights certain information fromAbout JLL

Our organizational purpose

We shape the future of real estate for a better world

Who we are

We are 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 shape the future of real estate for a better world by using the most advanced technology to create rewarding opportunities, amazing spaces and sustainable real estate solutions for our clients, our people and our communities. We provide services for a broad range of clients who represent a wide variety of industries and are based in markets throughout the world.

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

  |  2021 Proxy Statement    for the 2018 Annual Meeting of Shareholders.
You should read the entire Proxy Statement carefully before voting.5

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Shareholder Voting Matters and Recommendations

2020 Business highlights

Item Revenue	Board Recommends FeeRevenue*	Reasons for Recommendation	MoreNet InformationIncomeattributabletocommonshareholders
1. Election of ten directors $16.6 billion	Yes ✔ $6.1 billion	The Board believes the ten Board candidates possess the skills, experience, and diversity to provide strong oversight for the Company’s long-term strategy and operations	Page S-1 and Page 62 $402.5 million
2. Non-Binding “Say-on-Pay” Vote Approving Executive Compensation -8% from 2019	Yes ✔ -14% from 2019	Our executive compensation programs demonstrate our pay-for-performance philosophy, and reflect the input of shareholders	Page 64
3. Ratification of Appointment of Independent Registered Public Accounting Firm	Yes ✔	Based on its assessment of KPMG’s qualifications and performance, the Audit Committee believes the retention of KPMG for fiscal year 2018 is in the best interests of the Company	Page 65

-25% from 2019

Director Nominees for Election at the 2018 Annual Meeting

Name	Age	Director Since	Position	Independent	Audit Committee	Compensation Committee	Nominating and Governance Committee	Other Current Public Boards(1)
Current Directors Who Are Nominees Standing for Re-Election
Hugo Bagué	57	2011	Former Group Executive, Organisational Resources, Rio Tinto plc	Yes	—	Yes	Yes	—
Samuel A. Di Piazza, Jr.	67	2015	Retired Global Chief Executive Officer, Pricewaterhouse Coopers International Ltd.	Yes	—	Yes	Yes	3
Dame DeAnne Julius	69	2008	Chairman, University College London	Yes	—	Yes	Yes	—
Ming Lu	60	2009	Partner, KKR & Co., L.P.	Yes	—	Chairman	Yes	—
Bridget Macaskill	69	2016	Non-Executive Chairman, First Eagle Holdings, Inc.	Yes	Yes	—	Yes	2
Martin H. Nesbitt	55	2011	Co-Chief Executive Officer, The Vistria Group, LLC	Yes	Yes	—	Yes	2
Sheila A. Penrose	72	2002; Chairman Since 2005	Chairman of the Board, JLL	Yes	Yes	Yes	Chairman	1
Ann Marie Petach	57	2015	Retired Chief Financial Officer, BlackRock, Inc.	Yes	Chairman	—	Yes	—
Shailesh Rao	46	2013	Former Vice President for Asia Pacific, Latin America and Emerging Markets, Twitter, Inc.	Yes	—	Yes	Yes	—
Christian Ulbrich	51	2016	Chief Executive Officer and President, JLL	No	—	—	—	1

(1)

Reflects directors that are currently are, or at any other time during 2017 were, on boards of other publicly-traded entities. Additional information about other board service is described in the Proxy Statement under “Directors and Corporate Officers — Biographical Information; Composition of the Board of Directors.”

 

People

Proxy Statement Summary Returnedtoshareholders

S-1 Investment-grade creditratings

2017 Business Highlights

We believe we remain well-positioned to take advantage of the opportunities in a consolidating industry and to navigate successfully the dynamic markets in which we compete worldwide. We are proud to be a preferred provider of global real estate services, an employer of choice, a consistent winner of industry awards, and a valued partner to the largest and most successful companies and institutions in the global marketplace.

Among its financial and operational highlights for 2017, JLL:

Generated revenue and fee revenue of $7.9 billion and $6.7 billion, respectively, across our four business segments, representing increases of 17% and 16%, respectively, over 2016.

Maintained our investment-grade balance sheet for growth, reflecting the Company’s strong cash generation.

• 91,000	As of December 31, 2017, our investment grade credit rating was BBB (Stable) with $100 million	BBB+
colleagues in 80 countries	via share repurchases	Standard & Poor’s Ratings Services (S&P) and
		Baa1 (Stable) with
		Moody’s Investors Service, Inc. (Moody’s).Services

 

As of December 31, 2017, ourLaSalle Investment Management business had assets under management of $58.1 billion, a decrease of 3% from 2016, with $4.8 billion of net capital raised during 2016.

 

Providedcorporate facility management services for 1.5 billion square feet of clients’ real estate,

*

Fee Revenue is a 7% increase from 2016. Over the same period, the JLL Corporate Solutions business had185 new business wins, 70 expansions of existing relationships, and 50 contract renewals.

Completed five acquisitionsthat expanded our capabilities and increased our presencenon-GAAP financial measure, which is described in key regional markets including Australia, Germany, and Switzerland, as well asmore detail in the United States.

Providedcapital markets services for $169.8 billion in client transactions, a 25% increase from 2016, where the overall market was down 6% over the same period.

Completed approximately 17,700 agency leasing transactions for landlord and tenant clients, a 54% decrease from 2016, representing259 million square feet of space.

Please refer toAnnex A to this Proxy Statement. See Annex A to this Proxy Statement for a reconciliation of non-GAAP financial measures to our results as reported under generally accepted accounting principles inGAAP.

2020 Revenue Breakdown

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Human capital

We maintain a human capital strategy that supports a diverse and inclusive workforce with equal opportunity and training and career advancement programs, strong benefits, incentives, well-being and health and safety.

Corporate sustainability

We partner with our stakeholders to drive innovative, impactful, sustainable change by embedding sustainability into everything we do. JLL’s most recent Global Sustainability Report is available on the United States.Sustainability page of our website at https://www.us.jll.com/en/about-jll/our-sustainability-leadership. 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.

StockAwards and Dividend Performancerecognition

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,In 2020, we continued to winearned numerous awards and recognitions that reflectedreflect our commitment to sustainability, the quality of the services we provide to our clients, the integrity of our people, and our desirability as a place to work, including:including being named:

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Proxy Statement Summary

S-2

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 2020 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2017. Please refer2020.

		When		Virtual Meeting		Record Date
		Thursday, May 27, 2021 9:00 a.m., Central Time		Via live audio webcast at www.virtualshareholder meeting.com/JLL2021		Shareholders as of April 1, 2021 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.2021 Annual Meeting, along with our voting recommendations.

YOUR VOTE MATTERS: HOW TO VOTE
BY PHONE	ONLINE BEFORE THE MEETING	BY MAIL	ONLINE DURING THE MEETING
You can vote your shares by calling 1-800-690-6903 (toll-free in the U.S. and Canada).	Go to www.proxyvote.com and follow the instructions.	Complete, sign and date the proxy card, and return it in the enclosed postage pre-paid envelope.	Attend our annual meeting virtually by logging into the virtual annual meeting website and vote by following the instructions provided on the website.

|  2021 Proxy Statement    Summary

S-38

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Our 2021 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. Tina Ju is a first-time nominee for Director at the 2021 Annual Meeting. All the other nominees are currently serving on the Board. Each of Ming Lu and Martin Nesbitt, who are current Directors, is stepping down as a Director when his term ends at the 2021 Annual Meeting. As a result of these changes, our Board of Directors has determined to reduce the size of the Board to 11 members, assuming all nominees are elected at the 2021 Annual Meeting. Proxies cannot be voted for a greater number of directors than the 11 nominees identified in this Proxy Statement.

The following table and the charts below provide summary information about each of our Director nominees. You can find more information about each Director’s background and experience beginning on page 15.

Name	Age	Director Since	Position	Independent	Audit	Compensation	Nominating and Governance
Hugo Bagué	60	2011	Former Group Executive, Organisational Resources, Rio Tinto plc	Yes			●
Matthew Carter, Jr.	60	2018	Chief Executive Officer, Aryaka Networks, Inc.	Yes	●		●
Samuel A. Di Piazza, Jr.	70	2015	Retired Global Chief Executive Officer, PricewaterhouseCoopers International Ltd.	Yes		●	●
Tina Ju	55	First-time nominee	Managing member of the general partner of KPCB China and TDF Capital	Yes			●
Bridget Macaskill	72	2016	Chairman of Cambridge Associates LLC and Former Non-Executive Chairman and Chief Executive Officer, First Eagle Holdings, Inc.	Yes	●		●
Deborah H. McAneny	62	2019	Former Executive Vice President, Structured and Alternative Investments, John Hancock Financial Services, Inc.	Yes		●	●
Siddharth (Bobby) Mehta	62	2019	Chairman of the Board, Former President and CEO, TransUnion	Yes	●	●	●
Jeetendra (Jeetu) I. Patel	49	2019	Senior Vice President, Cisco Systems, Inc.	Yes	●		●
Sheila A. Penrose	75	2002	Former Chairman of the Board, JLL and Retired President, Corporate and Institutional Services, Northern Trust Corporation	Yes		●
Ann Marie Petach	60	2015	Senior Advisor to the CFO of Google, Inc. and Retired Chief Financial Officer, BlackRock, Inc.	Yes			●
Christian Ulbrich	54	2016	Chief Executive Officer and President, JLL	No
Chair ● Member

Corporate Governance

Our

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Corporate governance highlights

JLL’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

Objectives of Executive Compensation

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The principal objectives of the Compensation CommitteeBack to Contents

Components of our Board of Directors are to (1) align theexecutive compensation of each member of theprogram

Our executive compensation program for our Global Executive Board our senior-most management group,(GEB) consists of a mix of fixed and the Company’s short-termshort- and long-term performanceincentive compensation. We believe our compensation program enables us to attract and retain top-quality executives who are motivated to act in the best interests of our shareholders, clients, staff, and other stakeholders. Our primary focus is on long-term incentive compensation to align with shareholder interests, (2) provide incentives for driving and meetingour annual incentive plan is designed as a supplement to drive business objectives in the Company’s strategic goals,near term.

The above graphic reflects the 2020 temporary salary waivers by the CEO and (3) help attract and retain the leaders who will be crucialother NEOs agreed to in response to the Company’s long-term success and ultimate sustainability.COVID-19 pandemic that are described below under “Executive Compensation – 2020 base salary decisions”.

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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).This page intentionally left blank

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 shareholdersBack 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.

Proxy Statement Summary

S-4

Contents

 

Corporate
Governance

TABLE OF CONTENTS Proposal 1 - Election of Directors

14

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETINGS How we select Directors

1 14

Summary of Board nominee experience and skills

15

Our 2021 Director nominees

16

Shareholder recommendations

19

Proxy access

19

Majority voting	19
DIRECTORS AND CORPORATE OFFICERS	6
Biographical Information; Composition of the Board of Directors	6
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
The Compensation Committee	16
The 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

AUDIT COMMITTEE REPORT Corporate governance principles and Board matters	61
THREE PROPOSALS TO BE VOTED UPON AT THE ANNUAL MEETING	62
PROPOSAL 1:— ELECTION OF TEN DIRECTORS	62
PROPOSAL 2:— NON-BINDING ADVISORY “SAY-ON-PAY” VOTE APPROVING EXECUTIVE COMPENSATION	64
PROPOSAL 3:— RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	65
PROXY DISTRIBUTION AND SOLICITATION EXPENSE	66
ANNEX AReconciliations of GAAP and Non-GAAP Financial Measures	A-1
ANNEX BPay Ratio Excluded Employees	B-1 19

Key governance documents and policies

19

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING Director independence

20

Q: Board leadership structure

Why am I receiving these materials? 20

A: Board meetings and attendance

20

Board committees

21

Director orientation and continuing education

22

Annual Board self-assessments

22

The Board is providing these proxy materials to youBoard’s role in connectionenterprise risk oversight

23

The Board’s role in human capital oversight

23

Shareholder engagement

23

Corporate sustainability

24

Communicating with our 2018 Annual MeetingBoard

24

Review and approval of Shareholders (including any adjournmentstransactions with interested persons

25

Prohibition on insider trading, pledging or postponements, theAnnual Meeting).The Annual Meeting will take place at 1:00 p.m. local time, on Wednesday, May 30, 2018, at the JLL office located in Washington, D.C. We first released this proxy statement(Proxy Statement) to our shareholders on or about April 19, 2018.hedging

25

Non-employee Director compensation

As one of our shareholders of record on the Record Date,you are invited to attend the Annual Meeting. You are also entitled to vote on each of the matters we describe in this Proxy Statement. 25

Executive officers

Aproxy is the legal designation you give to another person to vote the shares of stock you own. If you designate someone as your proxy in a written document, that document is called a proxy card. We have designated two of our officers as proxies for our Annual Meeting: Christian Ulbrich and Mark J. Ohringer. We are asking you to designate each of them separately as a proxy to vote your shares on your behalf. 29

Q:	Why is JLL making these materials available over the Internet rather than mailing them?

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We anticipate that weProposal 1 - Election of Directors

Our Board is presenting 11 nominees for election as Directors at our 2021 Annual Meeting. Each nominee currently serves as a Director, except Tina Ju, who is standing for election for the first time.

Each Director elected will mailserve until the Notice of Internet Availabilitynext annual meeting and until a successor is duly elected and qualified. Each nominee has consented 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.

Proxy Statement

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Proxy Statement

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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.

AbstentionsHow we select Directors

Identifying and broker non-voteswill also have no effect on (1) the voting with respectevaluating Director nominees

The Nominating and Governance Committee employs a variety of methods to identify and evaluate nominees for Director. Candidates may come to the approvalattention 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” matterNominating 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 sharesGovernance Committee through a broker, trusteeBoard members, JLL executives, shareholders, professional search firms 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 onlysources. Tina Ju was identified by Egon Zehnder, 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 considerationleading independent director-recruitment firm, retained by the Nominating and Governance Committee. The recommendation must be deliveredCommittee to our Corporate Secretary, who will forward the recommendation toidentify and help evaluate Director candidates, as a candidate possessing extensive experience and qualifications in key strategic and priority areas identified by the Nominating and Governance Committee for consideration.the new Director search. The Nominating and Governance Committee regularly assesses the size of the Board and determines whether any vacancies are expected due to departures.

Director qualifications

Under certain circumstances, shareholders may also submit nominationsOur Board has adopted a Statement of Qualifications 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; CompositionMembers 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.

We provide below biographical summaries

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 each of:a new Director, we strive to fill any relative gaps in the overall composition of the Board.

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Summary of characteristics

The following charts reflect various characteristics of our 2021 Director nominees. Our Directors’ ages, tenure, and diversity of background are well-distributed to create a balanced Board populated by individuals with years of experience working with JLL and our industry and individuals who bring fresh perspectives. All of our non-employee Directors are independent.

Our additional Corporate Officers.

Director Qualifications

Summary of Board nominee experience and skills

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

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Our 2021 Director nominees

A biography of each Director whonominee, current as of April 1, 2021, appears below. Tina Ju is a first-time nominee for electionas Director at the 20182021 Annual Meeting, we also provide below under “Three Proposals To Be Voted Upon At TheMeeting. Each of Ming Lu and Martin Nesbitt, who are current Directors, is stepping down as a Director when his term ends at the 2021 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.Meeting.

Current Board Composition and Nominees for Election

Our Board currently consists of the following 10 members:

	Hugo Bagué		Bridget Macaskill	Ann Marie Petach
	Samuel A. Di Piazza, Jr.		Martin H. Nesbitt	Shailesh Rao Age: 60 Director since 2011
	Dame DeAnne Julius		Sheila A. Penrose	Christian Ulbrich Committees: Compensation (Chair)
	Ming Lu Nominating and Governance

All ofProfessional, Leadership and Service Experience

Mr. Bagué is currently 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 aExecutive 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: 60 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 linguistics and post graduate qualifications in Human Resources and Marketing from the Universitymanufacturer of Ghent in Belgium.construction materials (2012-2018), Inteliquent, Inc., provider of voice telecommunications services (2015-2017).

	Samuel A. Di Piazza, Jr.
	Age: 70 Director since 2015
	Committees: Compensation
	Nominating and Governance

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. Professional, Leadership and Service Experience

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. Hecompany (since 2016).

Audit  Compensation  Nominating and Governance   Chair

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	Tina Ju
	Age: 55 First-time Director nominee

Professional, Leadership and Service Experience

Ms. Ju is a founding and managing partner of KPCB China and TDF Capital, and currently a managing member of the general partner of both funds. She has more than 25 years of experience in venture capital, investment banking and operations. Ms. Ju began her venture capital career in 1999. She co-founded VTDF China in 2000 and KPCB China in 2007. Earlier in her career, Ms. Ju spent 10 years in investment banking including Deutsche Bank as the head of TMT and Transport Asia, Merrill Lynch as head of Asia Technology and Corporate Finance Team, and Goldman Sachs. Ms. Ju currently serves as a director on the Chairboard of the Board of Trustees of Mayo Clinic. Hevarious private companies. She is a member of the Executive Committee

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of St. Patrick’s Cathedral in New York City 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 WorldGlobal Leadership Council for Oxford Saïd 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 PiazzaSchool. Ms. Ju received a B.S.bachelor’s degree in accountingindustrial engineering and operations research from the University of AlabamaUC Berkeley and an M.S.MBA from Harvard Business School.

Skills and Attributes

In addition to the Universityextensive experience in venture capital, investment banking and operations Ms. Ju brings to JLL, her abilities to identify, engage and support some of Houston. Mr. Di Piazza isChina's most accomplished entrepreneurs and successful enterprises will be invaluable as we continue our focus on the co-author ofBuildingfuture growth potential in Asia, and particularly China.

Other Public Trust: The Future of Corporate Reporting.Company Boards

Current: Yiren Digital Ltd., a leading fintech company in China providing consumers with both credit and wealth management solutions (since 2015).

	Bridget Macaskill
	Age: 72 Director since 2016
	Committees: Audit
	Nominating and Governance

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 DeAnneProfessional, Leadership and Service Experience

Ms. Macaskill currently serves as an independent non-executive memberChairman of Cambridge Associates LLC, a global investment firm. Until July 2019, she was the board of directors of the University College London, one of the world’s leading universities, where she also serves asNon-Executive 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. Priorprior 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, Mr. Lu is a member of the board 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, oil 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.

Bridget MacaskillMs. Macaskill, 69, has been a director since she was appointed effective July 1, 2016. She is a nominee standing for election to our Board at 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 boardsboard of Close Brothers plc, a merchant banking firm, and served on the board of Jupiter Fund Management plc., merchant banking firm Close Brothers plc.,plc until May 2020.

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 manages its exit from the University of Edinburgh and completed post graduate studies at the Edinburgh College of Commerce.European Union.

	Deborah H. McAneny
	Age: 62 Director since 2019
	Committees: Compensation
	Nominating and Governance

Martin H. NesbittMr. Nesbitt, 55, has been a Director of JLL since March 2011. He is a nominee standingProfessional, Leadership and Service Experience

Ms. McAneny served in various roles at John Hancock Financial Services for election to our Board atover 20 years, including most recently as Executive Vice President for Structured and Alternative Investments. Following that, she was the 2018 Annual Meeting. In January 2013, Mr. Nesbitt became the Co-Chief ExecutiveChief Operating Officer of The Vistria Group,Benchmark Assisted Living, LLC a private-equity investment firm. From 2000 until then, Mr. Nesbittfrom 2006 to 2009. Ms. McAneny served as President and CEO of PRG Parking Management (known as The Parking Spot), a Chicago-based owner and operator of off-airport parking facilities that he conceived and co-founded in August 2000. Prior to launching The Parking Spot, he was an officer of the Pritzker Realty Group, L.P., the real estate group for Pritzker family interests. Before that, Mr. Nesbitt was a Vice President and Investment Manager at LaSalle Partners, one of the predecessor corporations to JLL. He is a member ofon the board of directors of Norfolk Southern Corporation, oneHFF, 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 premier rail transportation companies in the United States,University of Vermont Foundation and American Airlines Group, the holding company for American Airlines. Mr. Nesbitt is also 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,formerly served as trustee 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 memberchair of the board of directorsthe 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 Pebblebrook Hotelnewly acquired HFF business.

Other Public Company Boards

Current: KKR Real Estate Finance Trust, a real estate investment trustfinance company (since 2017), RREEF Property Trust, Inc., a non-traded REIT (since 2012), First Eagle Alternative Capital BDC, Inc. (f/k/a 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 Chairman of the Board since July 2020
	Committees: Audit
	Nominating and Governance
	Compensation

Professional, Leadership and Service Experience

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

Skills and Attributes

Mr. Nesbitt has an M.B.A. fromMehta brings chief executive and senior management expertise in the University of Chicagofinancial services industry, including in banking and boththe 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 2013). Prior within last five years: Piramal Enterprises Ltd., a Bachelor’s degree and an honorary doctorate degree from Albion College, Albion, Michigan.global business conglomerate (2013-2020).

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	Jeetendra (Jeetu) I. Patel
	Age: 49 Director since 2019
	Committees: Audit Nominating and Governance

Professional, Leadership and Service Experience

Mr. Patel is Senior Vice President of Cisco Systems, Inc., where he joined in June 2020. From 2017 to 2020, he was the Chief Product Officer and Chief Strategy Officer at Box, Inc., a Directorleading enterprise cloud content management platform. From 2015 to 2017, Mr. Patel was the Chief Strategy Officer and SVP of JLL since May 2002 and has beenPlatform at Box, Inc., where he led the Chairmancreation of the Board since January 1, 2005. She isBox 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 nominee standing for election to our Board at the 2018 Annual Meeting. 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: 75 Director since 2002
	Chairman of the Board 2005 - 2020
	Committees: Nominating and Governance (Chair) 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. Ms. Penrose served as President of Corporate and Institutional Services and 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 NYSEBoard of JLL from 2005 to May 2020.

Skills and Attributes

Ms. Penrose provides 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 Services.Committee. Ms. Penrose’s role as our former Chairman also gives her additional knowledge about JLL’s services and staff that is useful to our Board’s deliberations.

Other Public Company Boards

Current: McDonald’s Corporation (since 2006).

	Ann Marie Petach
	Age: 60 Director since 2015
	Committees: Audit (Chair) Nominating and Governance

 

Ann Marie PetachProfessional, Leadership and Service Experience

Since October 2018, Ms. Petach 57, has been in a Director of JLLfull-time position as Senior Advisor to the CFO at Google, Inc., where she had been working in an advisory capacity as a fixed-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 and continues to serve as a director of BlackRock Institutional Trust Company.

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 Maps 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.engagement with shareholders.

	Christian Ulbrich
	Age: 54 Director since 2016 Committees: None

 

Current Director Standing for Re-Election Who Is Also a Corporate OfficerProfessional, Leadership and Service Experience

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.GEB. 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 15 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. Mr. Bloxam was formerlyGEB—particularly with respect to strategy, operations, the headnature of Capital Markets for JLL in EMEA from 2012. Prior to that, Mr. Bloxam served in various capacities for JLL, including Head of Pan European Capital Markets, Head of Retail

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Capital Markets Central & Eastern Europe (Austria), and Head of Retail in Hungary. Mr. Bloxam holds a BSc from the University of Exeter, a post graduate diploma from SouthBank University in Estate Management 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 managementour business and prior to that, business developmentgeographies and global commercial market strategy 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 servedclient relationships, 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 servedwell 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 andhis experience managing 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 Solutionsintegrated business in Asia Pacific. Mr. Forrest has a Bachelor’s Degree in Land Economics from the University of Western Sydneymulti-cultural environment. His previous chief executive 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 inother management 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 majorwith financial institutions for which he developedprovide important perspectives on organizational leadership and oversaw data management teams in most major markets across the Americas, Asia Pacific,on client needs and Europe/Middle East.perspectives. 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 isUlbrich’s current service on the board of trustees of the Butler University Business School. Ms. Kelly has a B.A. in Economics from Bucknell University.major German public company, Vonovia SE, contributes comparative insights on corporate governance and organization.

 

Patricia MaxsonThe Board recommends a vote Dr. Maxson, 59, has been Executive Vice President, Chief Human Resources OfficerFOR the election of JLL since March 2012. She is a membereach of our Global Executive Board. From December 2007 until she joined JLL, she servedthese nominees as Vice President, Human ResourcesDirectors.

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Shareholder recommendations

Any shareholder recommendations for Merck Research Labs at Merck & Co., Inc. From 1988individuals to 2007, Dr. Maxson held a variety of positions at Rohmbe considered as potential nominees must be in writing and Haas Co., a specialty chemical company, initially as a chemist inshould include the research organizationcandidate’s name, age, business address, principal occupation and moving into human resources in 1999. Immediately prior to joining Merck, she served as the Rohm and Haas Human Resources Directorqualifications 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 83.

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 Bylaws, which are available on the Investor Relations page of our website at www.ir.jll.com. For more information, see “What is the deadline to 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 83.

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:

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By-Laws;

our Corporate Governance Guidelines;Guidelines;

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

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

Statement of Qualificationsof for Members of the Board of Directors;

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the complaint procedure for auditing and accounting matters; and

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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,Bylaws, Corporate Governance Guidelines and Committee Charterscommittee charters accordingly. Our Code of Business Ethics applies to all employees, of the Company, including all of our executive officers as well asand Directors.

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Back to the members of our Board of Directors.Contents

Director independence

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

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

 

Board leadership structure

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.

Mr. Mehta, a non-employee Director, was elected as Chairman of the Board on June 1, 2020, succeeding Ms. Penrose, who served in the Chairman role since 2005.

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-employee Directors;

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Coordinate the activities of, and facilitate communications among, our non-employee 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 meetings and attendance

The full Board held 8 meetings during 2020. Each Director attended, in aggregate, at least 75% of all meetings of the Board and of any committee on which such Director served during the periods in which such Director served. Our non-employee Directors meet in executive session without management participation, either before or after every Board meeting. The Chairman of the Board presides over these executive sessions.

During 2020, members of the Board received frequent additional communications in between meetings from management, and met informally, on various topics relating to the COVID-19 pandemic and our response including human capital management, global operations, business continuity and our risk management.

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 2020 Annual Meeting of Shareholders. Due to the COVID-19 pandemic, all meetings in 2020, including the 2020 Annual Meeting of Shareholders, were held by videoconference.

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Board committees

The Board has established the Audit, Nominating and Governance, and Compensation Committees to assist it in discharging its responsibilities. The members and number of meetings for each of these committees in 2020 and their primary responsibilities are listed below. A complete list of the responsibilities of each committee can be found in the committee charters, which are available in the corporate governance section on the Investor Relations page of our website at www.ir.jll.com.

All members of the Audit, 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).

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 NumberofMeetingsin2020:8 96% attendance by all members *SheilaA.PenrosewasamemberoftheAuditCommitteeuntilJune2020	● 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 77. 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 Siddharth (Bobby) Mehta Sheila A. Penrose NumberofMeetingsin2020:8 97% attendance by all members	● formulate, evaluate and approve the compensation of JLL’s GEB, ● oversee all compensation programs involving the use of JLL common stock, and ● approve performance goals for our GEB incentive compensation programs and review the extent to which those performance goals have been achieved at the end of each performance period. See also the “Compensation Committee Report” on page 48. 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.

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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-employee Directors are automatically members of this committee. Ms. Penrose serves as Chair. Number of Meetings in 2020: 3 100% attendance by all members	● identify and recommend qualified candidates to be Director nominees and to fill vacancies on the Board occurring between annual meetings, ● recommend Directors to serve on each Board committee, ● 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 GEB.

The term of each of Ming Lu and Martin Nesbitt as director is expiring at the 2021 Annual Meeting and neither is standing for reelection. Accordingly, each of Mr. Lu and Mr. Nesbitt will cease to serve on the abovementioned committees upon the expiration of his term at the 2021 Annual Meeting. Tina Ju, if elected as a Director at the 2021 Annual Meeting, will join the Nominating and Governance Committee. For the balance of 2021, Ms. Ju will attend meetings of both the Audit Committee and the Compensation Committee, with the intention to determine her committee assignments going forward based on the Board’s evaluation of its needs and Ms. Ju’s skills, experiences and interests.

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

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 36.

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.

The Board’s role in human capital oversight

The Board exercises active oversight over our overall human capital management process, including diversity and inclusion, training and development, well-being and health and safety. The Board also oversees the work of its Compensation Committee in developing corporate policies and frameworks designed to attract, retain, engage, and develop a workforce that aligns with our values and organizational purpose.

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

2020 investor outreach

Our investor outreach program is a year-round process. During 2020, JLL provided institutional investors with a wide variety of opportunities to provide feedback through different channels by attending or hosting:

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More than 200 one-on-one investor meetings and calls, reaching holders of over 50% of our shares, including our five largest shareholders as of year end

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Industry Conferences

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Webcasts with leadership to provide updates on key developments including 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-leadership on 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-employee 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 GEB, selected senior leaders, and certain other designated individuals (1)members of their immediate families must pre-clear all trades in JLL stock with our General 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.Non-employee Director compensation

Relationship Between Compensation Design and Risk-Taking.We periodicallyconsider whether ourHow we determine Director 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 Compensation

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

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

●

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

●

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

●

Reflective of the demands placed on Board and Committee 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 36.) 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 program for our non-employee Directors in 2020, except for irrevocable waivers of our Chairman ofcertain compensation by the Board ourmembers in response to the COVID-19 pandemic that are described below and for reducing the annual cash retainers for the Nominating and Governance Committee meets in executive session, led by the Chairman of our Compensation Committee, without our Chairman of the Board being present.

chair and members.

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-Executivenon-employee 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-employee 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.

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We have established a “stewardship” approach Director compensation amounts for 2020

2020 compensation for our non-employee Directors consisted of three components:

AnnualCashRetainer	● Each Director — $75,000 ● Chairman of the Board — additional $140,000 Paidinequalquarterlyinstallments;inresponsetotheCOVID-19pandemic,effectiveasofthequarterlypaymentmadeApril1,2020,eachmemberoftheBoardagreedbyirrevocablewaivertoforegoreceiptof50%ofthecashretainerfeespayabletoherorhimduringtheremainderof2020.
AnnualGrantofRestrictedStockUnits	● Valued at $145,000 (in addition to retainers) Asdescribedbelow
AnnualCashRetainerforCommitteeChairorMember	● 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

As noted above, the compensationChairman of our Non-Executive Directors whereby we do not pay individual meeting fees. Accordingly,the Board receives an additional annual retainer in consideration of undertaking the responsibilities and time commitments associated with that position. To determine that compensation, the Nominating and Governance Committee previously determined that,effectivemeets in executive session, without the day afterChairman being present. In 2020, the 2016 Annual MeetingNominating and Governance Committee set the compensation for Non-Executive Directors would beChairman’s additional annual retainer as follows:$140,000 in cash. That amount was pro-rated in 2020 between Ms. Penrose and Mr. Mehta based on the months each served as Chairman in 2020.

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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.annual meeting of shareholders. 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-employee 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 determines based on factors including the circumstances for the non-employee Director’s leaving the Board including, but not limited to, conflict of $10,000;

Eachmemberinterest, timing of exit and tenure, attendance, and performance and contribution to 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.

Board.

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

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

We also permit our Non-ExecutiveNon-employee Directors who are subject to United StatesU.S. income tax toalso may participate in the Deferred Compensation Plan 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 unit grants upon vesting. Elections are made on an annual basis and in compliance with Section 409A of the Code.

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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 retainercompensation 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 Compensation for 2017

2020

The following table provides information about the compensation we paid to our current Non-Executive Directors in respect offor their services during 2017:2020. Mr. Mehta succeeded Ms. Penrose as Chairman of the Board on June 1, 2020. Mr. Ulbrich does not receive compensation for his service on the Board.

Name		Fees Earned or Paid in Cash(1)				Stock Awards(2)				Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non-Qualified Deferred Compensation Earnings		All Other Compensation(3)				Total
Hugo Bagué			—			$	235,000			—		—		—		$	5,181			$	240,181
Samuel A. Di Piazza Jr.			—			$	235,000			—		—		—		$	2,335			$	237,335
Dame DeAnne Julius		$	90,000			$	145,000			—		—		—		$	1,317			$	236,317
Ming Lu		$	105,000			$	145,000			—		—		—		$	1,317			$	251,317
Bridget A. Macaskill		$	90,000			$	145,000			—		—		—		$	1,089			$	236,089
Martin H. Nesbitt		$	90,000			$	145,000			—		—		—		$	1,317			$	236,317
Sheila A. Penrose		$	245,000			$	145,000			—		—		—		$	19,884			$	409,884
Ann Marie Petach		$	105,000			$	145,000			—		—		—		$	1,143			$	251,143
Shailesh Rao		$	90,000			$	145,000			—		—		—		$	1,317			$	226,317

Name		Fees Earned or Paid in Cash(1)	Stock Awards(2)		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation(3)		Total
Hugo Bagué		$76,875	$145,000		—		—		—		$1,504		$223,379
Matthew Carter, Jr.		$61,875	$145,000		—		—		—		$476		$207,351
Samuel A. Di Piazza, Jr.		$61,875	$145,000		—		—		—		$1,504		$208,379
Ming Lu		$63,696	$145,000		—		—		—		$1,258		$209,954
Bridget A. Macaskill		$61,875	$145,000		—		—		—		$1,504		$208,379
Deborah H. McAneny		$61,875	$145,000		—		—		—		$0		$206,875
Siddharth (Bobby) Mehta		$112,708	$145,000		—		—		—		$0		$257,708
Martin H. Nesbitt		$61,875	$145,000		—		—		—		$1,504		$208,379
Jeetendra (Jeetu) I. Patel		$61,875	$145,000		—		—		—		$245		$208,379
Sheila A. Penrose		$113,541	$145,000		—		—		—		$1,504		$260,045
Ann Marie Petach		$76,875	$145,000		—		—		—		$1,504		$223,379

(1)

The amounts in this column reflect the aggregate cash fees that each Director earned during 2017 in respect of2020 as his or her retainer for Board membership and all ChairmanChair and Committee retainers, to the extent applicable. We do not pay fees for attendance at individual meetings. If a DirectorEach of Messrs. Bagué and Di Piazza elected to receive a portionthe amount of his or her cash retainer payments in deferred shares instead, those amounts are reflected underinstead. As part of a series of measures taken by JLL in response to extraordinary business challenges brought on by the “Stock Awards” column.COVID-19 pandemic, effective as of the quarterly payment made April 1, 2020, each member of the Board agreed by irrevocable waiver to forego receipt of 50% of the cash retainer fees payable to her or him during the remainder of 2020. Effective January 1, 2021, the waivers expired, and the cash retainer in effect prior to the reduction was reinstated.

(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.

Director. The amounts we report in this column reflect the grant date fair values of the stock awards we made to our Non-Executivenon-employee Directors during 2017.2020 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The aggregate number of stock awards outstanding at December 31, 2020 held by non-employee Directors consisted of the following restricted stock units: Mr. Bagué - 2,483; Mr. Carter – 2,308; Mr. Di Piazza – 2,483; Mr. Lu – 2,483; Ms. Macaskill – 2,483; Ms. McAneny – 1,952; Mr. Mehta – 1,952; Mr. Nesbitt – 2,483; Mr. Patel – 2,040; Ms. Penrose – 2,483; and Ms. Petach – 2,483.

(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 retainers, 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-ExecutiveNon-employee Director Stock Ownership

Non-Executive Directors are subject to a stock ownership guideline whereby we expect that, at a minimum,

To align the interests of our Board members with the interests of our shareholders, our Board has adopted stock ownership requirements for non-employee 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 whichshares that a Director has elected to take or defer in lieu of cash retainer compensation orand shares that a Director has deferred under any deferred compensation plan, count toward this requirement. As of April 1, 2021, each of the indicated minimum number of shares and dollar value. Each of our Non-Executivenon-employee Directors who has served on the Board for threefour years or more currently exceeds the minimum stock ownership guideline.requirement. Each of Ming Lu and Martin Nesbitt is stepping down as a Director when his term ends at the 2021 Annual Meeting. . Each of Ming Lu and Martin Nesbitt is stepping down as a Director when his term ends at the 2021 Annual Meeting. Tina Ju is a first-time nominee as Director at the 2021 Annual Meeting and as of April 1, 2021 owns no shares of our common stock.

 

As of March 15, 2018,April 1, 2021, when the price per share of our Common Stockcommon stock at the close of trading on the NYSE was $172.65,$184.52, our Non-Executivecurrent non-employee Directors had the following ownership interests in sharesinterests:

Name	Shares Directly Owned (#)(1)	Restricted Stock Units (#)	Total (#)		Value at April 1, 2021
Hugo Bagué	17,183	2,483	19,666			$3,628,770
Matthew Carter, Jr.	840	2,308	3,148			$580,869
Samuel A. Di Piazza, Jr.	10,199	2,483	12,682			$2,340,083
Ming Lu	13,481	2,483	15,964			$2,945,677
Bridget Macaskill	3,755	2,483	6,238			$1,151,036
Deborah H. McAneny	10,471	1,952	12,423			$2,292,291
Siddharth (Bobby) Mehta	483	1,952	2,435			$449,306
Martin H. Nesbitt	3,245	2,483	5,728			$1,056,930
Jeetendra (Jeetu) I. Patel	571	2,040	2,611			$481,782
Sheila A. Penrose	50,605	2,483	53,088			$9,795,798
Ann Marie Petach	4,178	2,483	6,661			$1,229,088

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Executive officers

We would like to introduce JLL’s current executive officers. These individuals were appointed by, and serve at the discretion of, our Common Stock:

Name		Shares Directly Owned (#)(1)		Restricted Stock Units (#)		Stock Options (#)		Total (#)		Value at 3/15/18
Hugo Bagué		15,297		2,196		0		17,493		$	3,020,166
Samuel A. Di Piazza, Jr.		5,162		2,196		0		7,358		$	1,270,359
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
Bridget Macaskill		756		1,985		0		2,741		$	473,234
Martin H. Nesbitt		35		2,196		0		2,231		$	385,182
Sheila A. Penrose(2)		66,766		2,196		0		68,962		$	11,906,289

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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.

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

We strongly encourage each member 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, careGEB, is included above under “Our 2021 Director nominees” at page 15.

  MaryE.Bilbrey, 57, has been our 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 our Corporate Secretary at the addressHuman Resources, HSBC USA, from 2012 to 2016. Prior to that and since 1986, she served in various positions of our principal executive office,increasing responsibility for HSBC and our Corporate Secretary will forward it unopened to the intended recipient(s)Household International (which was acquired by HSBC in 2003).

 

Corporate Sustainability

Our vision is to make  RichardW.Bloxam, 49, has been our Chief Executive Officer, Capital Markets since 2016, and he has additional oversight for Valuations and Research. Mr. Bloxam was formerly the head of Capital Markets for JLL a world-leading, sustainable professional services firm by creating spaces, buildings,in EMEA for four years, 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 waysbefore that he served in various positions of partnering with others to help achieve our shared ambitionsincreasing responsibility for a sustainable future.

From serving our clients and engaging our people, to respecting natural resourcesJLL’s Capital Markets business 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 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.EMEA.

 

Our Global Sustainability Report  KarenBrennan, 43, has been our Chief Financial Officer since July 2020. Previously, Ms. Brennan has spent more than 20 years with LaSalle, most recently as Chief Executive Officer of LaSalle’s operations in Europe, and prior to that primarily she held positions of increasing responsibility in real estate management in the United States, Singapore, and Hong Kong.

  YishaiLerner, 46, 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, along with Mr. Shah, co-founded Mob.ly, which built several category-leading location-based mobile applications, where he was CTO until Mob.ly was sold to Groupon in 2010. At Groupon, where he stayed until 2013, Mr. Lerner became acting global engineering SVP and CTO. Previously, he was also the first employee at numerous mobile startups after an early career building artificial intelligence for video games at Activision Studios. Mr. Lerner has angel invested and advised many startups including Uber and Boom Supersonic since 2009.

  NeilMurray, 46, 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 guidanceChief Executive Officer for our reportingCorporate 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 standards established byUK and Ireland for Sodexo, Inc., where he served in various positions of increasing responsibility from 2009.

  GregoryP.O’Brien, 59, assumed responsibility as Chief Executive Officer, Markets in January 2021. Prior to that and since 2014, he was the Chief Executive Officer for our Americas business segment. 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.

  MihirShah, 46, 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, along with Mr. Lerner, co-founded Mob.ly, which built several category-leading location-based mobile applications, where he was CEO until Mob.ly was sold to Groupon in 2010. Mr. Shah was a senior executive at Groupon, where he stayed until 2014. Previously, he was also a product leader at Yahoo!, as well as an early employee at several startups. Mr. Shah has angel invested and advised many startups including Uber and Boom Supersonic since 2009.

LouisF.Bowers, 38, 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.

MarkGabbay, 54, was named Chief Executive Officer of LaSalle Investment Management, JLL’s investment management business segment, as of January, 1, 2021. From 2015 through 2020, he was the CEO and chief investment officer for LaSalle Asia Pacific. Mr. Gabbay joined LaSalle in 2010 as chief investment officer for Asia Pacific. His previous experience includes heading up the asset finance division at Nomura, and working on the leadership team of the Asia Pacific global real estate group at Lehman Brothers.

AlanK.Tse, 49, has been our 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.

   — Current Members of the Global Reporting Initiative, and the International Integrated Reporting Council, among others.Executive Board

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Executive
Compensation

EXECUTIVE COMPENSATION Proposal 2 - Advisory approval of executive compensation

32

Compensation discussion and analysis

32

Executive summary

33

How we make compensation decisions

36

Competitive assessment

37

2020 base salary decisions

38

2020 Annual Incentive Plan

39

2020 GEB Long-Term Incentive Plan

43

Severance arrangements for NEOs

46

Additional information

47

Compensation Committee report

49

Executive compensation tables

50

2020 Summary Compensation Table

50

Grants of plan-based awards for 2020

52

2020 outstanding equity awards at fiscal year-end

53

Option exercises and stock vested during 2020

54

Retirement benefits

54

Nonqualified deferred compensation

54

Termination and change in control payments

55

Chief Executive Officer pay ratio disclosure

60

Proposal 3 – Approval of the Amended and Restated 2019 Stock Award and Incentive Plan

61

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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 2020, as described in this Executive Compensation Discussion and Analysissection.

ThisAs 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 2021 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 relating to our executive compensation as we move forward.

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

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 six executives listed below (our NamedExecutive Officer and President, (2) our Chief Financial Officer, and (3) our next three most highly compensated Executive Officers. TheseOfficers, or NEOs). 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 2020.

Name	Title
Christian Ulbrich	Chief Executive Officer and President
Christie B. Kelly Karen Brennan(1)	Chief Financial Officer
Richard Bloxam	Global Chief Executive Officer, Capital Markets
Jeff A. Jacobson(2)	Chief Executive Officer, LaSalle Investment Management
Gregory P. O’Brien Yishai Lerner	Co-CEO, JLL Technologies
Mihir Shah	Co-CEO, JLL Technologies
Stephanie Plaines(3)	Former Chief Financial Officer

(1)	Ms. Brennan was named Chief Financial Officer and became a member of the GEB effective July 15, 2020.
(2)	Mr. Jacobson stepped down as Chief Executive Officer Americasof LaSalle Investment Management (LaSalle) and as a member of the GEB effective December 31, 2020 but will continue as LaSalle Chairman through at least June 2021.

Our Executive Compensation disclosure is organized into four core sections:

Compensation Discussion and Analysis

(3)

—

Executive SummaryMs. Plaines stepped down as Chief Financial Officer and a member of the GEB effective July 15, 2020.

 

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—

Compensation Committee Report

Executive Compensation Tables

Pay Ratio Disclosure

Additional Information

summary

Executive Summary

Pay for Performance AnalysisPrinciples of our executive compensation program

 

Compensationalignswithshareholders’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.

Thereisastronglinkbetweenpayandperformance.
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 allocate compensation to fixed and variable pay with an 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 Paywe align pay with Company Performance

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

2017 PerformanceWe have three elements of total direct compensation: base salary, annual incentive plan (AIP), and long-term incentive plan (LTIP). We design our compensation program to provide balanced incentives for the NEOs to drive both annual and long-term performance. As illustrated in the charts below, in 2020, based on target performance, 93% of the total direct compensation was performance-based for the Chief Executive Officer and 91% of the total direct compensation (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 GEB will also be 40% AIP and 60% LTIP based on the following glide path: 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(1)   Mr. Jacobson is excluded because he participated in a plan during 2020 that was not available to 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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GEB members.

 

EachThe above graphic reflects the 2020 temporary salary waivers by the CEO and other NEOs agreed to in response to the COVID-19 pandemic that are described below under “Executive Compensation – 2020 base salary decisions”.

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Pay and performance relationship

The following graph illustrates four 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 Alignment

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

(1)

NEO compensation represents total revenuedirect compensation (base salary, AIP and LTIP) 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 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 sales in the U.K., Germany, and Switzerland. Revenue growth in the region was led by contributions from Integral in the U.K.five NEOs, selected 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 to 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 billiondescribed below, as of December 31 2017, a decrease of 3%each year. Due to the change in U.S. Dollars (5 percentthe LTIP structure 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 dispositions2018, the compensation for 2020, 2019 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 2017,2018 includes 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 qualityfair market value at grant of the services it providesLTIP, although actual performance will be measured in 2023, 2022 and 2021, respectively. For the years in which we reported more than five NEOs, this calculation only includes five NEOs and excludes 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 the CEO and CFO) with the lowest summary compensation table total compensation.

Most directly comparable GAAP measures

JLL reports its financial results in accordance with accounting principles generally accepted in the U.S. (GAAP). Adjusted diluted earnings per share and Adjusted net income as presented are non-GAAP financial measures.

●	With respect to Adjusted diluted earnings per share, Diluted earnings per share below is the most directly comparable measure calculated and presented in accordance with GAAP

●	With respect to Adjusted net income, Net incomeattributable to common shareholders below is the most directly comparable measure calculated and presented in accordance with GAAP

	2017	2018	2019	2020	3-year growth
Diluted earnings per share	$6.03	$10.54	$10.87	$7.70	28%
Net income attributable to common shareholders	$276.0M	$484.1M	$534.4M	$402.5M	46%

See Annex A 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 principles in the United States.

GAAP.

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The following table illustrates the three-year relationship between Company performance and the compensation of our Named Executive Officers. The overall growth of the business as represented by U.S. GAAP Basic EPS and Adjusted Net Income was in-line with the growth of the compensation of our Named Executive Officers. We selected Earnings Per Share and Adjusted Net Income because of their high correlation with creatingTotal 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.

(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 Companyreturn (TSR) 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

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, 2012.2015.

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 IncentivesSummary 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.

Under

	What we do			What we don't do
		Pay for performance			No personal perquisites of any significance
		Build in flexibility to address the financial results of an inherently cyclical business			No contractual arrangements that provide for single-trigger change of control benefits or golden parachutes
		Maintain a balanced mix of short-and long-term focused compensation
					No excise tax gross-ups upon change in control
		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

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 Annual Incentive Plan,proxy statement for our annual meeting of shareholders held in 2018. Throughout 2018, 2019 and 2020, the core structure and elements of this program were also topics discussed as part of our regular ongoing investor engagement process, where we awarded $17.2 millionreceived overall positive feedback. Further discussion of our executive compensation program was included in totalour proxy statements for our annual meetings of shareholders held in 2019 and 2020. Other than those specific steps we have taken in response to 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

•

Under the GEB Long-Term Incentive Plan(GEB LTIP), we awarded $6.7 million in total 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 (LaSalle LTIP).

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Say-on-Pay and Shareholder Engagement

COVID-19 pandemic, which are discussed as applicable in this CD&A, our executive compensation program remained consistent in structure in 2020.

At our 2017 annual meeting 56% of sharesshareholders held in 2020, approximately 88% of the votes cast votedwere 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 shareholdersprogram. The Compensation Committee evaluated this most recent say-on-pay result in the prior year (94.3% of votes cast) and in the years before that.evaluating our executive compensation program. The 2017 results occurred even thoughCompensation Committee also assessed the design

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interaction of our incentivecompensation programs remained consistent year-over-year.

Based on the vote results, we conducted extensive engagement with our shareholders to understand their concerns. Beginning shortly afterbusiness objectives, reviewed peer data and received input from Exequity LLP, the 2017 vote, management solicited 23 outCompensation Committee’s independent compensation consultant, as well as from a number of our largest 25 shareholders (representing 60%shareholders.

Taking each of our outstanding shares) and ultimately engagedthese factors into account 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 ofrespect to NEO compensation, the Compensation Committee and representatives from JLL Human Resources, Investor Relations, and Legal Services.

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 responsesdetermined to the concerns raised. Duemake several changes 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.and policies for 2021 and beyond. We have summarized these changes below under “Changes for 2021 – Program Changes.”

 

SinceHow 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.make compensation decisions

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.GEB 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;

●

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 to which they have been achievedat the end of each applicable period.

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 “2020 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:

●

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

●

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;

●

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

●

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 2020, 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 2020, the Committee.

TheCompensation Committee has requested Exequity to:

●

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

●

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

●

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

●

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

●

Undertakespecial 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 other advice asrisks. 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 Chairman of the Committee may request.mechanisms we use to manage risk incentives under our Annual Incentive Plan and Long-Term Incentive Plan.

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Risk Mitigation Factors

 

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 2020 analysis, the Market ReferencesCompensation Committee added Cushman & Wakefield plc, a direct competitor in Real Estate and aligned to our peer group determination methodology, and removed Forest City Enterprises, Inc. and General Growth Properties, Inc. from our Real Estate peer group and Convergys Corporation and Dun & Bradstreet Corporation from our Business Services peer group, as each of those companies was acquired and was no longer a public company when we used for 2017:made our assessments. Our peer groups have otherwise remained the same since 2017, and our current peer groups are shown below.

 

 

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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 2019 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 2020 compensation. The table shows both 2019 and 2020 results for JLL.

Median data for market reference (in millions)	Real Estate	Business Services	JLL 2019	JLL 2020
Fee Revenue	$3,146	$9,129	$7,139	$6,130
Market Capitalization	$12,744	$7,202	$8,974	$7,583

The Real Estate peer group median fee revenue is low compared to the Business Services peer group and to JLL because there are 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 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 20172019 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 theremaining two roles (Chief Executive Officer Co-CEOs of the Americas and Global Chief Executive Officer, Capital Markets),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, 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 accountof the Co-CEOs of JLL Technologies on relative size, profit contributions, and comparative performance of their respective business segments.JLL Technologies. 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)2020 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. Base salaries are planned in U.S. dollars but delivered in local currency.

Name	2020 Base Salary	2019 Base Salary
Christian Ulbrich	$585,421	$1,000,000
Karen Brennan(1)	$331,923	N/A
Jeff A. Jacobson	$314,423	$500,000
Yishai Lerner	$314,423	$500,000
Mihir Shah	$314,423	$500,000
Stephanie Plaines	$390,384	$500,000

(1)

Ms. Brennan’s 2020 base salary was increased from $400,000 (as Chief Executive Officer of LaSalle Europe) to $500,000 when she became Chief Financial Officer and joined the GEB on July 15, 2020 (subject to the temporary salary reduction waiver described below). Prior to that time she was not an NEO.

 

DeterminationEffective April 1, 2020, in conjunction with a series of 2017 Base Salariesmeasures JLL took in 2020 in response to extraordinary business challenges brought on by the COVID-19 pandemic, Christian Ulbrich, our Chief Executive Officer and President, and the entire GEB executed salary reduction agreements irrevocably waiving 50% of their annual base salary for the remainder of 2020 (including Ms. Brennan when she became Chief Financial Officer and joined the GEB on July 15, 2020). The temporary salary waivers are reflected above and in the 2020 Summary Compensation Table below. Effective January 1, 2021, the waivers expired, and the current base salary that was in effect prior to the reduction was reinstated for each of those persons (other than Ms. Plaines who left JLL in November 2020 and Mr. Jacobson who stepped down as LaSalle Chief Executive Officer as of December 31, 2020).

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We did not increase base salaries of any of our Named Executive Officers. 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.

2020 Annual Incentive Plan

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

The Annual Incentive Plan which runs through 2017 is funded byCompensation 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 at the Company’s performance as determined by a variationenterprise level, with payouts historically ranging from 0 to 150% 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.

target.

After the initial funding is established,Compensation Committee certifies financial performance against targets, the annual incentive is thenresulting awards are adjusted by a Leadership Multiplier (described below) ranging between 80% and 120%. Final AIP awards are delivered in cash. For information regarding the treatment of the AIP award for Ms. Plaines in connection with her departure from JLL, see “NEO Separation Agreements” below.

Changes to the composition of the AIP Plan in 2020 due to the COVID-19 pandemic

In April 2020, as part of a series of measures taken by JLL in response to extraordinary business challenges brought on by the COVID-19 pandemic and the global responses to the pandemic, the Compensation Committee revised several design components of the AIP Plan for 2020, including:

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Performance achievement levels were set for 2020 based on two elements: (1) TheMyPerformance rating for each JLL executive;a target performance, a threshold performance at 50% of target (compared to 70% in the prior year), and (2)Financial Score: for global JLL executives, one hundred percenta maximum performance at 120% of target (compared to 130% in the prior year). At that time, while the existence of the COVID-19 pandemic was known, the anticipated financial score is determined by "impact was not known. As a result, goals were set at a level that the Compensation Committee felt were challenging and appropriate at the time the goals were set.

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Because of the reduced performance required to achieve target, payout levels for 2020 maximum performance were set at 120% of target (reduced from 150% in the prior year), while payout levels for 2020 threshold performance were set at 50% of target and payout levels for 2020 target performance were set at 100%, each unchanged from the prior year.

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Bonuses for all NEOs in 2020 were aligned 100% to AIP Adjusted EBITDA" results, which are identical (compared to the prior year where the bonuses of certain business unit leaders were based on a mix of 67% AIP Adjusted EBITDA results. For each ofand 33% specific measures determined with respect to the relevant business units). The Compensation Committee felt that overall corporate performance was most critical and therefore removed any business unit metrics that typically were applied. The Compensation Committee also felt that the Leadership Multiplier could be used to differentiate performance at the business unit leaders, two-thirdslevel.

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The Compensation Committee reserved the right to adjust bonuses downward at its discretion.

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Due to management’s strong performance in 2020 despite the impact of the financial score is based onCOVID-19 pandemic, the AIP Adjusted EBITDA results and one-thirdMeasure would have achieved funding of 120% of target based on maximum performance. However, the operating incomeCompensation Committee exercised its discretion to reduce the AIP payout percentage earned in 2020 to 100% 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.

Proxy Statement

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target.

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Back to Contents

Determination of 2017 Annual Incentives

TheAIP Adjusted EBITDA results produced funding of 108% of the budget. The 2017 global and business unit financial performance that drove theFinancial Scores of our respective Named Executive Officers and the funding is shown in the table below.Measure for 2020

What is it? Who does it apply to? Why do we use it? (1) To determine compensation of Named Executive Officers, the Committee utilizes a variation of disclosed adjusted EBITDA, which we refer to as 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 have only included fair value adjustments to earn-out liabilities from acquisitions). For 2020, AIP Adjusted EBITDA Measure represents 100% of the financial performance basis of the AIP awards made to our NEOs. We use AIP Adjusted EBITDA to tie the compensation of our NEOs in the short term for the annual cash variable compensation program to our global corporate performance. * AIP Adjusted EBITDA Measure as presented is a non-GAAP financial measure 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. For the AIP Adjusted EBITDA Measure, the Compensation Committee set a performance target, a threshold performance at 50% of target, and a maximum performance at 120% of target. (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 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 120% 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. For 2020, the Compensation Committee determined to cap the AIP payout percentage earned at 100%, without regard to the actual performance percentage earned of 231% (which would have resulted in a payout of 120% of target), given the extraordinary business climate created by the COVID-19 pandemic and the global responses to the pandemic. The Leadership Multiplier The criteria used to determine the Leadership Multiplier are: ● MyPerformance objectives; ● leadership behaviors; ● unforeseen significant market events; ● M&A or divestiture activity; and ● performance not captured by the financial metrics. MyPerformance is the performance management system we implemented in 2018. Using these criteria, the Compensation Committee determines the Leadership Multiplier for the Chief Executive Officer. The Compensation Committee considers the assessment and recommendation of the Chief Executive Officer when determining the Leadership Multiplier for the other NEOs. The Leadership Multiplier can vary from 80% to 120% and may be different from NEO to NEO. jll.com   |  2021 Proxy Statement    40 Back to Contents The Leadership Multiplier for each NEO was determined based on the following considerations: Executive(1) Leadership Multiplier(2) Rationale Christian Ulbrich 90% Led through the pandemic with a focus on clients, employees, and financial health of the organization. Accelerated the deployment of technology, continued integration of HFF, Inc. (the business we acquired in mid-2019), advanced organizational and leadership changes for a more globally aligned structure. Karen Brennan 85% Achieved significant improvements in collections which led to a record free cash flow. Further notable improvements in expense management, liquidity management and forecasting. Appointed to CFO position in July 2020. Jeff A. Jacobson 80% Steered LaSalle confidently through the challenges of the pandemic. Good progress on organizational changes and talent development. Significant decreased financial results due to lower transactions and incentive fees. Transitioned to Chairman of LaSalle in January 2021. Yishai Lerner 100% Established JLL technology product strategy, rapid deployment of technology platforms in pandemic, progressed on streamlining and automating processes across the organization, continued success at attracting strong technology talent. Mihir Shah 100% Established JLL technology product strategy, hired Core and Revenue Product Leaders, progressed on streamlining and automating processes across the organization, continued success at attracting strong technology talent. (1) No Leadership Multiplier was determined for Stephanie Plaines, who stepped down as Chief Financial Officer effective as of July 15, 2020. For information regarding the treatment of the AIP award for Ms. Plaines in connection with her departure from JLL, see “NEO Separation Agreements” below. (2) Differs fromAs part of the response to extraordinary business challenges brought on by the COVID-19 pandemic, the Compensation Committee reduced the Leadership Multiplier for our NEOs other business unit operating income disclosures by excluding certain platformthan Messrs. Lerner and other cost allocations. (3) LaSalle target setting is unpredictable dueShah as compared to the cyclical nature of incentive fees; includes incentive fees, but excludes LaSalle equity earnings.prior year.   When determining  |  2021 Proxy Statement    41 Back to Contents Determination of 2020 AIP awards The Compensation Committee set theMyPerformance rating AIP target bonus amounts for each of our Named Executive Officers,NEOs shown in the Committee looks at progresstable below through the process described previously. Based on the financial performance results and delivery on criticalthe Leadership Multipliers, the following annual goals. Highlights from 2018 performance include:bonuses were earned in 2020: Christian Ulbrich Executive (A) Bonus Target (B) AIP Adjusted EBITDA Measure Payout Percentage (C) Calculated Performance Basis of Award (D) Leadership Multiplier Final Cash AIP Award (A)x(B)x(D) Christian Ulbrich $3,000,000 100% $3,000,000 90% $2,700,000 Karen Brennan(1)(2) $900,000 100% $450,000 85% $682,500 Jeff A. Jacobson $2,000,000 100% $2,000,000 80% $1,600,000 Yishai Lerner $2,250,000 100% $2,250,000 100% $2,250,000 Mihir Shah $2,250,000 100% $2,250,000 100% $2,250,000 Stephanie Plaines(3) $1,000,000 N/A N/A N/A N/A (1) •Ms. Brennan was named Chief Financial Officer and became a member of the GEB effective July 15, 2020. (2) Beyond strategy successfully launched, includingMs. Brennan’s AIP target bonus was $450,000 prorated based on her being named Chief Financial Officer and a member of GEB in July 2020. Her final cash award also includes $300,000 for her time at LaSalle prior to Company’s senior leadershipbeing named Chief Financial Officer and at inaugural Investor Day.a member of GEB. (3) Ms. Plaines received a payout equal to her annual target bonus prorated through her separation date as part of the severance amounts paid to her in connection with her separation from JLL. These amounts are included below in the Summary Compensation Table under the column “All Other Compensation.” For information regarding the treatment of the AIP award for Ms. Plaines in connection with her departure from JLL, see “NEO Separation Agreements” below.   Leadership in client centricity strategy, with program in place for initial group of top clients. Progress on various initiatives to improve productivity and margins. Driving business toward development of technologies to be provided as services to clients, including roll-out of JLL Spark and closing of initial investments. Progress on major investment of technology platforms including an integrated client relationship management system, and new enterprise-wide financial and HR systems. Proxy Statement Page | 37 Christie B. Kelly 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 returns 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 Named Executive Officer. The Committee approved the following Annual Incentive payouts for 2017 based on the MyPerformance rating and Financial Score of each of our Named Executive Officers. (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. Proxy Statement Page | 38 We provide additional information about the cash payments under the Annual Incentive PlanAIP to our Named Executive OfficersNEOs below in the Summary Compensation Table. We report the performance-based annual incentives awarded in cash in the2020 Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.” jll.com   |  2021 Proxy Statement    42 Back to Contents 2020 GEB Long-Term Incentive Plan JLL has a long-term incentive plan specifically for members of our GEB (the GEB LTIP). The GEB LTIP operated overis designed to align executives’ interests with the three-year period from 2015 through 2017.We established goalsinterests of our shareholders, align executives’ compensation with JLL’s enterprise performance, and reward performance against JLL’s long-term strategic goals. The GEB LTIP provides for annual awards of performance share units (PSUs) that cliff vest at the end of three years 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 What is It? When is it assessed? Why do we use it? U.S. GAAP Diluted EPS U.S. GAAP Diluted EPS is a measure of JLL’s GAAP profit allocated to each outstanding share of stock, including the dilutive impact of our common stock equivalents. U.S. GAAP Diluted EPS is calculated as (i) net income attributable to common shareholders (ii) divided by the weighted average number of common shares outstanding inclusive of the dilutive impact of our common stock equivalents. As part of a series of measures taken by JLL in response to extraordinary business challenges brought on by the COVID-19 pandemic, the Compensation Committee approved of a one-year EPS target for 2020 for the 2020 PSUs.   Subsequently, at the March 17, 2021 Compensation Committee meeting, the Compensation Committee approved a two-year EPS target for the two remaining years of the 2020 PSUs (2021 and 2022). Total performance for the U.S. GAAP Diluted EPS portion of the 2020 PSUs will be based on Company Performance relative how we do relative to the one-year target for 2020 (1/3 weighting) and relative to the two-year target for 2021-2022 (2/3 weighting) Aligns compensation to a key indicator of JLL’s performance and returns on shareholder equity Aligns compensation to a key indicator of JLL’s performance and returns on shareholder equity BeyondGoals (1) Goals seeking to drive achievement of JLL’s long-term strategic priorities. To determine compensation At three years, or after three years for cumulative performance, as applicable Rewards achievement of Named Executive Officers, the Committee utilizes a variation of disclosed adjusted EBITDA, which we refer to as LTIP Adjustedlong-term business/strategic priorities Proxy Statement Page | 39 EBITDA, excludes (i) net non-cash MSRs and mortgage banking derivative activity, (ii) certain restructuring and acquisition charges, and (iii) LaSalle incentive fees and equity earnings. (2) 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   |  2021 Proxy Statement    43 (3) Discussed below in “Progress Against 2020 Long-Term Objectives.” Back to Contents The following seven Beyond goals, originating from our strategy, fall within our Growth, Clients and People pillars. The goals are scored individually and weighted equally. The following graphic summarizes the Beyond goals for the 2020-2022 performance period. Three-Year Beyond Goals 2020-2022   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 Beyond goals 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 for TSR (as a % of target)* 30th 50% 60th 100% 90th 150% * straight-line interpolation for results between goals. GEB LTIP is funded from Adjusted EBITDA performance. We first establish funding2018-2020 PSU award results In May 2018, the Compensation Committee established the following metrics, targets and weights 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 awards2018-2020 PSUs issued under the GEB LTIP. On February 24, 2021 the Compensation Committee determined that the Company met or exceeded the threshold as shown below for the three-year performance period ended December 31, 2020, with a total percentage payout of 85.2% of target, and the shares deliverable under the 2018-2020 PSUs vested as of March 12, 2021.   Metric Criteria Weight 2018-2020 Actual Achievement Metric Payout of Target   Weighted Payout Threshold Target Maximum U.S. GAAP Diluted EPS $22.02 per share $31.46 per share $40.90 per share 50% $29.11 88%   44.0% Beyond Goals 70% achievement 100% achievement 130% achievement 40% Varied 90% (1) 36.0% Relative TSR 30th percentile 60th percentile 90th percentile 10% 31st percentile 52%   5.2% Aggregate Weighted Payout:       85.2% (1) Average of individual Beyond goal payouts. jll.com   |  2021 Proxy Statement    44 Back to Contents The amounts earned by Messrs. Ulbrich and Jacobson are reflected in the table below and were delivered in the first quarter of 2021. None of Ms. Brennan, Messrs. Lerner and Shah, and Ms. Plaines received 2018-2020 PSUs. As applicable, these amounts will be reported in the proxy statement for our 2022 annual meeting of shareholders.   2018-2020 PSUs Awarded Performance Payout Shares Vesting Christian Ulbrich 26,384 85.2% 22,479 Jeff A. Jacobson 4,690 85.2% 3,996 Determination of 2020 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 8, 2020 (to Ms. Plaines and maximum levels for each performance goal ofMessrs. Ulbrich, Jacobson, Lerner, and Shah) and July 15, 2020 (to Ms. Brennan) under the 2020 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 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 Against 2020 Long-Term Objectives.” Determination of 2017 Long-Term Incentives: GEB LTIP 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   U.S. GAAP Diluted EPS (50% weighting) (#) Beyond Goals (40% weighting) (#) Relative TSR (10% weighting) (#) Total PSUs Granted (#) Value(1) Christian Ulbrich 22,644 18,131 4,533 45,328 $4,906,575 Karen Brennan 3,191 2,553 638 6,382 $654,761 Jeff A. Jacobson 4,359 3,487 872 8,717 $943,580 Yishai Lerner 9,807 7,845 1,961 19,613 $2,123,029 Mihir Shah 9,807 7,845 1,961 19,613 $2,123,029 Stephanie Plaines 6,538 5,230 1,308 13,075 $1,415,316 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 underwe report in this column reflect the GEB LTIP are 150%grant date fair values 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 LTIPPSU awards to our Named Executive OfficersNEOs computed in accordance with the SummaryFinancial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation Table. In addition— Stock Compensation. See footnote 2 to the GEB LTIP, Mr. Jacobson received an awardConsolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of $694,000 under the LaSalle LTIP.relevant assumptions used in calculating this amount.   |  2021 Proxy Statement    45 Proxy Statement Page | 41 Back to Contents Restricted stock units As part of her 2020 Employment Agreement, we made a grant of restricted stock units (RSUs) under our existing Stock Award and Incentive Plans to Ms. Brennan. The aggregate awardgrant date, vesting schedule, and other information about this RSU grant can be found in footnote 3 to the above“Grants of plan-based awards for 2020” table of $6,710 is composed of the following amounts for each performance measure:on page 52. The LaSalle LTIP Since he is the Chief Executive Officer of LaSalle,Jeff A. Jacobson, who is oneas CEO of our Named Executive Officers,LaSalle in 2020, 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 tranchesRSUs that vest annually in equal installments over fourthree years. The LaSalle LTIP isfunded each calendar year by the sum of 15%10% of the gross incentive fees earned by LaSalle plus 5%Investment Management and 10% of LaSalle’sthe global pre-bonus EBITDA (net of incentive fees), both from of that business. A total of 200 points (each a “point”) are available each year for distribution under the prior year. The resulting pool, as funded byLaSalle LTIP. Each point will represent 1/200th (.50%) of the global pre-bonus EBITDA, will be reduced to the extent necessary to ensure that the ratio of LaSalle’s total compensation to total revenue does not exceed 60% for any given year. This ratio will be calculated using the grossAnnual Pool. Each participating 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 previouslyexecutive is granted a fixed number of participant points, againstwhich represent points he or she is entitled to receive on an annual basis and variable points (which are awarded in the pool. discretion of the Compensation Committee based on the recommendation of management). We provide information below in the 2020 Summary Compensation Table informationand in footnote 3 to the “Grants of plan-based awards for 2020” table on page 52 about the specific awards we made to Mr. Jacobson under the LaSalle LTIP. Additional Compensation Elements United States Savings Mr. Jacobson stepped down as Chief Executive Officer of LaSalle and Retirement Plan for U.S. Based Named Executive Officers Our United States Savings and Retirement Plan (Retirement Plan) isas a defined contribution plan qualified under Section 401(k)member 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%GEB effective December 31, 2020 but will continue as LaSalle Chairman through at least June 2021. For a description of the participant’s compensation. We match 50%treatment of each dollar contributed to the Retirement Plan on the next 2% of compensation. The maximum matchLaSalle LTIP 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 amountterms 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 valuesMr. Jacobson’s separation, see “NEO Separation Agreements” below.   Severance Arrangementsarrangements for Named Executive OfficersNEOs 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,GEB, each of the Named Executive OfficersNEOs would be eligible (regardless of length of service or location) to receive a minimum of twelve months of base salary, plus an amount equal to the individual’s target annual incentive then in effect,for the year of termination, as enhanced severance if his or herthat executive’s employment is involuntarily terminated by the CompanyJLL without cause. To the extent applicable, a GEB participant who is also eligible to receive severance payments under any other plan, program or arrangement provided to employees in countries other than the United StatesU.S. may elect whether to receive payments under such other arrangement rather than the Severance Pay Plan, or such other arrangement, but ismay not entitled to receive payments under both. In any event, the maximum benefit under the Severance Pay Plan remains at fifteen months (excluding potential for a prorated share under the annual incentive plan based on the individual’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 Perquisites 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 forthFor additional 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,Plaines 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 orJacobson 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. their departures from JLL, see “NEO Separation Agreements” below. jll.com   |  2021 Proxy Statement Page | 4946 Christian UlbrichBack to Contents 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   Additional information 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 BoardGEB (which includes all our NEOs, except Ms. Plaines, who are also Named Executive Officershas left JLL). In the case of ourOur 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.salary. The other NEOs must maintain equity ownership of at least four times their respective annual base salaries. In the case of the otherall cases, members of the Global Executive Board who are also Named Executive Officers, the minimum amount of equity ownership is the lesser of (i) four times annual base salary or (ii) 40,000 shares. In all cases, each member of the Global Executive BoardGEB must retain 100% of all shares acquired on the vesting of equity awards or the exercise of stock options until compliance with the minimum ownership requirement is achieved. After a GEB member attains the minimum required ownership level, he or she must hold 50% of any shares acquired on the vesting of equity awards or the exercise of stock options for two years following such vesting or exercise. As of March 15, 2018,April 1, 2021, all Named Executive OfficersNEOs for 2020 meet or exceed their respective stock ownership guidelines.guidelines except for Ms. Brennan, who joined the GEB in July 2020, and Ms. Plaines, who stepped down from the GEB in July 2020 and left JLL in November 2020 following a transition period. 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,GEB, 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 OtherIn 2020, 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 orpayments,” we did not 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 unitsRSUs 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 matters Certain Tax 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 2020 Summary Compensation Table. Mr. Ulbrich’s car allowance is aligned with market practice when compared to his Chief Executive Officer peers in Europe. 2021 Compensation ProgramChanges. We are committed to maintaining our compensation philosophy based on the following core principles: pay-for-performance, alignment with our shareholders’ interests and competitive compensation opportunities. Management, supported by the Compensation Committee’s independent compensation consultant, undertook a competitive market review of our GEB’s compensation program. Overall, the results revealed that our performance-based compensation program is effective in driving results and delivering returns to shareholders. That said, to simplify program design and better align with current market practices, the Compensation Committee approved the following changes for 2021 based on recommendations of the Compensation Committee’s independent compensation consultant: ● ChangestoCEOandCFOCompensation. The Compensation Committee evaluated and weighed Company and individual performance, level of responsibility and a desire to deliver competitive market total compensation. – For our Chief Executive Officer and President, total compensation was increased by $1,550,000 with the entire increase being delivered in long-term incentive opportunity. Mr. Ulbrich’s long-term incentive opportunity was increased to $6,750,000, which represents 63% of his total target pay opportunity in 2021. – For our Chief Financial Officer, the annual incentive plan opportunity was increased to $1,120,000 and the annual long-term incentive opportunity was increased to $1,680,000 bringing her total target compensation opportunity for 2021 closer to the competitive market.   |  2021 Proxy Statement    47 Back to Contents ● ChangesinCompensationDesign – AnnualIncentivePlandesign – In determining whether to make changes to the design of the Annual Incentive Plan, the Compensation Committee focused on the results from the competitive market review and considered feedback from several shareholders regarding how our NEOs’ compensation program and disclosure practices may be strengthened. The Compensation Committee decided to use a combination of financial performance measures and weightings for our NEOs based on each executive’s role. Plan Design Element 2020 AIP 2021 AIP Non-Business Unit Executive Business Unit Executive Non-Business Unit Executive(1) Business Unit Executive(2) Performance Metrics and Weightings 100% AIP Adjusted EBITDA 50% AIP Adjusted EBITDA 25% AIP Adjusted EBITDA Margin 25% Free Cash Flow 50% AIP Adjusted EBITDA 25% AIP Adjusted EBITDA Margin 25% AIP Adjusted EBITDA excluding LaSalle (1) Includes CEO, CFO and JLL Technologies Co-CEOs for 2021. (2) Represents “bridge year” to transition from Company-wide metrics to specific business unit metrics, which the Compensation Committee anticipates implementing for the 2022 AIP design. The Compensation Committee believes that these metrics create the opportunity to more effectively drive shareholder value and align to our strategic intent. – Long-TermIncentivePlandesign – The Compensation Committee decided to retain several elements that were used in the GEB LTIP in 2020, while making certain specific changes to better align with market practices and to address shareholder feedback. To that end, the Compensation Committee approved the following changes to the GEB LTIP for 2021: Plan Design Element 2020 LTIP 2021 LTIP Equity Vehicle and Weightings ● 100% PSUs ● 67% PSUs ● 33% RSUs Performance Metrics and Weightings ● PSUs – 50% GAAP Earnings per Share – 40% Beyond Goals – 10% Relative TSR ● PSUs – 75% GAAP Earnings per Share – 25% Relative TSR ● RSUs – no performance hurdles; time-based Performance Period/Vesting PSUs – 3 Year performance period ● PSUs – No change ● RSUs – 3 Year cliff vesting Payout (if TSR is negative) Not Applicable If Company TSR over the performance period is negative, then payout for TSR performance shall not exceed a payout of 100% Funding Curve ● Relative TSR Performance/Payout – Threshold: 30%/50% – Target: 60%/100% – Maximum: 90%/150% ● Relative TSR Performance/Payout – Threshold: 25%/50% – Target: 50%/100% – Maximum: 75%/150% ● ChangeinControlAgreements. On March 3, 2021, each of our GEB members entered into a form of change in control agreement, which provides for the payment of severance and other benefits to the GEB member if his or her employment is terminated either without cause or for good reason (as defined in the change in control agreement) during the 24-months following a change in control (as defined in the change in control agreement), subject to the execution and non-revocation of a general release of claims by the GEB member in favor of JLL. The form of change in control agreement was filed by JLL with the SEC as an exhibit to the Form 8-K dated as of March 3, 2021. jll.com   |  2021 Proxy Statement    48 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 Siddharth (Bobby) Mehta Sheila A. Penrose   |  2021 Proxy Statement    49 Back to Contents Executive compensation tables The following tables and footnotes set forth information regarding forms of compensation for the NEOs during each of 2020, 2019, and 2018, except fiscal year 2018 and 2019 information for Ms. Brennan and fiscal year 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 2020. We included footnotes to compensation for prior years in the proxy statements relating to those years. 2020 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 2020 $585,421 $— $4,906,575 $— $2,700,000 $— $90,037 $8,282,033 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 Karen Brennan(5) Chief Financial Officer 2020 $331,923 $— $1,004,721 $— $682,500 $— $1,242,580  $3,261,725 Jeff A. Jacobson(6) Chief Executive Officer LaSalle Investment Management 2020 $314,423 $— $2,336,086 $— $1,600,000 $— $4,616,474  $8,866,983 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 Yishai Lerner Co-CEO, JLL Technologies 2020 $314,423 $— $2,123,029 $— $2,250,000 $— $4,781  $4,692,233 2019 $500,000 $— $5,025,031 $— $2,188,000 $—   $7,814 $7,720,845 Mihir Shah Co-CEO, JLL Technologies 2020 $314,423 $— $2,123,029 $— $2,250,000 $— $4,656  $4,692,108 2019 $500,000 $— $5,025,031 $— $2,188,000 $— $7,439 $7,720,470 Stephanie Plaines(7) 2020 $390,384 $— $1,415,316 $— $0 $— $1,586,444  $3,392,145 Former Chief Financial Officer 2019 $500,000 $— $1,806,174 $— $1,112,000 $— $510 $3,418,684 (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 2020 and 2019, the amounts of Mr. Ulbrich’s 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 pandemic, effective as of April 1, 2020, the CEO and the GEB (including each of our NEOs) 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. Ms. Brennan’s annual base salary was increased from $400,000 to $500,000 when she became Chief Financial Officer and joined the GEB on July 15, 2020, subject to her irrevocable waiver to forego receipt of 50% of the annual base salary that would otherwise be payable to 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. See footnote 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for a discussion of the relevant assumptions used in calculating the amounts. In accordance with SEC rules, the amounts included in the column for the PSU awards granted during 2020 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 — $7,359,862; Ms. Brennan — $982,142; Mr. Jacobson — $1,415,371; Mr. Lerner — $3,184,543; Mr. Shah — $3,184,543; and Ms. Plaines — $2,122,975. In addition, the amount in this column includes RSUs for Ms. Brennan - $350,000 under her 2020 Employment Agreement and Mr. Jacobson - $1,392,500 for the LaSalle LTIP. (3) The amounts in this column reflect annual incentive cash payments we made under the AIP relating to 2020 performance. (4) The amounts in this column reflect the All Other Compensation with the details for 2020 referenced in the table below. (5) Ms. Brennan succeeded Ms. Plaines as Global Chief Financial Officer and became a member of the GEB on July 15, 2020. (6) Mr. Jacobson stepped down as Chief Executive Officer of LaSalle and as a member of the GEB effective December 31, 2020 but will continue as LaSalle Chairman through at least June 2021. (7) Ms. Plaines served as Chief Financial Officer and as a member of the GEB until July 15, 2020.   jll.com   |  2021 Proxy Statement Page | 5650 Back to Contents All other compensation   401(k) Match or Pension Contribution Life, Healthcare and Healthcare Bonus Housing Allowance, COLA, Moving Expense(1) Ex-Pat GUG and Tax Equalization(2) Transportation Allowance/Car Lease(3) Tax Preparation Services Severance(4) LaSalle Payments(5) Total Christian Ulbrich $31,409 $3,566 $0 $0 $45,537 $9,525 $0 $0 $90,037 Karen Brennan $4,275 $285 $8,134 $102,121 $0 $0 $0 $1,127,765 $1,242,580 Jeff A. Jacobson $4,275 $1,218 $0 $0 $0 $0 $2,519,231 $2,091,750 $4,616,474 Yishai Lerner $4,275 $506 $0 $0 $0 $0 $0 $0 $4,781 Mihir Shah $4,275 $381 $0 $0 $0 $0 $0 $0 $4,656 Stephanie Plaines $2,577 $855 $35,526 $0 $0 $28,255 $1,519,231 $0 $1,586,444 SECURITY OWNERSHIP(1) For Ms. Brennan represents the reimbursement or payment by JLL of moving and related costs associated with her return to the U.S. from her long-term assignment to the United Kingdom to assume her position as Chief Financial Officer in June 2020, all in accordance with the Company’s standard policies. For Ms. Plaines represents the reimbursement or payment by JLL of relocation and housing costs in accordance with her 2019 Employment Agreement. (2) For Ms. Brennan represents the incremental cost to JLL of tax equalization and other related payments associated with her long-term assignment to the United Kingdom, all in accordance with the Company’s standard policies. Per JLL’s standard policy, expatriate benefits and reimbursements are discontinued at the end of an assignment. However, tax equalization and other tax-related payments may continue, but only to the extent that liabilities related to the foreign assignment are incurred. (3) For Mr. Ulbrich, represents the actual lease paid and car allowance. (4) For additional information regarding severance amounts included with respect to Ms. Plaines and Mr. Jacobson, see “NEO Separation Agreements” below. (5) This column includes (i) amounts Ms. Brennan received in 2020 from LaSalle comprised of (A) Team share payout of $356,603 and (B) $771,162 from the LaSalle Cash LTIP for prior years payouts and (ii) amounts that Mr. Jacobson received in 2020 from LaSalle comprised of (A) $1,668,000 in deferred cash payout from a “Assets Under Management” plan for years 2016 and 2017 and (B) $423,750 from the LaSalle Cash LTIP for prior years’ payouts.     |  2021 Proxy Statement    51 Back to Contents Grants of plan-based awards for 2020 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 2020 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 $3,600,000   — — — — — 4/8/2020 PSU — — —   22,664 45,328 67,992 — $4,906,575 Karen Brennan(5)   AIP $225,000 $450,000  $540,000   — — — — — 7/15/2020 RSU — — —   — — — 3,309  $349,960 7/15/2020 PSU — — —   3,191 6,382 9,573 — $654,761 Jeff A. Jacobson   AIP $1,000,000 $2,000,000 $2,400,000   — — — — — 2/26/2020 RSU — — —   — — — 9,687 $1,392,506 4/8/2020 PSU — — —   4,359 8,717 13,076 — $943,580 Yishai Lerner   AIP $1,125,000 $2,250,000 $2,700,000   — — — — — 4/8/2020 PSU — — —   9,807 19,613 29,420 — $2,123,029 Mihir Shah   AIP $1,125,000 $2,250,000 $2,700,000   — — — — — 4/8/2020 PSU — — —   9,807 19,613 29,420   $2,123,029 Stephanie   AIP $1,000,000 $2,000,000  $2,400,000   — — — — — Plaines 4/8/2020 PSU — — —   6,538 13,075 19,613 — $1,415,316 (1) Represents threshold, target and maximum payouts under our 2020 AIP. The AIP awards 50% of the target bonus amount for threshold performance, 100% for target performance and 120% 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. For 2020, the Compensation Committee determined to cap the AIP payout percentage earned at 100%, without regard to the actual performance percentage earned of 231% (which would have resulted in a payout of 120% of target), given the extraordinary business climate created by the COVID-19 pandemic and the global responses to the pandemic. (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 2020 PSUs at different exit scenarios is as follows: death or disability – fully vest at target and are settled within 60 days; voluntarily resign or are involuntarily terminated with or without cause – forfeited; retirement – vest based on actual performance at the end of the performance period. (3) RSUs, contingent generally upon continued service with JLL, were granted to Ms. Brennan as part of her 2020 Employment Agreement (with all 3,309 shares vesting on the third anniversary of the grant date subject to continued service). Mr. Jacobson’s RSUs were issued under the LaSalle LTIP (vesting annually in equal installments over three years). RSUs are treated as follows at different exit scenarios: death or disability – fully vest at amount award and are settled within 60 days; voluntarily resign or are involuntarily terminated with or without cause – forfeited; retirement – continue to vest as scheduled. (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 — $7,359,862; Ms. Brennan — $982,142; Mr. Jacobson — $1,415,371; Mr. Lerner — $3,184,543; Mr. Shah — $3,184,543; and Ms. Plaines — $2,122,975. See footnote 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for a discussion of the relevant assumptions used in calculating the amounts. (5) Ms. Brennan’s AIP target bonus was $450,000 prorated based on her being named Chief Financial Officer and a member of GEB. Her final cash award also includes $300,000 for her time at LaSalle prior to being named Chief Financial Officer and a member of GEB in July 2020. jll.com   |  2021 Proxy Statement    52 Back to Contents 2020 outstanding equity awards at fiscal year-end The following table sets forth information concerning the number and value of unvested RSUs and PSUs as of December 31, 2020. 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 Christian Ulbrich 5,064 $751,346 100,427 $14,900,354 Karen Brennan 5,700 $845,709 6,382 $946,897 Jeff A. Jacobson 17,275 $2,563,092 19,788 $2,935,946 Yishai Lerner 17,877 $2,652,410 34,019 $5,047,399 Mihir Shah 17,877 $2,652,410 34,019 $5,047,399 Stephanie Plaines - - - - (1) Vesting terms described below for unvested RSUs. (2) The market value is based on the closing price of JLL common stock on the NYSE on December 31, 2020, which was $148.37. (3) The number of PSUs reflect target performance. The PSUs granted in 2019 will vest in 2022, and the PSUs granted in 2020 will vest in 2023, in each case after the three-year cumulative performance period. Messrs. Ulbrich and Jacobson held PSU awards granted in May 2018 which were determined, vested, and paid out in the first quarter of 2021. See "GEB LTIP 2018-2020 PSU award results" at page 44. Vesting terms for unvested restricted stock units and performance share units   3 Year Ratable 4 Year Ratable 3 Year Cliff Total Christian Ulbrich 5,064 0 100,427 105,491 Karen Brennan 0 0 12,082 12,082 Jeff A. Jacobson 17,275 0 19,788 37,063 Yishai Lerner 11,856 6,021 34,019 51,896 Mihir Shah 11,856 6,021 34,019 51,896 Stephanie Plaines 0 0 0 0   Vesting in 2021 Vesting in 2022 Vesting in 2023 Total Christian Ulbrich 31,448 28,715 45,328 105,491 Karen Brennan 0 2,391 9,691 12,082 Jeff A. Jacobson 11,713 13,404 11,946 37,063 Yishai Lerner 8,484 22,890 20,522 51,896 Mihir Shah 8,484 22,890 20,522 51,896 Stephanie Plaines 0 0 0 0   |  2021 Proxy Statement    53 Back to Contents Option exercises and stock vested during 2020 The following table sets forth information about grants of RSUs made prior to 2020 that vested in 2020. None of the NEOs exercised any options during 2020, 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 10,410   $1,591,984   Karen Brennan -   -   Jeff A. Jacobson 4,715   $784,969   Yishai Lerner 8,486   $1,074,476   Mihir Shah 8,486   $1,074,476   Stephanie Plaines 651   $64,970   (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 RSUs indicated. RSUs shown in the table vested on: January 15, 2020, with a related price per share of $168.64 (Mr. Lerner — 1,647 shares and Mr. Shah — 1,647 shares); January 16, 2020, with a related price per shares of $171.21(Mr. Lerner — 910 shares and Mr. Shah — 910 shares); February 15, 2020, with a related price per share of $171.34 (Mr. Jacobson — 3,795 shares); February 22, 2020, with a related price per share of $161.20 (Mr. Ulbrich — 4,119 shares); February 25, 2020, with a related price per share of $146.45 (Mr. Ulbrich — 1,227 shares and Mr. Jacobson — 920 shares ); March 1, 2020, with a related price per share of $147.77 (Mr. Ulbrich — 5,064 shares); March 20, 2020, with a related price per share of $99.80 (Ms. Plaines — 651 shares); and October 14, 2020, with a related price per share of $108.10 (Mr. Lerner — 5,929 shares and Mr. Shah — 5,929 shares). Retirement benefits For 2020, we did not have a defined benefit retirement plan for any of our NEOs. All JLL’s contributions we describe below are reflected in the 2020 Summary Compensation Table on page 50 under the column “All Other Compensation.” As employees within the U.S., each of Ms. Brennan, Ms. Plaines and Messrs. Lerner, Jacobson, 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 (the 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, for 2020 was $4,275. This maximum annual matching contribution amount was reduced from $11,400 as a result of suspension of the 401(k) match beginning in May 2020 for all JLL employees as part of a series of measures taken by JLL in response to extraordinary business challenges brought on by the COVID-19 pandemic. The 401(k) match for all JLL employees was reinstated as of January 1, 2021. 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 RSU awards, and up to 75% of annual base salary. Amounts shown below are as of December 31, 2020. Mr. Ulbrich is not eligible to participate in this plan. Ms. Brennan, Ms. Plaines and Messrs. Lerner and Shah were eligible but chose not to participate in 2020. Name Executive Contributions in Last Fiscal Year Registrant Contributions in Last Fiscal Year Aggregate Earnings in Last Fiscal Year Aggregate Balance at Last Fiscal Year End Jeff A. Jacobson $0 $0 $31,577 $204,704 jll.com   |  2021 Proxy Statement    54 Back to Contents Termination and change in control payments Our Severance Pay Plan is applicable to each of our NEOs, as members of our GEB. 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. 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)   $—   $4,038,462   $—   $—   $4,038,462 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $—   $—   $—   $— Deferred Compensation Balance   $—   $—   $—   $—   $— Annual Incentive Awards(3)   $—   $3,000,000   $—   $—   $3,000,000 Retirement Plan Benefits   $—   $—   $—   $—   $— Long Term Incentive Awards                     - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $—   $—   $15,651,700   $—   $9,747,909(4) - Cash   $—   $—   $—   $—   $— Outplacement Services   $—   $—   $—   $—   $— Total Value of Payments   $—   $7,038,462   $15,651,700   $—   $16,786,371 Notes: (1) Assumes Mr. Ulbrich’s date of termination is December 31, 2020 and the price per share of our common stock on the date of termination is $148.37 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2020). 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) 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 (excluding the application of the voluntary salary waiver following the COVID-19 pandemic), one times AIP target, and pro-rated AIP 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, 2020 termination date, resulting in full pro-ration, without applying the individual multiplier. (4) Assumes a change in control under our Stock Award and Incentive Plans has occurred, Mr. Ulbrich has incurred an involuntary termination of service without cause as of December 31, 2020, and the price per share of our common stock on the date of termination is $148.37 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2020). All outstanding unvested RSUs held by Mr. Ulbrich will vest in full as of December 31, 2020. The pro-rata portion of any PSUs for any performance period that was in effect at December 31, 2020 are included at full payout assuming target performance is achieved.   |  2021 Proxy Statement    55 Back to Contents Karen Brennan Element of Compensation Voluntary Termination Involuntary Termination (no cause) Qualified Retirement(1) Upon Change in Control (CIC) CIC-Involuntary Termination Cash Severance Benefit(2)   $—   $969,231   $—   $—   $969,231 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $20,018   $—   $—   $20,018 Deferred Compensation Balance   $—   $—   $—   $—   $— Annual Incentive Awards(3)   $—   $450,000   $—   $—   $450,000 Long Term Incentive Awards                     - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $—   $—   $1,792,606   $—   $1,161,292(4) - Cash   $—   $—   $—   $—   $— Outplacement Services   $—   $25,000   $—   $—   $25,000 Total Value of Payments   $0   $1,464,249   $1,792,606   $—   $2,625,541 Notes:   (1) Assumes the date of termination for Ms. Brennan is December 31, 2020 and the price per share of our common stock on the date of termination is $148.37 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2020). All outstanding unvested RSUs held by Ms. Brennan will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved. (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 (excluding the application of the voluntary salary waiver following the COVID-19 pandemic), one times AIP target, and full pro-rated AIP 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, 2020 termination date, resulting in full pro-ration, without applying the individual multiplier. (4) Assumes a change in control under our Stock Award and Incentive Plans has occurred, Ms. Brennan has incurred an involuntary termination of service without cause as of December 31, 2020, and the price per share of our common stock on the date of termination is $148.37 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2020). All outstanding unvested RSUs held by Brennan will vest in full as of December 31, 2020. The pro-rata portion of any PSUs for any performance period that was in effect at December 31, 2020 are included at full payout assuming target performance is achieved. jll.com   |  2021 Proxy Statement    56 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)   $—   $2,769,231   $—   $—   $2,769,231 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $16,223   $—   $—   $16,223 Deferred Compensation Balance   $—   $—   $—   $—   $— Annual Incentive Awards(3)   $—   $2,250,000   $—   $—   $2,250,000 Long Term Incentive Awards                     - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $—   $—   $7,699,810   $—   $5,047,399(4) - Cash   $—   $—   $—   $—   $— Outplacement Services   $—   $25,000   $—   $—   $25,000 Total Value of Payments   $—   $5,060,454   $7,699,810   $—   $10,107,853 Notes: (1) Assumes Mr. Lerner’s date of termination is December 31, 2020 and the price per share of our common stock on the date of termination is $148.37 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2020). All outstanding unvested RSUs held by Mr. Lerner will vest as scheduled. All outstanding PSUs are included at full payout assuming target performance is achieved. (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 (excluding the application of the voluntary salary waiver following the COVID-19 pandemic), one times AIP target, and full pro-rated AIP 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, 2020 termination date, resulting in full pro-ration, without applying the individual multiplier. (4) Assumes a change in control under our Stock Award and Incentive Plans has occurred, Mr. Lerner has incurred an involuntary termination of service without cause as of December 31, 2020, and the price per share of our common stock on the date of termination is $148.37 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2020). All outstanding unvested RSUs held by Mr. Lerner will vest in full as of December 31, 2020. The pro-rata portion of any PSUs for any performance period that was in effect at December 31, 2020 are included at full payout assuming target performance is achieved.   |  2021 Proxy Statement    57 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)   $—   $2,769,231   $—   $—   $2,769,231 Vacation Pay   $—   $—   $—   $—   $— Benefit Continuation   $—   $24,216   $—   $—   $24,216 Deferred Compensation Balance   $—   $—   $—   $—   $— Annual Incentive Awards(3)   $—   $2,250,000   $—   $—   $2,250,000 Long Term Incentive Awards       $—           $— - Stock Options   $—   $—   $—   $—   $— - Restricted Shares   $—   $—   $7,699,810   $—   $5,047,399(4) - Cash   $—   $—   $—   $—   $— Outplacement Services   $—   $25,000   $—   $—   $25,000 Total Value of Payments   $—   $5,068,447   $7,699,810   $—   $10,115,846 Notes: (1) Assumes Mr. Shah’s date of termination is December 31, 2020 and the price per share of our common stock on the date of termination is $148.37 (which was the price per share of our Common Stock at the close of trading on the NYSE on December 31, 2020). All outstanding unvested RSUs 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 (excluding the application of the voluntary salary waiver following the COVID-19 pandemic), one times AIP target, and full pro-rated AIP 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, 2020 termination date, resulting in full pro-ration, without applying the individual multiplier. (4) Assumes a change in control under our Stock Award and Incentive Plans has occurred, Mr. Shah has incurred an involuntary termination of service without cause as of December 31, 2020, and the price per share of our common stock on the date of termination is $148.37 (which was the price per share of our common stock at the close of trading on the NYSE on December 31, 2020). All outstanding unvested RSUs held by Mr. Shah will vest in full as of December 31, 2020. The pro-rata portion of any PSUs for any performance period that was in effect at December 31, 2020 are included at full payout assuming target performance is achieved. NEO Separation Agreements StephaniePlaines. On June 22, 2020, we announced that Stephanie Plaines, Executive Vice President and Chief Financial Officer, notified JLL that she would be resigning to pursue other opportunities effective as of July 15, 2020. As part of her departure, we entered into a separation agreement with Ms. Plaines dated June 20, 2020. The key terms of the separation agreement are as follows: ● Ms. Plaines’ service in all capacities other than as an employee terminated on July 15, 2020. ● During the period starting July 15, 2020 through November 30, 2020 (“Plaines Transition Period”), Ms. Plaines agreed to provide JLL with such transition support and services as may be reasonably requested by the Board or the Chief Executive Officer. ● Ms. Plaines received a base salary of $500,000, on an annualized basis, during the Plaines Transition Period, but was not eligible for any additional incentive compensation. ● Ms. Plaines received a cash severance payment in an amount equal to (i) $1,519,231, which consisted of 54 weeks of her annual base salary of $500,000 (i.e., her base salary excluding the application of the voluntary salary waiver following the COVID-19 pandemic), plus $1,000,000 (one times her annual target bonus), plus (y) $916,667 (equal to a 2020 annual target bonus of $1,000,000, pro-rated through the end of the Plaines Transition Period, less applicable taxes and withholdings, which was delivered in full in June 2020. ● Ms. Plaines will be reimbursed her additional cost if she elects COBRA continuation coverage on a monthly basis until the earlier of (1) November 30, 2021, or (2) the date Ms. Plaines becomes covered under another employer group plan. ● Ms. Plaines was also entitled to reimbursement of up to six-months for executive-level outplacement services commenced within 6 months of the end date of the Plaines Transition Period. ● All of Ms. Plaines’s outstanding unvested RSUs and PSUs were forfeited. ● In return for these payments and benefits, Ms. Plaines agreed to return all JLL property and to be bound by several restrictive covenants, including not to solicit JLL’s employees or independent contractors, clients, or assist, perform services for or have any equity interest in any of JLL’s clients through November 2021. Ms. Plaines also agreed to assign any intellectual property she might have to JLL and to keep non-public JLL information confidential. ● Furthermore, Ms. Plaines was required to sign a release of claims to receive the payments and benefits detailed above. jll.com   |  2021 Proxy Statement    58 Back to Contents JeffJacobson. On December 7, 2020, we announced that Jeff A. Jacobson, Chief Executive Officer of LaSalle, notified JLL that he would be resigning from his positions with LaSalle and its affiliates and as a member of our GEB effective as of December 31, 2020. As part of his departure, JLL entered into a separation agreement with Mr. Jacobson dated as of December 4, 2020. The key terms of the separation agreement are as follows: ● Mr. Jacobson’s service in all capacities with JLL and LaSalle other than as an employee terminated on December 31, 2020. ● During the period starting January 1, 2021 through June 30, 2021 (Jacobson Transition Period), Mr. Jacobson agreed to continue as an employee of LaSalle in the role of Chairman of LaSalle reporting to the CEO of LaSalle, continue to serve on various investment committees of LaSalle and provide LaSalle and JLL with such transition support and services as may be reasonably requested by LaSalle and JLL. ● Mr. Jacobson receives a monthly base salary of $100,000 during the Jacobson Transition Period but is not eligible for any additional incentive compensation or other awards under the GEB LTIP, LaSalle LTIP or any other LaSalle program, except as described in the next bullet point. ● Mr. Jacobson remained eligible to receive an award under the 2020 LaSalle LTIP. Mr. Jacobson’s total award under the 2020 LaSalle LTIP consisted of 10 points, with 5 fixed points awarded in January 2020 and 5 variable points awarded by the Compensation Committee in March 2021 based on the recommendation of management, and was granted as RSUs on April 5, 2021 (valued at $94,800 per unit under the LaSalle LTIP for a total value of $948,000). ● Mr. Jacobson received a cash severance payment equal to (i) $2,519,231, which consisted of 54 weeks of his annual base salary of $500,000 (i.e., his base salary excluding the application of the voluntary salary waiver following the COVID-19 pandemic), plus $2,000,000 (one times his target annual bonus), plus (ii) $1,600,000 (2020 annual bonus), less applicable taxes and withholdings, which was delivered in full on December 31, 2020. ● Mr. Jacobson will be reimbursed his additional cost if he elects COBRA continuation coverage on a monthly basis until the earlier of (1) December 31, 2021, or (2) the date Mr. Jacobson becomes covered under another employer group plan. ● Mr. Jacobson was also entitled to reimbursement of up to six-months for executive-level outplacement services commenced within 6 months of the end date of the Jacobson Transition Period. ● All of Mr. Jacobson’s unvested deferred compensation and equity awards, including RSUs and PSUs, and any other annual incentive compensation previously awarded to him under our Stock Award and Incentive Plans, annual incentive program or any other program, including but not limited to the GEB LTIP, the LaSalle LTIP or any LaSalle program (Jacobson Awards), will be forfeited as of June 30, 2021 unless he meets the requirements to qualify for retirement status under the applicable plan documents. Assuming Mr. Jacobson adherence to the terms of his separation agreement, including but not limited to the restrictive covenants set forth below, he will qualify for retirement status effective as of June 30, 2021 and he will immediately vest or continue to vest in the Jacobson Awards as set forth in the applicable plan documents. ● In return for these payments and benefits, Mr. Jacobson agreed to be bound by several restrictive covenants, including not to solicit the JLL’s employees or independent contractors, or induce JLL’s clients to alter their relationships with JLL, or assist, perform services for or have any equity interest in any of the JLL’s clients, through June 30, 2022. He also agreed to not compete, directly or indirectly, with JLL through December 31, 2021. ● Mr. Jacobson also agreed to return all JLL property and to assign any intellectual property he might have to JLL and to keep non-public JLL information confidential. ● Furthermore, Mr. Jacobson was required to sign a release of claims, and agree to provide an updated release at the end of the Jacobson Transition Period, to receive the payments and benefits detailed above.   |  2021 Proxy Statement    59 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 91,000 employees operating in 80 countries at the end of 2020 (with approximately 61,100 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 used base salary, as it represents a compensation measure consistently applied to all employees. We had previously used total cash compensation as our compensation measure but changed to base salary, another acceptable compensation measure, to align with the reporting of certain of our peer group and for increased administrative ease in obtaining payroll information. The majority of our employees receive a base salary (paid on an hourly, weekly, biweekly, or monthly basis) and some are eligible for commissions or an annual cash bonus. Other remuneration (such as stock) is not used for large portions of our employee population. As a result, we believe that base salary provides an accurate depiction of total earnings for the purpose of identifying our median employee. As required by SEC rules, we conducted our median employee analysis in 2020 after three years from our initial determination. We identified our median employee from our employee population at December 31, 2020, on which date we had a total of 91,000 employees (29,900 in the U.S. and 61,100 outside the U.S.). Further, as part of our methodology under the “de minimis” exemption, we excluded a total of 3,825 non-U.S. employees (approximately 4.2% of our total workforce) in 15 countries, as set forth in further detail onAnnexB. We had previously used October 1 as our selection date, but changed to December 31 so that we did not have to use compensation from the prior fiscal year to identify the median employee (which we did the last time we identified our median employee on October 1, 2017 based on 2016 compensation data). After identifying the median employee, we calculated the median employee’s 2020 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 $53,700 in compensation in 2020 and our Chief Executive Officer received $8,282,033, which yields a pay ratio of 154:1. 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.com   |  2021 Proxy Statement    60 Back to Contents Proposal 3 – Approval of the Amended and Restated 2019 Stock Award and Incentive Plan The Board of Directors, upon recommendation of the Compensation Committee, has approved an amendment and restatement of the Jones Lang LaSalle Incorporated 2019 Stock Award and Incentive Plan (which we refer to as the 2019Plan), subject to approval by our shareholders at the 2021 Annual Meeting. The amended and restated 2019 Plan increases the number of shares of JLL common stock (which we refer to as shares, unless otherwise noted) authorized for issuance under the 2019 Plan by 550,000 shares, amends certain provisions, including the Change in Control definition, to align the 2019 Plan with certain change in control agreements signed by our executives, removes the discretion previously granted to the Compensation Committee to amend awards under the 2019 Plan following a Change in Control, and makes certain other changes. each as further described below. The Board recommends you vote FOR approval of the Amended and Restated 2019 Stock Award and Incentive Plan. Purpose of the 2019 Plan The purpose of the 2019 Plan is to attract, retain and motivate highly qualified employees and non-employee directors and to align their interests with those of JLL’s shareholders. Having an adequate number of shares available for issuance under the amended and restated 2019 Plan is an important factor in fulfilling these purposes. Shares Available Under the 2019 Plan The 2019 Plan, as of April 6, 2021, had approximately 687,787 shares available for issuance. The Compensation Committee expects that if the shareholders approve the amended and restated 2019 Plan, the number of shares available under the amended and restated 2019 Plan will be sufficient for approximately two years based on current expected equity grant practices. If the amended and restated 2019 Plan is not approved by our shareholders, the 2019 Plan will continue in effect in its present form and we will continue to grant equity awards under the current terms of the 2019 Plan until the shares remaining available for issuance are exhausted, which the Compensation Committee estimates will occur in 2022 based on current expected equity grant practices. Failure of our shareholders to approve the amended and restated 2019 Plan also will not affect the rights of existing award holders under the 2019 Plan or under any previously granted awards under the 2019 Plan. If approved by the shareholders, the amended and restated 2019 Plan increases the number of shares authorized for issuance of future awards under the 2019 Plan by 550,000 shares, increasing the total number of shares that may be issued under the 2019 Plan from 687,787 shares to 1,237,787 shares. The shares that are available for issuance under the 2019 Plan may increase to the extent outstanding awards are cancelled due to forfeiture of awards or expiration of awards without exercise. Prior to adoption of the 2019 Plan in 2019, the Company issued awards under the 2017 Stock Award and Incentive Plan (2017 Plan). The 2019 Plan replaced the 2017 Plan, and no new awards have been issued under the 2017 Plan since the adoption of the 2019 Plan. Any outstanding awards under the 2017 Plan granted before the adoption of the 2019 Plan remain outstanding according to their terms, and to the extent outstanding awards are cancelled due to forfeiture of awards or expiration of awards without exercise. Background In determining the number of additional shares of JLL common stock to be requested under the amended and restated 2019 Plan, the Compensation Committee considered the needs of JLL's long-term incentive program and the potential dilution that awarding the requested shares may have on the existing shareholders. An independent compensation advisor assisted the Compensation Committee in determining the appropriate number of shares to be requested. The advisor examined a number of factors, including JLL's burn rate and an overhang analysis, taking into account equity awards made under the 2019 Plan to date. The following table sets forth the number of shares authorized for future issuance (including shares authorized for issuance pursuant to restricted stock, restricted stock unit and stock awards) as of April 6, 2021, along with the equity dilution represented by the shares available for future awards as a percentage of the common shares outstanding. Share authorization   Total Shares Available Equity Dilution: Percent of Basic Common Shares Outstanding Shares authorized for future awards as of April 6, 2021 687,787 1% Requested increase to shares available in the 2019 Plan 550,000 1% Shares authorized for future awards after approval of the 2019 Plan 1,237,787 2%   |  2021 Proxy Statement    61 Back to Contents As of April 6, 2021: ● 1,513,992 shares have been issued under the 2019 Plan; ● Unvested full-value awards covering 1,395,671 shares were outstanding under the 2019 Plan and unvested full-value awards covering 261,495 shares were outstanding under the 2017 Plan; ● No options were outstanding; and ● No shares were available for grant under the 2017 Plan. On April 6, 2021, the equity overhang, or the percentage of outstanding shares (plus shares that could be issued pursuant to plans) represented by all stock incentives granted and those available for future grant under all plans, was 4%. Equity overhang was calculated as all shares issuable upon exercise of outstanding options and vesting of outstanding restricted stock units and performance share units plus shares available for future grant divided by the sum of (a) the number of shares outstanding plus (b) the number of shares in the numerator. JLL believes its overhang level is reasonable and will continue to be so after approval of the amended and restated 2019 Plan. The following table sets forth information regarding awards granted and earned, the run rate for each of the last three fiscal years and the average run rate over the last three years. Run rate (shares in thousands) Fiscal 2018 Fiscal 2019 Fiscal 2020 3-year Average Stock options granted 0 0 0 0 Service-based restricted stock units granted 176.6 1,298 173.1 549.23 Actual performance-based restricted stock units earned 0 0 0 0 Basic common shares outstanding at fiscal year end 45,600 51,500 51,100 49,400 Run rate(1) 0.39% 2.52% 0.34% 1.08% (1) Run rate was calculated as (a) all option awards and non-performance restricted stock units granted in a fiscal year plus (b) actual performance-based restricted stock units vested in a fiscal year, divided by the number of basic common shares outstanding at the end of that fiscal year, expressed as a percentage. JLL continues to manage its run rate of awards granted over time to levels it believes are reasonable in light of changes in its business and number of outstanding shares while ensuring that our overall executive compensation program is competitive, relevant and motivational. On April 6, 2021, the closing price of JLL common stock traded on the New York Stock Exchange was $182.44 per share. Information about Dilution, Overhang and Burn Rate Dilution. The Board anticipates that the 550,000 additional shares being requested together with the 687,787 shares that remain available for issuance of future awards under the amended and restated 2019 Plan will be exhausted in 2022 assuming that its annual usage remains consistent with the 2020 equity grants made by JLL. The new shares would represent less than 1% of shares outstanding as of December 31, 2020. The Board believes that this amount of potential dilution would be balanced by the strong incentive it also believes will be provided to employees to increase the value of JLL for all shareholders. Overhang. We calculate our “overhang” as the sum of (a) stock options granted and outstanding plus (b) unvested shares of restricted stock plus (c) shares available for grant under plans, divided by the sum of (a) the number of shares outstanding plus (b) the number of shares in the numerator. Our current overhang is approximately 4%. Including the shares under the amended and restated 2019 Plan (if authorized), the potential overhang from all outstanding stock incentive awards, and shares available for grant to employees, directors and consultants would be less than 1%. Burn Rate. We calculate our “total equity burn rate” as the (a) total number of equity-related awards in any given fiscal year divided by (b) the number of basic weighted average common shares outstanding for that fiscal year. The dilution, overhang and burn rate exclude our “noncompensatory” Employee Stock Purchase Plan (ESPP) and Jones Lang LaSalle Savings Related Option Plan (Save As You Earn or SAYE) program for U.K. employees. ESSP program purchases are broker-assisted on the open market. The SAYE plan allows for the purchase of stock at a 15% discount from the market price at the beginning of the plan's three- and five-year vesting periods and has a share pool independent of the Stock Award and Incentive Plan. These plans are further described in our annual report. The Plan does not, by itself, authorize any payments or the issuance of any shares or any award, as we make actual awards under our individual long-term and short-term variable compensation plans. The future awards that we will make to eligible participants under the 2019 Plan are subject to the discretion of the Compensation Committee and, therefore, cannot be determined with certainty at this time. Subject to the 2019 Plan's terms regarding adjustments, Section 5 of the 2019 Plan provides that no more than 250,000 shares may be earned in respect of Performance Awards (as defined in the 2019 Plan) denominated in shares granted pursuant to Section 11 of the 2019 Plan to any single participant for a single calendar year during a Performance Period (as defined in the 2019 Plan), or in the event such Performance Award is paid in cash, other securities, other awards or other property, no more than the fair market value of 250,000 shares on the last day of the Performance Period to which such award relates, and the maximum amount that can be paid to any single Participant in any one calendar year pursuant to a cash compensation opportunity award described in Section 11(a) of the 2019 Plan shall be $15,000,000. We provide a summary description of the 2019 Plan below. jll.com   |  2021 Proxy Statement    62 Back to Contents Overview of Amended and Restated 2019 Plan Set forth below is a description of the 2019Plan, as amended and restated, and references in the remainder of this section to the 2019 Plan are to the 2019 Plan, as amended and restated. The 2019 Plan is set forth in its entirety as Annex C to this Proxy Statement, and all descriptions of the 2019 Plan contained in this Proposal 3 are qualified by reference to Annex C. Purpose The purpose of the 2019 Plan is to provide a means through which JLL may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of JLL can acquire and maintain an equity interest in JLL, or be paid incentive compensation, which may (but need not) be measured by reference to the value of common stock, to motivate such persons to achieve long-term JLL goals and to more closely align their interests with those of JLL’s shareholders. Types of Stock Awards The Plan provides for the granting of restricted stock and restricted stock units, performance awards, deferred stock awards, and other stock-based awards. The Plan also provides for the granting of stock options, including “incentive stock options” (ISOs) within the meaning of Section 422 of the Code and non-qualified stock options. Options granted under the 2019 Plan may be accompanied by stock appreciation rights (SARs). SARs may also be granted independently of options. An award agreement setting forth terms and conditions evidences each equity award. Share Reserve Subject to the 2019 Plan’s adjustment provisions, the Compensation Committee is authorized to deliver 1,237,787 shares under the 2019 Plan, subject to the individual participant limits discussed above. Eligibility We may make discretionary grants of awards under the 2019 Plan to any (i) employee, director or consultant or advisor of JLL or its direct and indirect subsidiaries and affiliates and (ii) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment, consultancy or service from JLL or its affiliates, in each case, as selected by the Compensation Committee. ISOs, however, may only be granted to employees of JLL and its affiliates. As of the date of this Proxy Statement, we have approximately 91,000 employees, including 260 employees in positions typically receiving equity grants and 12 directors, all of whom would be eligible to participate in the 2019 Plan if selected by the Compensation Committee; provided that immediately following the 2021 Annual Meeting, assuming all directors standing for election are elected, there will be 11 directors eligible to participate in the 2019 Plan. Plan Administration The Compensation Committee shall administer the 2019 Plan. If a Compensation Committee member shall fail to qualify as an eligible director (i.e., a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act), such failure shall not invalidate any award granted by the Compensation Committee that is otherwise validly granted under the 2019 Plan, unless invalidation is required by applicable law or securities exchange requirement. Unless otherwise expressly provided in the applicable charter or bylaws, the acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Compensation Committee shall be deemed the acts of the Compensation Committee. Subject to the provisions of the 2019 Plan (including delegation of authority) and applicable law, the Compensation Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Compensation Committee by the 2019 Plan, to, in its discretion, : (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with awards; (iv) determine the terms and conditions of any award and award agreement; (v) determine whether, to what extent, and under what circumstances awards may be settled, adjusted, or exercised in cash, shares, other securities, other awards or other property, or canceled, forfeited or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares, other securities, other awards or other property and other amounts payable with respect to an award shall be deferred either automatically or at the election of the participant or of the Compensation Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the 2019 Plan and any instrument or agreement relating to, or award granted under, the 2019 Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Compensation Committee shall deem appropriate for the proper administration of the 2019 Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards; and (x) make any other determination, and take any other action, that the Compensation Committee deems necessary or desirable for the administration of the 2019 Plan.   |  2021 Proxy Statement    63 Back to Contents Director Compensation No non-employee director shall receive total compensation exceeding $750,000 for any fiscal year, which shall be inclusive of (i) the aggregate grant date value (calculated by multiplying the fair market value of a share on the date of grant by the aggregate number of shares subject to such award) of any awards granted during any fiscal year and (ii) cash. Such applicable limit will include the value of any stock awards that are received in lieu of all or a portion of any annual committee cash retainers or other similar cash-based payments. No Repricing without Shareholder Approval The Compensation Committee may not take any other action with respect to an option or SAR what is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange on which the common stock is listed. No Liberal Share Recycling Each share underlying an outstanding option under the 2019 Plan or 2017 Plan shall reduce the available shares by one (1) share. A number equal to the greater of each share available to be delivered upon exercise of a SAR and the number of shares underlying a SAR under the 2019 Plan or the 2017 Plan shall reduce the available shares by one (1) share, other than a SAR that, by its terms, from and after the date of grant thereof is payable only in cash, in which case the available shares shall not be reduced. Each share delivered pursuant to, or otherwise underlying, an award under the 2019 Plan or the 2017 Plan other than an option, SAR or substitute award, shall reduce the available shares by one (1) share. Use of shares to pay the required exercise price or tax obligations shall not be available again for other awards under the 2019 Plan. Shares underlying awards under the 2019 Plan or the 2017 Plan that are forfeited, cancelled, expire unexercised, or are settled in cash shall be available again for Awards under the 2019 Plan. Shares repurchased by JLL with proceeds received from the exercise of an option issued under the 2019 Plan or the 2017 Plan, or shares repurchased by JLL on the open market using the proceeds from the exercise of an award, in either instance, shall not be added back or available for grant hereunder. Required Vesting Period or Restrictions Except as otherwise specifically provided in the 2019 Plan, the vesting period or restrictions on any share-based award granted to any participant under the 2019 Plan shall last for no less than one (1) year; provided that the Compensation Committee may provide for a vesting or restriction period of less than such mandated one-year period of vesting or restriction for up to that amount of shares equal to 5% of the shares reserved under the 2019 Plan at the time of its amendment and restatement. Options All options granted under the 2019 Plan shall be Nonqualified Stock Options unless the applicable award agreement expressly states that the option is intended to be an ISO. ISOs shall be granted only to eligible persons who are employees of JLL and its affiliates, and no ISO shall be granted to any eligible person who is ineligible to receive an ISO under the Code. The exercise price per share for each option shall not be less than 100% of the fair market value of such share on the date of grant; provided, however, that, in the case of an ISO granted to an employee who, at the time of the grant of such option, owns shares representing more than 10% of the voting power of all classes of shares of JLL or any affiliate, the exercise price per share shall not be less than 110% of the fair market value per share on the date of grant. Options shall vest and become exercisable in such manner and on such date and dates, and expire after such period not to exceed ten years, in each case, as may be determined by the Compensation Committee and as set forth in the applicable award agreement. With respect to an ISO, the option period shall not exceed five years from the date of grant for a participant who on the grant date owns shares representing more than 10% of the voting power of all classes of shares of the Company or any affiliate. Unless otherwise provided by the Compensation Committee in an award agreement, the unvested portion of an option shall expire upon termination of employment or service of the participant granted the option without consideration therefor, and the vested portion of such option shall remain exercisable for (A) one year following termination of employment or service by reason of such participant’s death or disability, but not later than the expiration of the option period or (B) ninety (90) days following termination of employment or service for any reason other than such participant’s death or disability, and other than such participant’s termination of employment or service for cause, but not later than the expiration of the option period and (ii) both the unvested and the vested portion of an option shall automatically expire upon the termination of the participant’s employment or service by JLL for cause without consideration therefor. SARs SARs may be granted under the 2019 Plan. SARs allow the participant to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. Any stock option granted under the 2019 Plan may include tandem SARs. The Compensation Committee may also award SARs independent of any stock option grant. Subject to the provisions of the 2019 Plan, the Compensation Committee determines the terms of SARs, including when such rights vest and become exercisable and whether to settle such awards in cash or with shares, or a combination thereof (subject to limitations on its discretion in the event of a Change in Control (as defined in the 2019 Plan, and as discussed below). The specific terms will be set forth in an award agreement. Restricted Stock and RSUs Restricted stock and RSUs may be granted under the 2019 Plan. Restricted stock is a grant of shares that are subject to various restrictions, including restrictions on transferability and forfeiture provisions. Shares will vest and the restrictions on such shares will lapse, in accordance with terms and conditions established by the Compensation Committee. RSUs are unfunded and unsecured promises to deliver shares, cash, or other securities or other property, subject to certain conditions under the 2019 Plan. Such terms may include, among other things, vesting upon the achievement of specific performance goals determined by the Compensation Committee and/or continued service. The jll.com   |  2021 Proxy Statement    64 Back to Contents Compensation Committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed (subject to limitations on its discretion in the event of a Change in Control, as discussed below). Recipients of restricted stock generally will have voting rights with respect to such shares upon grant without regard to vesting, unless the Compensation Committee provides otherwise. Shares that do not vest for any reason will be forfeited by the participant and will revert to JLL. The specific terms will be set forth in an award agreement. Dividends and other distributions will be credited with respect to restricted shares and will be distributed only if when, and to the extent, the related restricted shares vest. Dividends and other distributions credited with respect to any shares that do not vest will be forfeited. Other Stock-Based Awards Other stock-based awards may be granted under the 2019 Plan. The Compensation Committee may issue unrestricted shares, or other awards denominated in shares, whether restricted or unrestricted and whether current or deferred, under the 2019 Plan to eligible persons, either alone or in tandem with other awards, in such amounts as the Compensation Committee shall from time to time in its sole discretion determine. Each other stock-based award granted under the 2019 Plan shall be subject to such conditions not inconsistent with the 2019 Plan as may be reflected in the applicable award agreement. Performance Awards Performance awards may be granted under the 2019 Plan. With regard to a particular performance period, the Committee shall have sole discretion to select the length of such performance period, the type(s) of Performance Awards to be issued, the performance measure(s) that will be used to establish the performance goal(s), the kind(s) and/or level(s) of the performance goals(s) that is (are) to apply and all other relevant terms and conditions. The Committee in its sole discretion shall select one or more performance measures to use for any Performance Award, the form and type of equity award that will be granted under the 2019 Plan, and the form of payout (shares and/or cash) of any Performance Awards. The Compensation Committee shall have sole discretion to alter the governing performance measure(s) and goal(s) without obtaining shareholder approval of such alterations (subject to limitations on its discretion in the event of a Change in Control, as discussed below). Dividend Equivalents No dividend equivalents shall be granted in connection with an option or an SAR. Unless otherwise provided in an award agreement, each RSU shall include the right to receive dividend equivalents. Dividend equivalents will accumulate and be withheld until the applicable RSUs upon which the dividend equivalents are awarded vest and any dividend equivalent payments that have accumulated and have been withheld by the Compensation Committee and attributable to any particular RSU shall be distributed to the participant in cash or, at the sole discretion of the Compensation Committee, in shares having a fair market value equal to the amount of such dividend equivalent payments then due. Upon the vesting and settlement of RSUs that include dividend equivalents, the dividend equivalents attributable to such RSUs shall expire automatically. Unless otherwise provided in an award agreement, each other stock-based award shall include the right to receive dividend equivalents. Dividend equivalents will accumulate and be withheld until the applicable other stock-based award upon which the dividend equivalents are awarded vest (if subject to vesting) and any dividend equivalent payments that have accumulated and have been withheld by the Compensation Committee and attributable to any particular other stock-based award shall be distributed in cash or, at the sole discretion of the Compensation Committee, in shares having a fair market value equal to the amount of such dividend equivalent payments then due. Upon the vesting and settlement of other stock-based awards that include dividend equivalents, the dividend equivalents attributable to such other stock-based award shall expire automatically. The Compensation Committee may grant dividend equivalents in respect of Performance Awards (as defined in the 2019 Plan). Unless otherwise provided in an award agreement, no Performance Award shall include the right to receive dividend equivalents. Any dividend equivalents granted in respect of Performance Awards will accumulate and be withheld until the applicable Performance Awards upon which the dividend equivalents are awarded vest and any dividend equivalent payments that have accumulated and have been withheld by the Compensation Committee and attributable to any particular Performance Awards shall be distributed to the participant in cash or, at the sole discretion of the Compensation Committee, in shares having a fair market value equal to the amount of such dividend equivalent payments then due. Upon the vesting and settlement of Performance Awards that include dividend equivalents, the dividend equivalents attributable to such Performance Awards shall expire automatically. Deferred Stock The Compensation Committee may permit a participant to elect, at such times and in accordance with the rules and procedures adopted by the Compensation Committee (and in accordance with Section 409A of the Code) to receive all or any portion of such participant’s salary, bonus and/or retainer (in the case or a director), including any cash or share award (other than stock options and SARs), either in the form of a number of shares of deferred stock equal to the quotient of the amount of salary, bonus or other permissible category to be paid in the form of deferred stock divided by the fair market value of one share of common stock on the date such salary, bonus, retainer or other permissible award would otherwise be paid in cash or distributed in shares (and pursuant to such other terms and conditions as the Compensation Committee may determine). Except as otherwise provided in an award agreement, dividend equivalents will be credited on deferred stock. Deferred stock will be paid to the participant in the number of shares equal to the number of shares of deferred stock credited to the participant (with fractional shares paid in cash). The payment date will be specified in the applicable award agreement or deferral agreement (provided that such payment date is compliant with Section 409A of the Code).   |  2021 Proxy Statement    65 Back to Contents Changes in Capital Structure and Similar Events In the event of (i) any extraordinary dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of shares or other securities of JLL, issuance of warrants or other rights to acquire shares or other securities of JLL, or other similar corporate transaction or event (including a Change in Control) that affects the shares; or (ii) unusual or nonrecurring events (including a Change in Control) affecting JLL or any affiliate of JLL, or the financial statements of JLL or any affiliate of JLL, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law, such that in either case an adjustment is determined by the Compensation Committee in its sole discretion to be necessary or appropriate, then the Compensation Committee shall make any such adjustments in such manner as it may deem equitable, including adjusting the number and terms of shares subject to an award, providing for substitution or assumption of awards, and cancelling awards in connection with the 2019 Plan; provided that with respect to determinations made by the Compensation Committee in the event of a Change in Control, the discretion of the Compensation Committee is subject to the limitations provided in the 2019 Plan, as discussed below. Effect of Change in Control Generally, the 2019 Plan provides that a Change in Control (as defined in the 2019 Plan) is deemed to have occurred upon: ● the direct or indirect acquisition by any person of securities representing 30% or more of the combined voting power of our securities; ● a change of the majority of the Board during any two consecutive years, unless certain Board approval conditions are met; ● a merger, consolidation, reorganization, or business combination of us with or into any other corporation, where immediately after the transaction (i) less than 75% of the combined voting power of the voting securities is held by the holders of our voting securities immediately before such transaction or (ii) any person or group beneficially owns voting securities representing 25% or more of the combined voting power of the successor entity; ● a sale or other disposition of all or substantially all of our assets (or transaction having similar effect), to an entity where less than 75% of the combined voting power of the voting securities is held by the holders of our voting securities immediately before such transaction in substantially the same proportions as their ownership immediately prior to such transaction. ● the approval of a plan of complete liquidation or dissolution by our shareholders. The 2019 Plan provides that if a Change in Control occurs and, during the two-year period immediately following the consummation of such Change in Control, a participant incurs an involuntary termination of service without Cause (as defined in the 2019 Plan), such participant shall be entitled to the following treatment with respect to his or her awards (as applicable): (A) each option and SAR that is at the time outstanding under the 2019 Plan shall become fully vested and exercisable with respect to all shares covered thereby; (B) the restricted period shall expire and restrictions applicable to all outstanding restricted stock awards and RSUs shall lapse and such awards shall become fully vested; and (C) all outstanding performance awards for any performance period that was in effect at the date of termination of service will vest in full, calculated as to each such performance award assuming that any performance goal will have been achieved (for the entire performance period) at the target level. Notwithstanding any provision of the 2019 Plan to the contrary, following a Change in Control, the Compensation Committee shall not have any discretion to amend or modify the terms of any award that was in effect immediately prior to the Change in Control; including, without limitation, as a result of its use of the discretionary authority under Section 13(a) of the Plan as a result of the Change in Control other than as required to comply with changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law. The amendment and restatement of the 2019 Plan (i) reduced the trigger percentage required for a change in control based upon the acquisition of our voting securities from 50% or more to 30% or more and (ii) removed the general discretion previously granted to the Compensation Committee to amend awards under the 2019 Plan following a Change in Control. Clawback of Equity Awards Notwithstanding any provision in the 2019 Plan or in any award agreement to the contrary, amounts payable or to be provided under the 2019 Plan shall be subject to claw-back or disgorgement, to the extent applicable, under JLL’s compensation clawback and recoupment policies (or similar policies of general applicability), as in effect and as may be amended from time to time. Mitigation of Excise Tax A Participant's payments and benefits are reduced to the maximum amount that does not trigger an excise tax unless the Participant would be better off (on an after-tax basis) if the Participant received all payments and benefits and paid all excise and income taxes. Plan Amendment, Termination The Board has the authority to amend, suspend, or terminate the 2019 Plan provided such action does not materially and adversely affect the existing rights of any participant and, provided further, that certain amendments will require shareholder approval. The Plan will automatically terminate on the tenth anniversary of the Effective Date unless the Board terminates it sooner. U.S. Federal Tax Aspects The following is a brief summary of the current United States federal income tax consequences that generally apply with respect to awards that may be granted under the 2019 Plan and is based upon laws, regulations, rules and decisions now in effect, all of which are subject to change. The following summary is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2019 jll.com   |  2021 Proxy Statement    66 Back to Contents Plan. This summary does not describe any state, local or non-United States tax consequences, tax withholding requirements or various other rules that could apply to a particular individual or to JLL and its subsidiaries under certain circumstances (and references to JLL in this section include the applicable subsidiary, if any). This summary is not intended or written to be used (and cannot be used by any taxpayer) to avoid penalties that may be imposed on a taxpayer. Tax implications may vary due to individual circumstances. Participants should consult their personal tax advisors about the tax consequences related to awards under the 2019 Plan. Tax consequences are not guaranteed. Section 162(m) of the Code Section 162(m) of the Code imposes an annual $1,000,000 limit on the tax deduction allowable for compensation paid in any one year to each of JLL's chief executive officer, chief financial officer and certain other current and former executive officers of JLL. Nonqualified Stock Options The grant of nonqualified stock options generally should have no federal income tax consequences to JLL or the option holder. Upon the exercise of a nonqualified stock option, the option holder will recognize ordinary income equal to the excess of the fair market value of the acquired shares on the date of exercise over the exercise price paid for the shares, and JLL will be entitled to a corresponding deduction (subject to the deduction limits under Section 162(m) of the Code). In the event of the disposition of the acquired shares, any additional gain or loss generally will be taxed to the option holder as either short-term or long-term capital gain or loss depending on how long the shares were held. Incentive Stock Options The grant and exercise of ISOs generally should have no federal income tax consequences to JLL. The grant and exercise of ISOs generally have no ordinary income tax consequences to the option holder. However, upon the exercise of an ISO, the option holder treats the excess of the fair market value on the date of exercise over the exercise price as an item of tax adjustment for alternative minimum tax purposes, which may result in alternative minimum tax liability. If the option holder retains the shares acquired upon the exercise of an incentive stock option for at least two years following the grant date of the option and one year following exercise of the option, the subsequent disposition of such shares will ordinarily result in long-term capital gains or losses to the option holder equal to the difference between the amount realized on disposition of the shares and the exercise price. JLL will not be entitled to any deduction in such case. If the holding period requirements described above are not met, the option holder will recognize ordinary income upon disposition of the common stock equal to the excess of the fair market value of the shares on the date of exercise (or, if less, the sale price received on disposition of the shares) over the exercise price, and JLL will be entitled to a corresponding deduction (subject to the deduction limits under Section 162(m) of the Code). Any additional gain or loss realized by the option holder on the disposition of the shares will be taxed as short-term or long-term capital gain or loss, as applicable. Stock Appreciation Rights The grant of SARs generally has no federal income tax consequences to JLL or the recipient. Upon the exercise of SARs, the recipient will recognize ordinary income equal to the amount of cash received and the fair market value of any shares received, and JLL will be entitled to a corresponding deduction (subject to the deduction limits under Section 162(m) of the Code). Restricted Stock The recipient of restricted stock normally will recognize ordinary income when the restrictions on the restricted stock lapse (i.e., at the time the restricted shares are no longer subject to a substantial risk of forfeiture or become transferable, whichever occurs first). However, a recipient instead may elect to recognize ordinary income at the time the restricted stock is granted by making an election under Section 83(b) of the Code within 30 days after the grant date. In either case, the recipient will recognize ordinary income equal to the fair market value of such shares of stock at the time the income is recognized (reduced by the amount, if any, the recipient paid for the stock) and JLL generally will be entitled to a corresponding tax deduction (subject to limitations under Section 162(m) of the Code). If the recipient subsequently disposes of the shares, any additional gain or loss should be eligible for short-term or long-term capital gain or loss tax treatment depending on how long the shares were held after the ordinary income was recognized. If a recipient makes an “83(b) election” and then forfeits the shares, the recipient normally will not be entitled to any tax deduction or refund with respect to the tax already paid. RSUs The grant of RSUs generally should have no federal income tax consequences to JLL or the recipient. When the RSUs vest and become payable, the recipient will recognize ordinary income equal to the amount of cash received and the fair market value of any shares received. JLL generally will be allowed a federal income tax deduction equal to the same amount that the recipient recognizes as ordinary income (subject to the deduction limits under Section 162(m) of the Code). Performance Awards The grant of performance awards generally should have no federal income tax consequences to JLL or the recipient. When the performance awards vest and become payable, the recipient will recognize ordinary income equal to the amount of cash received and the fair market value of any shares received, and JLL will be entitled to a corresponding deduction (subject to the deduction limits under Section 162(m) of the Code). Deferred Stock Awards Deferred stock awards are designed to be compliant with Section 409A of the Code. The participant will generally recognize ordinary income at the time JLL settles the participant’s deferred stock account (or portion thereof). JLL will generally be allowed a federal income tax deduction equal to the same amount that the recipient receives as ordinary income (subject to the deduction limits under Section 162(m) of the Code).   |  2021 Proxy Statement    67 Back to Contents Dividend Equivalent Rights No taxable income should be recognized upon receipt of a dividend equivalent right award. A participant will recognize ordinary income in the year in which a dividend or distribution, whether in cash, securities or other property, is paid on an unrestricted basis to the participant. The amount of that income will be equal to the fair market value of the cash, securities or other property received. JLL will generally be entitled to an income tax deduction equal to the amount of the ordinary income recognized by the participant of the dividend equivalent right award at the time the dividend or distribution is paid to such participant. That deduction will generally be taken for the taxable year in which such ordinary income is recognized. Other Stock Awards The federal income tax consequences of other stock awards will depend on the form of such awards. Sections 280G and 4999 of the Code Sections 280G and 4999 of the Code impose penalties on persons who pay and persons who receive so-called excess parachute payments. A parachute payment is the value of any amount that is paid to JLL officers (or other disqualified individuals) on account of a change in control. If total parachute payments from all sources including but not limited to stock-based compensation plans — equal or exceed three times an officer’s (or other disqualified individuals’) base amount, meaning his or her five-year average taxable compensation, a portion of the parachute payments above one times the base amount will constitute an excess parachute payment. Because of Section 4999 of the Code, the officer (or other disqualified individual) must pay an excise tax equal to 20% of the total excess parachute payments. This tax is in addition to other federal, state, and local income, wage, and employment taxes imposed on the individual’s change in control payments. Moreover, because of Section 280G of the Code, the company paying the compensation is unable to deduct the excess parachute payment. Benefits to which participants are entitled under the 2019 Plan and associated award agreements could constitute parachute payments under Sections 280G and 4999 of the Code if a change in control of JLL occurs. If this happens, the value of each participant’s parachute payment arising under the 2019 Plan must be combined with other parachute payments the same participant may be entitled to receive under other agreements or plans with JLL or a related entity, such as an employment agreement or a severance agreement. Section 409A of the Code Section 409A of the Code provides requirements for certain nonqualified deferred compensation arrangements. If applicable, Section 409A of the Code also imposes penalties (including an additional 20% tax) on the recipient of deferred compensation in the event such compensation fails to comply with Section 409A of the Code. Unless otherwise provided by the Compensation Committee, awards granted under the 2019 Plan generally are intended to either comply with or meet the requirements for an exemption from Section 409A of the Code. JLL does not guarantee to any participant that the 2019 Plan or any award granted under the 2019 Plan complies with or is exempt from Section 409A of the Code, and JLL will not have any liability to, or obligation to indemnify or hold harmless any individual with respect to any tax consequences that arise from any such failure to comply with or meet an exemption under Section 409A of the Code. Plan Benefits Because benefits under the 2019 Plan will depend on the Compensation Committee’s determinations in the future, it is not possible to determine at this time the benefits that might be received by our employees, directors, consultants, or advisers if the Plan is approved. With respect to fiscal year 2020, RSUs and PSUs were granted under the 2019 Plan to JLL's NEOs as set forth in the table captioned “Grants of plan-based awards for 2020”. A total of 12,996 RSUs, having an aggregate grant date fair value of $1,742,466, and a total of 112,728 PSUs, having an aggregate grant date fair value of $12,166,290, were awarded to the NEOs as a group in fiscal 2020. With respect to fiscal year 2020, RSUs were granted to non-employee Directors and had an aggregate grant date fair value of $1,595,000. A total of 275,628 RSUs and PSUs, having an aggregate grant date fair value of $40,894,926, were awarded to employees other than executive officers with respect to fiscal year 2020. jll.com   |  2021 Proxy Statement    68 Back to Contents SharesissuableunderourequitycompensationplansatDecember31,2020 The following table provides information with respect to shares issuable under our equity compensation plans at December 31, 2020 (in thousands, except exercise price). Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))   (a) (b) (c) Equity compensation plans approved by security holders       SAIP 1,628 $137.42 1,029 ESPP n/a n/a 113 Subtotal 1,628   1,142 Equity compensation plans not approved by security holders       SAYE(1) 13 $98.19 281 Total 1,641   1,423 (1) In November 2001, we adopted the SAYE plan for eligible employees of our U.K. based operations. In November 2006, the SAYE plan was extended to employees in our Ireland operations. Under this plan, employee contributions for stock purchases are enhanced by us through an additional contribution of a 15% discount on the purchase price. Options granted under the SAYE plan vest over a period of three to five years. The original SAYE plan was not approved by shareholders since such approval was not required under applicable rules at the time of the adoption of this plan. In 2006, our shareholders approved an amendment to the SAYE plan that increased the number of shares reserved for issuance by 500,000.   |  2021 Proxy Statement    69 Back to Contents This page intentionally left blank Back to Contents Security Ownership Security ownership by Directors and management 72 Security ownership by certain other beneficial owners 73 Certain relationships and related transactions 73 Delinquent Section 16(a) reports 73   |  2021 Proxy Statement    71 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 1, 2021, 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 1, 2021, there were 45,490,35551,306.200 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 1, 2021. It also includes shares the receipt of which certain of our Directors have deferred under a deferred compensation program described above under “Director Compensation.“Non-employee Director compensation.” The table does not include unvested restricted stock unitsRSUs issued under the existing Stock Award and Incentive PlanPlans unless they vest within 60 days after March 15, 2018,April 1, 2021, 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 17,626 * Matthew Carter, Jr. 840 * Samuel A. Di Piazza, Jr. 5,162 10,642 * Dame DeAnne Julius Tina Ju 10,778 0 * Ming Lu(3) 10,397 13,924 * Bridget Macaskill 756 4,198 * Deborah H. McAneny 10,471 * Siddharth (Bobby) Mehta 483 * Martin H. Nesbitt(3) 35 3,688 * Jeetendra (Jeetu) I. Patel 571 * Sheila A. Penrose(2) 47,102 51,048 * Ann Marie Petach 968 4,621 * Shailesh Rao Christian Ulbrich 3,180 78,586 * Christian Ulbrich Named Executive Officers: 46,293 * Richard Bloxam(3) Karen Brennan 10,422 3,314 * Yishai Lerner 7,827 * Jeff A. Jacobson(4) 52,034 43,640 * Christie B. Kelly Mihir Shah 16,298 7,827 * Gregory P. O’Brien Stephanie Plaines(5) 25,334 425 * All Directors, Director nominees and executive officers as a group (19(25 persons) 285,236 318,940 * * * 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. Penrose1934 Act, which may result in a number that is different from the beneficial ownership number reported in forms filed pursuant to Section 16. (3) Each of Ming Lu and Martin Nesbitt is stepping down as trustee fora Director when his term ends at the Sheila A. Penrose trust. 2021 Annual Meeting. (3) 7,500 of the shares listed are held by Anne E. Bloxam, Mr. Bloxam's spouse. (4) 27,399 9,686 of the shares listed are held by Mr. Jacobson as trustee of the Jeff A. Jacobson 1996 Trust and 25,00023,000 of the shares listed are held by Mr. Jacobson as beneficiary of the Marian S. Jacobson 1996 Trust. (5) Ownership at July 15, 2020, as of the last date Ms. Plaines was an NEO.   jll.com   |  2021 Proxy Statement Page | 5772 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, 2017.2020. Names of Beneficial Owners Shares of Common Stock Beneficially Owned Number Percent of Class (%) The Vanguard Group(1) 7,099,197 13.84% Vulcan Value Partners, LLC(2) 4,944,553 9.64% Generation Investment Management LLP(3) 4,877,507 9.5% BlackRock, Inc.(4) 4,604,756 9.0% Cohen & Steers, Inc.(5) 2,809,998 5.48% (1) Based solely on information in a Schedule 13G/A filed on February 10, 2021 by The Vanguard Group. The Vanguard Group has shared voting power with regard to 33,733 shares, sole dispositive power with regard to 7,023,696 shares, and shared dispositive power with regard 75,501 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 16, 2021 by Vulcan Value Partners, LLC. Vulcan Value Partners, LLC has sole voting power with regard to 4,885,048 shares and sole dispositive power with regard to 4,944,553 shares. The address of Vulcan Value Partners, LLC is Three Protective Center, 2801 Highway 280 South Suite 300, Birmingham, AL 35223. (3) Based solely on information in a Schedule 13G/A filed on February 16, 2021 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 LLP has sole voting and dispositive power with regard to 35,473 shares and shared voting and dispositive power with regard to 4,842,034 shares. Generation Investment Management US LLP has shared voting and dispositive power with regard to 2,376,337 shares. Generation IM Fund plc has shared voting and dispositive power with regard to 1,448,666 shares. Generation IM Global Equity Fund LLC has shared voting and dispositive power with regard to 1,236,334 shares. The address of Generation Investment Management LLP is 20 Air Street, 7th Floor, London W1B 5AN, United Kingdom. (4) Based solely on information in a Schedule 13G/A filed on January 29, 2021 by BlackRock, Inc. BlackRock has sole voting power with regard to 4,393,582 shares and sole dispositive power with regard to 4,604,756 shares. The address of BlackRock, Inc. is 55 East 52nd St., New York, NY 10055. (5) Based solely on information in a Schedule 13G filed on February 16, 2021 by Cohen & Steers, Inc., together with its affiliates, Cohen & Steers Capital Management Inc. and Cohen & Steers UK Limited. Cohen & Steers, Inc. has sole voting power with regard to 2,441,269 shares and sole dispositive power with regard to 2,809,998 shares. Cohen & Steers Capital Management Inc has sole voting power with regard to 2,438,585 shares and sole dispositive power with regard to 2,804,590 shares. Cohen & Steers UK Limited has sole voting power with regard to 2,684 shares and sole dispositive power with regard to 5,408 shares. The address of Cohen & Steers, Inc. is 280 Park Avenue, 10th Floor, New York, NY 10017. Certain relationships and related transactions   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% (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, certainSince January 1, 2020, 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 JLL’s common stock, or an immediate family member of any such person that are required to be described pursuant to Item 404(a) of SEC Regulation S-K. Delinquent Section 16(a) reports Under U.S. securities laws, directors, certain officers and persons holding more than 10% of our Common Stock. Generation Investment Management LLP In 2017, JLL provided brokerage servicescommon stock must report their initial ownership of our common stock and any changes in their ownership to Generation Investment Management LLPthe SEC. The SEC has designated specific due dates for these reports, and we must identify in this Proxy Statement those persons who did not file these reports when due. Based solely on our review of copies of the ordinary coursereports filed with the SEC and the written representations of businessour directors and executive officers, we believe that all reporting requirements for fiscal year 2020 were complied with customary consideration receivedby each person who at any time during the 2020 fiscal year was a director or an executive officer or held more than 10% of our common stock, except for the following: Mr. Bagué and Mr. Di Piazza each filed a late Form 4 to reporting one transaction. The late filings were due to an issue involving the software utilized by the Company in exchange for such services into make Section 16(a) filings, but each of these reports was filed one business day late on October 5, 2020 once the aggregate amount of $382,500.issue was resolved.     |  2021 Proxy Statement    BlackRock, Inc.73 Back to Contents This page intentionally left blank Back to Contents Audit Matters Proposal 4 – Ratification of appointment of independent registered public accounting firm 76 Information about our independent registered public accounting firm 76 Audit and non-audit fees 76 Pre-approval of audit and permitted non-audit services of the independent registered public accounting firm 77 Audit committee report 77   |  2021 Proxy Statement    75 Back to Contents Proposal 4 – 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 2021, 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 2021 for any reason.   In 2017, JLL provided brokerage and capital markets services to BlackRock, Inc. and/or its affiliates inThe Board recommends you vote FOR ratification of the ordinary courseappointment of business with customary consideration received by the Company in exchangeKPMG LLP as JLL’s independent registered public accounting firm for such services in the aggregate amount of $15,820,713.2021.   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. Proxy Statement Page | 59 INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 2021 Annual Meeting online and may make a statement. Such representatives will be available to respond to appropriate questions. Such representatives will have the opportunity to make a statement at the Annual Meeting if they desire to do so. Audit and Non-Audit Fees non-audit fees The following table presents fees for the professional services that KPMG LLP rendered for the audit of the Company’sJLL’s annual financial statements (including auditing the Company’sour internal controls over financial reporting for purposes of Section 404 of the Sarbanes-Oxley Act of 2002), audit relatedaudit-related fees, tax fees, and fees billed for other services during 20172020 and 2016 (the fees shown are in thousands (000’s)).2019. 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 $9,048 Fees for the Year Ended on December 31 2020 ($ in thousands) 2019 ($ in thousands) Audit fees $6,865 $8,833 Audit-related fees $1,510 $1,280 Tax fees $145 $139 All other fees $0 $0 Total $8,521 $10,252   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.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 2019 or 2020.   jll.com   |  2021 Proxy Statement    76 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 2017,2020, 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, 20172020, 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, 2017,2020, which has been filed with the SEC.   The Audit Committee Ann Marie Petach (Chairman) Matthew Carter, Jr. Bridget Macaskill Siddharth N. Mehta Martin H. Nesbitt Sheila A. Penrose Jeetendra I. Patel   Proxy Statement Page | 61   |  2021 Proxy Statement    77 Back to Contents This page intentionally left blank Back to Contents   Additional Information THREE PROPOSALS TO BE VOTED UPON AT THE ANNUAL MEETING Questions and answers about our 2021 Annual Meeting and voting 80 Why am I receiving these materials? 80 What items of business will be voted on at the 2021 Annual Meeting and what is the voting requirement for each? 80 How many shares must be present or represented to conduct business at the 2021 Annual Meeting? 81 What will I need to attend the 2021 Annual Meeting? 81 How can I vote my shares in the 2021 Annual Meeting? 81 How can I vote my shares without attending the 2021 Annual Meeting? 81 What shares may I vote? 81 May I change my vote or revoke my proxy? 82 What happens if I sign my proxy card but do not give specific voting instructions? 82 What happens if a Director does not receive a majority of the votes cast? 82 Why is JLL making these materials available over the Internet rather than mailing them? 82 How can I have printed copies of the proxy materials mailed to me? 82 What is householding? 83 Why did I receive more than one set of voting materials? 83 Where can I find the voting results of the 2021 Annual Meeting? 83 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? 83 Who will pay the cost of this proxy solicitation? 83   Proposal 1  |  2021 Proxy Statement    79 Back to Contents Questions and answers about our 2021 Annual Meeting and voting When Virtual Meeting Record Date Thursday, May 27, 2021 9:00 a.m., Central Time Via live audio webcast at www.virtualshareholder meeting.com/JLL2021 Shareholders as of April 1, 2021 are entitled to vote Virtual meeting format Due to COVID-19-related public health restrictions and for the safety and well-being of our shareholders, employees, directors and officers, the 2021 Annual Meeting will be conducted online through a live audio webcast. The accompanying Proxy Statement contains information about participating in the 2021 Annual Meeting online. You will not be able to attend the 2021 Annual Meeting physically in person.   ElectionWhy am I receiving these materials? The Board has made these materials available to you over the Internet or has delivered printed versions of Ten Directors Our Nominating and Governance Committee has nominated ten Directorsthese materials to you by mail, in connection with the Board’s solicitation of proxies for electionuse at this year’sour 2021 Annual Meeting. AllMeeting 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 Petach Samuel A. Di Piazza, Jr. Bridget Macaskill Shailesh Rao Dame DeAnne Julius Martin H. Nesbitt Christian Ulbrich Sheila A. Penrose If elected, these Directors will serve one-year terms until JLL’sShareholders. The 2021 Annual Meeting of Shareholders in 2019 and until their successors are duly elected and qualified,is scheduled to be held Thursday, May 27, 2021, at 9:00 a.m., Central Time, via live audio webcast through the link set out at the top of this page. You will need the 16- digit control number provided on the Notice of Internet Availability of Proxy Materials or until their earlier death, resignation, retirement, disqualification,your proxy card (if applicable). This solicitation is for proxies for use at the 2021 Annual Meeting or removal.at any reconvened meeting after an adjournment or postponement of the 2021 Annual Meeting.   AtWhat items of business will be voted on at the 2021 Annual Meeting and what is the voting requirement for each? The table below details information regarding the proposals to be voted on at the 2021 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 eleven 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: Approval of the Amended and Restated 2019 Stock Award and Incentive Plan For, Against or Abstain FOR Majority of votes cast Treated as votes against pursuant to NYSE rules No effect Proposal 4: Ratification of appointment of KPMG LLP as JLL’s independent registered public accounting firm for the year ending December 31, 2021 For, Against or Abstain FOR Majority of votes cast No effect N/A: brokers have discretion to vote without instructions * See “WhathappensifIsignmyproxycardbutdonotgivespecificvotinginstructions?”foranexplanationoftheterm“broker non-vote.” jll.com   |  2021 Proxy Statement    80 Back to Contents How many shares must be present or represented to conduct business at the 2021 Annual Meeting? We will have a quorum to hold the 2021 Annual Meeting and transact business if holders of a majority of shares of our common stock that are issued and outstanding and entitled to vote are present or represented by proxy. What will I need to attend the 2021 Annual Meeting? You are entitled to attend the virtual 2021 Annual Meeting online only if you were a shareholder of record at the close of business on Friday, April 1, 2021—the Record Date— or you hold a valid proxy for the 2021 Annual Meeting. You may attend the 2021 Annual Meeting, vote, and submit a question during the 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/JLL2021 and using your 16 digit control number to enter the meeting. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual 2021 Annual Meeting. The recording, distribution or reproduction of the 2021 Annual Meeting, or any portion of the 2021 Annual Meeting, for any reason is strictly prohibited. How can I vote my shares in the 2021 Annual Meeting? Our 2021 Annual Meeting will be held entirely online. Shareholders may participate in the 2021 Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/JLL2021. To participate in the 2021 Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record at the close of business on Friday, April 1, 2021—the Record Date— may be voted electronically during the 2021 Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record as of the Record Date also may be voted electronically during the 2021 Annual Meeting. However, even if you plan to attend the 2021 Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the 2021 Annual Meeting. How can I vote my shares without attending the 2021 Annual Meeting? To vote your shares without attending the meeting, please follow the instructions for Internet or telephone voting on the Notice of Internet Availability of Proxy Materials. If you request printed copies of the proxy materials by mail, you may also vote by signing and submitting your proxy card and returning it by mail, if you are the shareholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the shareholder of record. This way your shares will be represented whether or not you are able to attend the meeting. What shares may I vote? Only shareholders of record of JLL’s common stock at the close of business on the Record Date are entitled to notice of, and to vote at, the 2021 Annual Meeting. To determine whether a quorum is present at the 2021 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 51,306,200 voting shares of common stock outstanding.   |  2021 Proxy Statement    81 Back to Contents May I change my vote or revoke my proxy? You may change your vote at any time prior to the vote at the 2021 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 ● If you are a registered shareholder or hold a proxy from a registered shareholder (and meet other requirements as described in “What will I need to attend the ten nominees listed above2021 Annual Meeting?” above), you may attend the 2021 Annual Meeting online and vote electronically through the virtual meeting platform. A written notice of revocation must be sent to our Corporate Secretary at our principal executive office. Attendance at the 2021 Annual Meeting online 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 2021 Annual Meeting online and voting on the virtual meeting platform, but only if you have a legal proxy from your broker, trustee, or nominee giving you the right to vote your shares. What happens if I sign my proxy card but do not give specific voting instructions? If you hold shares in your own name and you submit a proxy without giving specific voting instructions, the proxy specifies otherwise. Proxies may not be voted for more than ten nominees for Director. Whileholders will vote your shares in the Board does not anticipate that any of the nominees will be unable to stand for election as a Director at the 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 20182021 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 2018.2021. 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 19.   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 of Proxy Materials explains how to access and review our proxy materials online and how to access your proxy card to vote your shares. How can I have printed copies of the proxy materials mailed to me? If you received a Notice of Internet Availability by mail and you would prefer to receive a printed copy of our proxy materials, including a paper proxy card, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. jll.com   |  2021 Proxy Statement    82 Back to Contents 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 of Proxy Materials. Please vote each proxy you receive, since each one represents different shares that you own. Where can I find the voting results of the 2021 Annual Meeting? We intend to announce preliminary voting results at the 2021 Annual Meeting and then disclose the final results in a Form 8-K filing with the SEC within four business days after the 2021 Annual Meeting. What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors? Shareholder proposals intended to be presented at the annual meeting in 2022 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 17, 2021. 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 27, 2022 and February 26, 2022. In addition, any shareholder intending to nominate a candidate for election to the Board at the annual meeting in 2022 must give timely written notice to our Corporate Secretary at our principal executive office between January 27, 2022 and February 26, 2022. 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 17, 2021 and December 17, 2021. 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.   Proxy Statement Page | 66   |  2021 Proxy Statement    83 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 86 Non-GAAP financial measures 86 Adjustments to GAAP financial measures used to calculate non-GAAP financial measures 86 Reconciliation of non-GAAP financial measures 87 Reconciliation of AIP financial measures 88 Annex B Pay ratio excluded employees 89 Annex C Amended and Restated 2019 Stock Award and Incentive Plan 90 1. Purpose 90 2. Definitions 90 3. Effective Date; Duration 95 4. Administration 95 5. Shares Subject to the Plan; Grant of Awards; Limitations 95 6. Eligibility 96 7. Options 97 8. Stock Appreciation Rights 98 9. Restricted Stock and Restricted Stock Units 99 10. Other Stock-Based Awards 100 11. Performance Awards 100 12. Deferred Stock 100 13. Changes in Capital Structure and Similar Events 101 14. Amendments and Termination 103 15. General 103   The Company  |  2021 Proxy Statement    85 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 and subcontractorthird-party vendors and subcontractors and are indirectly reimbursed through the fees the Company receives. 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 equal amount of corresponding fees in Revenue and Operating expenses. We generally earn little to no margin onbefore reimbursements. Consistent with the reimbursementtreatment of gross contract costs, obtaining reimbursement only for costs incurred. Excludingdirectly reimbursed expenses, excluding gross contract costs from both RevenueFee revenue and OperatingFee-based operating expenses more accurately reflects how we manage ourthe company manages its 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 changes to the to the provisional amounts recorded in 2017 for the transition tax on the deemed repatriated earnings of foreign subsidiaries and the remeasurement of U.S. deferred tax assets. 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 an eight-year period. 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, transaction 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   |  2021 Proxy Statement    86 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 property management business in continental Europe. Given the low frequency of business disposals by the company 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. ($ in millions) Year Ended December 31, 2020   2019 Revenue   $16,589.9   $17,938.2   Reimbursements   (7,689.8 ) (7,952.6 ) Revenue before reimbursements   8,900.1   10,030.6   Gross contract costs   (2,703.2 ) (2,870.2 ) Net non-cash MSR and mortgage banking derivative activity   (66.6 ) (21.2 ) Fee revenue   $6,130.3   $7,139.2   Operating expenses   $16,030.8   $17,267.8   Reimbursed expenses   (7,689.8 ) (7,952.6 ) Gross contract costs   (2,703.2 ) (2,870.2 ) Fee-based operating expenses   $5,637.8   $6,445.0       Year Ended December 31,   ($ in millions)   2017     2016   Revenue   $ 7,932.4       6,803.8   Adjustments:                 Gross contract costs     (1,220.6 )     (1,023.5 ) Net non-cash MSR and mortgage banking derivative activity     (15.7 )     (23.5 ) Fee revenue   $ 6,696.1       5,756.8                     Operating expenses   $ 7,395.5       6,363.2   Less: Gross contract costs     (1,220.6 )     (1,023.5 ) Fee-based operating expenses   $ 6,174.9       5,339.7                     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.and fee-revenue basis).   Year Ended December 31,   ($ in millions) Year Ended December 31, 2020   2017     2016   2020   2019   Net income attributable to common shareholders   $ 253.8       317.8     $402.5   $534.4   Add:                           Interest expense, net of interest income     56.2       45.3     52.8   56.4   Provision for income taxes     267.8       108.0     106.9   159.7   Depreciation and amortization     167.2       141.8     226.4   202.4   EBITDA   $ 745.0       612.9     $788.6   $952.9   Adjustments:                           Restructuring and acquisition charges     30.7       68.5     142.4   184.4   Gain on disposition   (4.8 ) —   Net non-cash MSR and mortgage banking derivative activity     (15.7 )     (23.5 )   (66.6 ) 21.2   Adjusted EBITDA   $ 760.0       657.9     $859.9   $1,116.1                   Net income margin attributable to common shareholders     3.2 %     4.7     4.5 % 5.3 %                 Adjusted EBITDA margin     11.1 %     11.4     13.9 % 15.6 %     |  2021 Proxy Statement    Operating Results - Local Currency87 Back to Contents Below is a reconciliation of Net income attributable to common shareholders to Adjusted net income attributable to common shareholders and the components of adjusted diluted earnings per share. ($ in millions, except per share data) Year Ended December 31,   2020     2019 Net income attributable to common shareholders   $402.5   $534.4   Diluted shares (in thousands)   52,282   49,154   Diluted earnings per share   $7.70   $10.87   Net income attributable to common shareholders   $402.5   $534.4   Adjustments:           Restructuring and acquisition charges   142.4   184.4   Net non-cash MSR and mortgage banking derivative activity   (66.6 ) (21.2 ) Amortization of acquisition-related intangibles   57.1   44.8   Gain on disposition   (4.8 ) —   Change in estimated liability   —   (4.3 ) Tax impact of adjusted items   (35.9 ) (45.6 ) Adjusted net income attributable to common shareholders   $494.7   $692.5   Diluted shares (in thousands)   52,282   49,154   Adjusted diluted earnings per share   $9.46   $14.09     In discussing our operating results, unless otherwise noted, we report percentage changes and Adjusted EBITDA margins in local currency. Such amounts presented on a local currency basis are calculated by translating the current period resultsReconciliation of our foreign operations to U.S. dollars using the foreign currency exchange rates from the comparative period. We believe this methodology provides a framework for assessing our performance and operations excluding the effect of foreign currency fluctuations. Because Proxy Statement A-2 amounts presented on a local currency basis are not calculated under U.S. GAAP, they may not be comparable to similarly titledAIP financial measures used by other companies. The following table reflects the reconciliation to local currency amounts for consolidated revenue, consolidated fee revenue, consolidated operating income, and consolidated Adjusted EBITDA.     Year Ended December 31,   ($ 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, 20172020 Net income attributable to common shareholders $402.5 253.8 Add: Interest expense, net of interest income 52.8 56.2 Provision for income taxes 106.9 267.8 Depreciation and amortization 226.4 167.2 EBITDA $788.6 745.0 Adjustments: Qualifying restructuring and acquisition charges(1) (14.8 3.5 ) Net non-cash MSR and mortgage banking derivative activity (66.6 (15.7 ) AIP Adjusted EBITDA 732.8   $707.2 (1) Represents the portion of the $30.7$142.4 million total Restructuring and acquisition charges for the year ended December 31, 20172020, which the Compensation Committee adds back in the calculation.   jll.com   |  2021 Proxy Statement A-388 Back to Contents Annex B Pay ratio excluded employees Country Number of Employees Argentina 262 Bangladesh 22 Indonesia 417 Macao SAR, China 131 Pakistan 8 Panama 21 Peru 31 Philippines 1,429 Romania 76 Sri Lanka 133 Taiwan 496 Turkey 349 Uruguay 7 Venezuela 12 Vietnam 431     |  2021 Proxy Statement    89 Back to Contents Annex C Amended and Restated 2019 Stock Award and Incentive Plan Original Effective Date: May 29, 2019 Amended and Restated Effective Date: May 27, 2021 The Jones Lang LaSalle Incorporated 2019 Stock Award and Incentive Plan (the “Plan”) was initially adopted by the Board of Directors of Jones Lang LaSalle Incorporated (the “Company”) and approved by the shareholders on May 29, 2019 (“OriginalEffectiveDate”). The Plan has been amended and restated as set forth herein by the Company’s Board of Directors, subject to approval by the shareholders on May 27, 2021. The purposes of amending and restating the Plan are to (a) authorize additional Common Stock for Awards under the Plan, (b) amend certain provisions, including the Change in Control definition, to align the Plan with certain change in control agreements signed by our executives; (c) remove the discretion previously granted to the Compensation Committee to amend awards under the 2019 Plan following a Change in Control and (d) otherwise meet current needs. The Plan shall remain in effect until the earliest of (i) the date that no additional Common Stock is available for issuance under the Plan or (ii) the date that the Plan has been terminated in accordance with Article 14. The Company has previously established a 2017 Stock Award and Incentive Plan (the “FormerPlan”). The Former Plan was authorized by the Company’s Board of Directors and approved by the Company’s shareholders. Since the Original Effective Date, no awards have been made under the Former Plan. The Former Plan shall remain in effect for so long as awards thereunder remain outstanding. All awards granted pursuant to an Award Agreement under, and elections made pursuant to, the Former Plan prior to the Effective Date shall remain in full force and effect in accordance with their terms and shall be administered in accordance with the terms and conditions of the Former Plan, as applicable. 1. Purpose The purpose of the Plan is to provide a means through which the Company or its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company or its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Stock, to motivate such persons to achieve long-term Company goals and to more closely align their interests with those of the Company’s shareholders. Unless and until approved by the shareholders of Jones Lang LaSalle Incorporated, no shares of Common Stock shall be issued and no cash payments shall be made under the Plan. 2. Definitions The following definitions shall be applicable throughout the Plan: (a) “Affiliate” means (i) any direct or indirect Subsidiary of the Company or (ii) any other entity that, at the time of granting of an Award, is controlled by the Company and in which the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock (or equivalent equity-type security) of such entity; provided, that, with respect to Incentive Stock Options, the term shall only mean “subsidiary corporation” as defined in Section 424(f) of the Code; further, provided, that, with respect to the award of any “stock right” within the meaning of Section 409A of the Code, such affiliate must qualify as a “service recipient” within the meaning of Section 409A of the Code, to the extent applicable, and in applying Section 1563(a)(1), (2) and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, the language “at least 50 percent” (or, where legitimate business criteria exist as determined by the Committee, “at least 20 percent”) is used instead of “at least 80 percent.” (b) “Award” means, individually or collectively, any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Other Stock-Based Award, Dividend Equivalent Award, Deferred Stock Award, or Performance Award granted under the Plan. (c) “AwardAgreement” means any written agreement, contract or other instrument or document evidencing an Award. (d) “Board” means the Board of Directors of the Company. (e) “Cause” means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting agreement or similar services agreement between the Participant and the Company or an Affiliate in effect at the time of such termination, or (ii) in the absence of any such employment, consulting or similar services agreement (or the absence of any definition of   jll.com   |  2021 Proxy Statement    90 Back to Contents “Cause” contained therein), the definition established for such term in an Award Agreement for such Award. Any determination of whether Cause exists shall be made by the Committee in its sole discretion. (f) “ChangeinControl” means a change in control of the Company which will be deemed to have occurred if: (i) any “person,” as such term is used in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (A) the Company or any of its subsidiaries, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Stock, or (E) any person or group as used in Rule 13d-1(b) under the Exchange Act, is or becomes the Beneficial Owner, as such term is defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company (not including the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 30% or more of the combined voting power of the Company’s then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than (A) a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this Section 2(g) or (B) other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds ( 2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 75% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 25% or more of the combined voting power of the Company’s then outstanding securities; or (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect) other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 75% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. Notwithstanding anything herein to the contrary, in any circumstance in which the definition of “Change in Control” under this Plan would otherwise be operative and with respect to which the additional tax under Section 409A of the Code would apply or be imposed, but where such tax would not apply or be imposed if the meaning of the term “Change in Control” met the requirements of Section 409A(a)(2)(A)(v) of the Code, then the term “Change in Control” herein shall mean, but only for the transaction, event or circumstance so affected and the item of income with respect to which the additional tax under Section 409A of the Code would otherwise be imposed, a transaction, event or circumstance that is both (x) described in the preceding provisions of this definition, and (y) a “change in control event” within the meaning of Treasury Regulations Section 1.409A-3(i) (5). (g) “Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other binding interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.   |  2021 Proxy Statement    91 Back to Contents (h) “Committee” means the Compensation Committee of the Board, as constituted from time to time, or a subcommittee thereof appointed for purposes of the Plan, or if no such committee or subcommittee shall be in existence at any relevant time, the term “Committee” for purposes of the Plan shall mean the Board; provided, however, thatduring any time that the Common Stock is publicly traded, the Committee shall be a committee of the Board consisting solely of two or more Eligible Directors as necessary in each case to satisfy the requirements of Rule 16b-3 under the Exchange Act with respect to Awards granted under the Plan; provided, further, that, if the Committee includes individuals who are not Eligible Directors then, to the extent permitted under applicable law and with respect to determinations made or to be made by it which are not otherwise delegated pursuant to the Plan, the Committee shall be deemed a subcommittee of only those individuals that constitute Eligible Directors, and those individuals who are not Eligible Directors shall be deemed excluded from the Committee. (i) “CommonStock” means the Common Stock of the Company, par value $0.01 per share (and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged). (j “Company” means Jones Lang LaSalle Incorporated, a corporation organized under the laws of the State of Maryland, or any successor corporation. (k) “Data” has the meaning set forth in Section 15(z). (l) “DateofGrant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization; provided, for purposes of Sections 422 and 409A of the Code, as applicable, Date of Grant shall mean the date of grant determined in accordance with the requirements of Sections 422 and 409A of the Code, as applicable. (m) “DeferralAccount” has the meaning set forth in Section 12(d). (n) “DeferralElection” has the meaning set forth in Section 12(c). (o) “DeferredCompensationAward” means an Award that is subject to Code Section 409A. (p) “DeferredStock” means a right to receive payment in the form of shares of Common Stock (or measured by the value of shares) at the end of a specified deferral period. (q) “Disability” or “TotalandPermanentDisability” means (except as otherwise expressly provided in the Participant’s Award Agreement or, in the case of an Incentive Stock Option, in which case Disability shall have the definition in Section 22(e)(3) of the Code) a disability qualifying the Participant to receive benefits under the applicable total and permanent disability income plan provided by the Company or the subsidiary of the Company which employs the Participant. Notwithstanding anything herein to the contrary, in any circumstance in which the definition of “Disability” under this Plan would otherwise be operative and with respect to which the additional tax under Section 409A of the Code would apply or be imposed, but where such tax would not apply or be imposed if the meaning of the term “Disability” met the requirements of Section 409A(a)(2)(A)(ii) of the Code, then the term “Disability” herein shall mean, but only for the circumstances so affected and the item of income with respect to which the additional tax under Section 409A of the Code would otherwise be imposed, a “disability” within the meaning of Treasury Regulations Section 1.409A-3(i)(4). (r) “DividendEquivalent” means any right in respect of an Award to receive payments equal to dividends or property, if and when paid or distributed or, as applicable, following a period of vesting or restriction in accordance with the terms of the Plan, on shares of Common Stock. (s) “EffectiveDate” means the date the Plan is approved by shareholders. (t) “EligibleDirector” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. (u) “EligiblePerson” means any (i) individual employed by the Company or an Affiliate; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate; or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment, consultancy or service from the Company or any of its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing services to the Company or its Affiliates). (v) “ExchangeAct” means the Securities Exchange Act of 1934, as amended, and any reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance. (w) “ExercisePrice” has the meaning given such term in Section 7(b) of the Plan. (x) “FairMarketValue” means, as of any date, the fair market value of Common Stock or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee in good faith or otherwise permitted by the Plan (including with respect to Substitute Awards), the closing price of a share of Common Stock as reported on the principal securities exchange or market on which the Common Stock is then listed or principally traded. If the relevant date does not fall on a day on which the Common Stock has traded on such securities exchange or market, the date on which the Fair Market Value shall be established shall be the last day on which the Common Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee in its discretion. To the extent applicable as determined by the Committee, Fair Market Value will be determined in accordance with Code Section 409A. (y) “FormerPlan” has the meaning ascribed it in the preamble hereto. jll.com   |  2021 Proxy Statement    92 Back to Contents (z) “ImmediateFamilyMembers” has the meaning set forth in Section 15(b). (aa) “IncentiveStockOption” means an Option that is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan and Section 422 of the Code. (bb) “NonqualifiedStockOption” means an Option that is not designated by the Committee, or which does not qualify, as an Incentive Stock Option. (cc) “Officer” means a person who is an “officer” of the Company or any Affiliate within the meaning of Section 16 of the Exchange Act (whether or not the Company is subject to the requirements of the Exchange Act). (dd) “Option” means an Award granted under Section 7 of the Plan. (ee) “OptionPeriod” has the meaning given such term in Section 7(c) of the Plan. (ff) “OtherStock-BasedAward” means an Award granted under Section 10 of the Plan. (gg) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6 of the Plan. (hh) “PerformanceAward” means an Award granted under this Plan subject to Section 11 of the Plan. (ii) “PermittedTransferee” has the meaning set forth in Section 15(b) of the Plan. (jj) “Person” means any individual or entity, including a corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust, unincorporated association, government or governmental agency or authority. (kk) “Plan” means this Jones Lang LaSalle Incorporated Amended and Restated 2019 Stock Award and Incentive Plan, as further amended from time to time. (ll) “RestrictedPeriod” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned. (mm) “RestrictedStockUnit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to certain restrictions (including a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan. (nn) “RestrictedStock” means shares of Common Stock, subject to certain specified restrictions (including a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan. (oo) “Retirement” means, in each of the cases set forth below, the following: (i) GrantsOnorAftertheEffectiveDatetoEmployeesHiredPriortoJanuary1,2015. Effective for all Awards made on or after the Effective Date to Participants who were hired prior to January 1, 2015, the standard definition of “Retirement” for purposes of each such Award shall mean the termination of employment when any one of the following conditions has been met: (A) For such Participants who were 52 years old on January 1, 2015, (1) being at least fifty-five (55) years old with at least ten (10) years of service to the Company and its Affiliates, (2) being at least fifty-five (55) years old and having any combination of age plus years of service to the Company and its Affiliates equal to at least sixty-five (65) or (3) attainment of the statutory retirement age as defined within the country of the Participant’s residence or citizenship, as applicable.   |  2021 Proxy Statement    93 Back to Contents (B) For such Participants who were 48 years old or older but younger than 52 years old on January 1, 2015, (1) being at least fifty-seven (57) years old with at least eight (8) years of service to the Company and its Affiliates, (2) being at least fifty-seven (57) years old and having any combination of age plus years of service to the Company and its Affiliates equal to at least sixty-five (65) or (3) attainment of the statutory retirement age as defined within the country of the Participant’s residence or citizenship, as applicable. (C) For such Participants who were younger than 48 years old on January 1, 2015, (1) being at least sixty (60) years old with at least five (5) years of service to the Company and its Affiliates, (2) being at least sixty (60) years old and having any combination of age plus years of service to the Company and its Affiliates equal to at least sixty-five (65) or (3) attainment of the statutory retirement age as defined within the country of the Participant’s residence or citizenship, as applicable. (ii) GrantsOnorAftertheEffectiveDatetoEmployeesHiredOnorAfterJanuary1,2015. Effective for all Awards made to Participants hired on or after January 1, 2015, the standard definition of “Retirement” for purposes of each such Award shall mean the termination of employment when any one of the following conditions has been met: (1) being at least sixty (60) years old with at least five (5) years of service to the Company and its Affiliates, (2) being at least sixty (60) years old and having any combination of age plus years of service to the Company and its Affiliates equal to at least sixty-five (65) or (3) attainment of the statutory retirement age as defined within the country of the Participant’s residence or citizenship, as applicable. In the case of a Participant who was previously employed by the Company and was re-hired on or after January 1, 2015, prior service will be recognized and he or she will be covered by clause (i) above depending on his or her age on January 1, 2015. In the case of a Participant who becomes employed by the Company as the result of a merger or acquisition, the definition of “Retirement” shall be governed by the applicable contractual documentation related to the transaction, but in the absence thereof then prior service will be recognized and he or she will be covered by clause (i) above depending on his or her age on January 1, 2015. In addition, in the cases of each of clauses (i) and (ii) above, (1) the Company or the Committee may in its discretion impose on a Participant additional conditions regarding non-competition and non-solicitation of clients and employees in order for the Participant to realize the benefits relating to a qualified Retirement for purposes of the Plan and (2) the Board may in its discretion modify the terms of specific Awards, to be reflected in the respective Award Agreements related to such Awards, so as to impose a different definition of “Retirement” from that which is set forth in the Plan. (pp) “SARPeriod” has the meaning given such term in Section 8(c) of the Plan. (qq) “SecuritiesAct” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities Act shall be deemed to include any rules, regulations, or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations, or guidance. (rr) “StockAppreciationRight” or “SAR” means an Award granted under Section 8 of the Plan. (ss) “StrikePrice” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option; or (ii) in the case of a SAR granted independent of an Option, an amount not less than the Fair Market Value on the Date of Grant. (tt) “Subsidiary” means, with respect to any specified Person: (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares or any equivalent equity-type ownership (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (2) any partnership or limited liability company (or any comparable foreign entity) (a) the sole general partner (or functional equivalent thereof) or the managing general partner of which is such Person and/or a Subsidiary of such Person; or (b) the only general partners (or functional equivalents thereof) of which are that Person and/or one or more Subsidiaries of that Person (or any combination thereof). (uu) “SubstituteAward” has the meaning given such term in Section 5(e). (vv) “TerminationofService” means, with respect to Deferred Compensation Awards, a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), or, with respect to any other Award, means (i) a Participant is no longer providing services to the Company or an Affiliate as an officer, employee, director, advisor or consultant or (ii) with respect to an individual who is an officer, employee or consultant to an Affiliate, such entity ceases to be an Affiliate of the Company and such individual is not providing services to the Company or another Affiliate; provided, however, that the Committee shall have the discretion to determine whether or when a Participant who terminates services as an employee, but continues to provide services in the capacity of an officer, consultant, advisor or director immediately following such termination, has incurred a Termination of Service. (ww) “TotalPayment” has the meaning given such term in Section 15(aa). jll.com   |  2021 Proxy Statement    94 Back to Contents 3. Effective Date; Duration The Plan shall be effective as of the Effective Date. Unless sooner terminated by the Board in accordance with Section 14 hereof, the expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth (10th) anniversary of the Effective Date; provided, however, thatsuch expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards. 4. Administration (a) Generally. The Committee shall administer the Plan. If a Committee member shall fail to qualify as an Eligible Director, such failure shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan, unless invalidation is required by applicable law or securities exchange requirement. Unless otherwise expressly provided in the applicable charter or bylaws, the acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee. (b) CommitteeAuthority. Subject to the provisions of the Plan (including as to delegation of authority) and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with Awards; (iv) determine the terms and conditions of any Award and Award Agreement (including approval of forms of Award Agreement(s)); (v) determine whether, to what extent, and under what circumstances Awards may be settled, adjusted, or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination, and take any other action, that the Committee deems necessary or desirable for the administration of the Plan. (c) Delegation. The Committee may delegate to one or more Officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect to any matter, right, obligation or election that is the responsibility of or that is allocated to the Committee herein, subject to the requirements of applicable law. (d) DiscretionofCommittee. Unless otherwise expressly provided in the Plan (including in Section 13(b) of the Plan), all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons, including the Company or any Affiliate, any Participant, any holder or beneficiary of any Award and any shareholder of the Company. (e) Indemnification. A member of the Board, the Committee, a delegate of the Committee or any employee or agent of the Company acting under the Plan will be indemnified in accordance with the Company’s applicable governing documents as in effect from time to time. (f) DiscretiontoGrantAwardsandInterpretPlan. Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan. 5. Shares Subject to the Plan; Grant of Awards; Limitations (a) SharesSubjecttothePlan. Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 13 of the Plan, the Committee is authorized to deliver under the Plan 1,237,787 shares of Common Stock; (ii) subject to Section 13 of the Plan, grants of Options or SARs under the Plan in respect of no more than 250,000 shares of Common Stock may be made to any single Participant during any calendar year, and, subject to Section 13 of the Plan, grants of Incentive Stock Options under the Plan in respect of no more than 250,000 shares of Common Stock may be made to any single Participant during any calendar year;   |  2021 Proxy Statement    95 Back to Contents (iii) subject to Section 13 of the Plan, no more than 250,000 shares of Common Stock may be earned in respect of Performance Awards denominated in shares of Common Stock granted pursuant to Section 11 of the Plan to any single Participant for a single calendar year during a performance period, or in the event such Performance Award is paid in cash, other securities, other Awards or other property, no more than the Fair Market Value of 250,000 shares of Common Stock on the last day of the performance period to which such Award relates; and (iv) the maximum amount that can be paid to any single Participant in any one calendar year pursuant to a cash compensation opportunity Award described in Section 11 of the Plan shall be $15,000,000. Subject to Section 13 of the Plan, the total compensation for any non-employee director for any fiscal year shall not exceed $750,000, which is inclusive of cash and the aggregate grant date value (calculated by multiplying the Fair Market Value of a share of Common Stock on the Date of Grant by the aggregate number of shares subject to such Award) of any Awards granted during any fiscal year. (b) GrantofAwards. The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Deferred Stock Awards and/or Performance Awards to one or more Eligible Persons selected in its sole discretion. Common Stock under the Plan may be delivered in settlement of a deferred compensation obligation with the Company, and such grant of Common Stock hereunder shall count under the Plan as an Other Stock-Based Award or Deferred Stock Award (as the case may be) on such terms and conditions as the Committee determines. An Eligible Person may be granted more than one Award under the Plan, and Awards may be granted at any time or times during the term of the Plan. The grant of an Award to an Eligible Person shall not be deemed either to entitle that individual to, or to disqualify that individual from, participation in any other grant of Awards under the Plan. (c) ShareCounting. For purposes of Section 5(a), (i) each share of Common Stock underlying an outstanding Option under the CD&A, belowPlan or Former Plan shall reduce the available shares by one (1) share; (ii) a number equal to the greater of each share available to be delivered upon exercise of a SAR and the number of shares underlying a SAR under the Plan (whether the distribution is made in cash, shares or a reconciliationcombination thereof) shall reduce the available shares by one (1) share, other than a SAR that, by its terms, from and after the Date of Net income attributableGrant thereof is payable only in cash, in which case the available shares shall not be reduced; and (iii) each share of Common Stock delivered pursuant to, common shareholdersor otherwise underlying, an Award under the Plan other than an Option, SAR or Substitute Award (defined below), shall reduce the available shares by one (1) share. Use of shares of Common Stock to Compensationpay the required Exercise Price or tax obligations shall, notwithstanding anything herein to the contrary, not be available again for other Awards under the Plan. Shares underlying Awards under this Plan or the Former Plan that are forfeited, cancelled, expire unexercised, or are settled in cash shall be available again for Awards under the Plan. Shares of Common Stock repurchased by the Company with proceeds received from the exercise of an Option issued under this Plan or the Former Plan, or shares of Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award, in either instance, shall not be added back or available for grant hereunder. For the avoidance of doubt, Awards that can only be settled in cash shall not be treated as shares of Common Stock granted for purposes of this Plan. Upon the exercise of an Option or SAR under the Plan or Former Plan settled in shares of Common Stock, the number of shares of Common Stock subject to the Option or SAR (or portion thereof) that is being exercised shall not be available again for other Awards under the Plan notwithstanding the number of shares of Common Stock actually delivered in connection with the exercise of such Award. The maximum number of shares of Common Stock that may be issued under the Plan in this Section 5 shall not be affected by (i) the payment of dividends or Dividend Equivalents in cash or in shares of Common Stock in connection with outstanding Awards; or (ii) any shares required to satisfy Substitute Awards. (d) SourceofShares. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued shares, or treasury shares, including shares repurchased by the Company for purposes of the Plan. (e) SubstituteAwards. Awards may, in the sole discretion of the Committee, adjusted net income attributablebe granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“SubstituteAwards”). (f) One-YearPeriodofRestrictions. Except as otherwise provided pursuant to common shareholders.Section 13(b) or Section 14(b), the vesting period or restrictions on any share-based Award granted to any Participant shall not be less than one (1) year from the date of grant; provided that the Committee may provide for a vesting or restriction period of less than one-year for up to 5% of the available shares as set forth in Section 5(a)(i) hereof. 6. Eligibility Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.   ($ in millions)jll.com Year Ended December 31, 2017 Net income attributable to common shareholders 253.8 Adjustments:   |  2021 Proxy Statement    Qualifying restructuring and acquisition charges(1)96 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 Back to Contents 7. Options (a) Generally. Each Option granted under the Plan shall be subject to the conditions set forth in this Section 7 and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement (including the Exercise Price and the mechanics (as applicable) for determining or adjusting the Exercise Price). All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(1) of the Code; provided, thatany Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non- qualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan. (b) ExercisePrice. Except as otherwise provided by the Committee in the case of Substitute Awards or pursuant to Section 13, the exercise price (the “ExercisePrice”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share on the Date of Grant; provided, however, that, in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate, the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant. (c) VestingandExpiration. Options shall (i) vest and become exercisable in such manner and on such date or dates, and (ii) expire after such period, not to exceed ten years (the “OptionPeriod”), in each case, as may be determined by the Committee and as set forth in an Award Agreement. With respect to an Incentive Stock Option, the Option Period shall not exceed five years from the Date of Grant granted to a Participant who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate. Notwithstanding any vesting dates set by the Committee in the Award Agreement, the Committee may, consistent with the terms of the Plan, accelerate the vesting and/or exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to vesting and/or exercisability (as determined by the Committee). Unless otherwise provided by the Committee in an Award Agreement or otherwise determined by it in accordance with the Plan: (i) the unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option without consideration therefor, and the vested portion of such Option shall remain exercisable for (A) one year following termination of employment or service by reason of such Participant’s death or Disability, but not later than the expiration of the Option Period or (B) ninety (90) days following termination of employment or service for any reason other than such Participant’s death or Disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the Option Period and (ii) both the unvested and the vested portion of an Option shall automatically expire upon the termination of the Participant’s employment or service by the Company for Cause without consideration therefor. (d) MethodofExerciseandFormofPayment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until payment or satisfaction of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable may be exercised by delivery of written notice of exercise or, if provided for, electronic notice of exercise, to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or shares of Common Stock having a Fair Market Value on the date of exercise equal to the Exercise Price (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); provided, that such shares of Common Stock are not subject to any pledge or other security interest and are held for the applicable period as determined by the Company’s auditors to avoid adverse accounting charges; and (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion, including: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price; or (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a broker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the Company withholds from the delivery of the shares of Common Stock for which the Option was exercised that number of shares of Common Stock having a Fair Market Value equal to the aggregate Exercise Price for the shares of Common Stock for which the Option was exercised. Any fractional shares of Common Stock shall be settled in cash.   |  2021 Proxy Statement    97 Back to Contents The Committee may specify a reasonable minimum number of shares of Common Stock or a percentage of the shares subject to an Option that may be purchased on any exercise of an Option; provided, thatsuch minimum number shall not prevent a Participant from exercising the full number of shares of Common Stock as to which the Option is then exercisable. (e) IncentiveStockOptions. Any Option designated as an Incentive Stock Option shall not constitute an Incentive Stock Option to the extent such Option is for shares of Common Stock having an aggregate Fair Market Value (as of the Date of Grant) in excess of $100,000, determined as of the date such Option is exercisable for the first time by such Participant during any year and in accordance with the provisions of Section 422 of the Code. (f) NotificationuponDisqualifyingDispositionofanIncentiveStockOption. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing promptly after the date the Participant makes a disqualifying disposition of any shares of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such shares of Common Stock before the later of (i) two years after the Date of Grant of the Incentive Stock Option; or (ii) one year after the date of exercise of the Incentive Stock Option upon which such shares were issued. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession of any shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence. (g) ComplianceWithLaws,etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange on which the securities of the Company are listed or traded. (h) DividendEquivalents. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option. 8. Stock Appreciation Rights (a) Generally. Each SAR granted under the Plan shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option. (b) StrikePrice. Except as otherwise provided by the Committee in the case of Substitute Awards or pursuant to Section 13, the Strike Price per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share on the Date of Grant. (c) VestingandExpiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. Any other SAR shall (i) vest and become exercisable in such manner and on such date or dates; and (ii) expire after such period, not to exceed ten years (the “SARPeriod”), in each case as may be determined by the Committee and as set forth in an Award Agreement; provided, however, thatnotwithstanding any vesting dates set by the Committee in the Award Agreement, the Committee may, in its sole discretion (except as provided in Section 13(b)), accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided by the Committee in an Award Agreement: (i) the unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for (A) one year following termination of employment or service by reason of such Participant’s death or Disability, but not later than the expiration of the SAR Period; or (B) ninety (90) days following termination of employment or service for any reason other than such Participant’s death or Disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the SAR Period; and (ii) both the unvested and the vested portion of a SAR shall expire without consideration therefor upon the termination of the Participant’s employment or service by the Company for Cause. (d) MethodofExercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an Option, the SAR Period), the Fair Market Value of a share of Common Stock exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor. (e) Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock on the exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock with a Fair Market Value equal to such amount, or any combination thereof, as determined by the Committee in an Award Agreement or otherwise. Any fractional share of Common Stock shall be settled in cash. (f) DividendEquivalents. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an SAR.   (1)jll.com 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.  |  2021 Proxy Statement    98 Back to Contents 9. Restricted Stock and Restricted Stock Units (a) Generally. Each such grant of Restricted Stock or Restricted Stock Units under the Plan shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. (b) RestrictedStock—Accounts,EscroworSimilarArrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an Award Agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and unless otherwise set forth in an applicable Award Agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including the right to vote such Restricted Stock and the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect thereto shall terminate without further obligation on the part of the Company. (c) Vesting;AccelerationofLapseofRestrictions. The Restricted Period shall lapse with respect to an Award of Restricted Stock or Restricted Stock Units at such times as provided by the Committee in an Award Agreement or otherwise determined in a manner consistent with the Plan, and the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant without consideration therefor. (d) DeliveryofRestrictedStockandSettlementofRestrictedStock Units. (i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends on Restricted Stock shall accumulate and be withheld until the restrictions on such Restricted Stock lapse. Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award Agreement). (ii) Unless otherwise provided by the Committee in an Award Agreement or otherwise determined by the Committee in accordance with the Plan, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Common Stock for each such outstanding Restricted Stock Unit; provided, however, thatthe Committee may, in its sole discretion, elect to (A) pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of such Restricted Stock Units; or (B) defer the delivery of shares of Common Stock (or cash or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the shares of Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. (e) LegendsonRestrictedStock. As determined by the Committee in its sole discretion, each certificate representing Restricted Stock awarded under the Plan shall bear a legend in the form and containing such information as the Committee determines appropriate until the lapse of all restrictions with respect to such Common Stock. (f) DividendEquivalents. Unless otherwise provided in an Award Agreement, each Restricted Stock Unit shall include the right to receive Dividend Equivalents as provided herein. Dividend Equivalents will accumulate and be withheld until the applicable Restricted Stock Units upon which the Dividend Equivalents are awarded vest and any Dividend Equivalent payments that have accumulated and have been withheld by the Committee and attributable to any particular Restricted Stock Unit shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalent payments then due. Upon the vesting and settlement of Restricted Stock Units that include Dividend Equivalents, the Dividend Equivalents attributable to such Restricted Stock Units shall expire automatically.   |  2021 Proxy Statement    99 Back to Contents 10. Other Stock-Based Awards (a) Generally. The Committee may issue unrestricted shares of Common Stock, or other Awards denominated in shares of Common Stock, whether restricted or unrestricted and whether current or deferred, under the Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole discretion determine. (b) TermsandConditions. Each Other Stock-Based Award granted under the Plan shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. (c) DividendEquivalents. Unless otherwise provided in an Award Agreement, each Other-Stock Based Award shall include the right to receive Dividend Equivalents as provided herein. Dividend Equivalents will accumulate and be withheld until the applicable Other-Stock Based Award upon which the Dividend Equivalents are awarded vest (if subject to vesting) and any Dividend Equivalent payments that have accumulated and have been withheld by the Committee and attributable to any particular Other-Stock Based Award shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalent payments then due. Upon the vesting and settlement of Other-Stock Based Award that include Dividend Equivalents, the Dividend Equivalents attributable to such Other-Stock Based Award shall expire automatically. 11. Performance Awards (a) Generally. The Committee shall have the authority to make the grant, vesting or payment of any Award subject to the achievement of one or more performance goals established by the Committee in such amounts and upon such terms as the Committee shall determine (“Performance Awards”). (b) DiscretionofCommitteewithRespecttoPerformanceAwards. With regard to a particular Award, the Committee shall have sole discretion to select the length of the period for measuring performance, the type(s) of Performance Awards to be issued, the performance measures that will be used for a Performance Award, the kind(s) and/or level(s) of performance that will lead to the vesting or grant of shares subject to a Performance Award, and to determine the performance achieved and level of payout under such Performance Award (except as provided by Section 13(b)). (c) PaymentofPerformanceAwards. Unless otherwise provided in the applicable Award Agreement or as otherwise determined by the Committee, a Participant must be employed by the Company or an Affiliate of the Company on the date of payment with respect to a performance period for a Performance Award to be eligible to receive such payment in respect of the Performance Award. (d) TimingofPayments. Performance Awards granted for a performance period shall be paid to Participants as soon as administratively practicable following completion of the performance period and in a manner intended to be exempt or comply with Code Section 409A and local law, as applicable. For Performance Awards covering participants who are U.S. employees and for which no Deferral Election has been made, Performance Awards will be paid in the fiscal year that follows the fiscal year during which the performance period ends and no later than two-and-one-half months following the end of the fiscal year during which the performance period is completed (or at such other time as would not result in a violation of Code Section 409A). (e) DividendEquivalents. The Committee may grant Dividend Equivalents in respect of Performance Awards. Unless otherwise provided in an Award Agreement, no Performance Award shall include the right to receive Dividend Equivalents. Any Dividend Equivalents granted in respect of Performance Awards will accumulate and be withheld until the applicable Performance Awards upon which the Dividend Equivalents are awarded vest and any Dividend Equivalent payments that have accumulated and have been withheld by the Committee and attributable to any particular Performance Awards shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Dividend Equivalent payments then due. Upon the vesting and settlement of Performance Awards that include Dividend Equivalents, the Dividend Equivalents attributable to such Performance Awards shall expire automatically. 12. Deferred Stock (a) GrantofDeferredStock. Subject to and consistent with the provisions of the Plan and applicable requirements of Section 409A of the Code, the Committee, at any time and from time to time, may grant Deferred Stock to any Eligible Person in such number, and upon such terms, as the Committee may determine (including, to the extent allowed by the Committee, grants at the election of a Participant to convert shares of Common Stock to be acquired upon lapse of restrictions on Restricted Stock or Restricted Stock Units into such Deferred Stock). A Participant shall have no voting rights with respect to Deferred Stock Awards unless otherwise expressly determined otherwise by the Committee. (b) AwardAgreement. Each grant of Deferred Stock shall be evidenced by an Award Agreement that shall specify the number of shares of Common Stock underlying the Deferred Stock subject to an Award, the settlement date such shares of Deferred Stock shall be settled and such other provisions as the Committee shall determine that are in accordance with the Plan and Section 409A of the Code.   jll.com   |  2021 Proxy Statement A-4100 Back to Contents (c) DeferredStockElections. (i) MakingofDeferralElections. If and to the extent permitted by the Committee, an Eligible Person may elect (a “DeferralElection”), at such times and in accordance with rules and procedures adopted by the Committee (which shall comport with Section 409A of the Code), to receive all or any portion of such Eligible Person’s salary, bonus (including, for the avoidance of doubt, bonuses paid under another plan of the Company) and/or retainer (in the case of a director) (including any cash or share award, other than Options or SARs) either in the form of a number of shares of Deferred Stock equal to the quotient of the amount of salary, bonus and/or retainer or other permissible Award to be paid in the form of Deferred Stock divided by the Fair Market Value of one share of Common Stock on the date such salary, bonus, retainer or other such Award would otherwise be paid in cash or distributed in shares or pursuant to such other terms and conditions as the Committee may determine. The Date of Grant for an Award of Deferred Stock made pursuant to a Deferral Election shall be the date the deferrable amount subject to a Deferral Election would otherwise have been paid to the Participant in cash or shares, unless otherwise determined by the Committee. (ii) TimingofDeferralElections. Deferral Elections must be timely filed with the Company pursuant to procedures and policies established by the Committee from time to time. (d) DeferralAccount. (i) EstablishmentofDeferralAccounts. The Company shall establish an account (“DeferralAccount”) on its books for each Eligible Person who receives a grant of Deferred Stock or makes a Deferral Election. Deferred Stock shall be credited to the Participant’s Deferral Account as of the Date of Grant of such Deferred Stock. Deferral Accounts shall be maintained for recordkeeping purposes only, and the Company shall not be obligated to segregate or set aside assets representing securities or other amounts credited to Deferral Accounts. The obligation to make distributions of securities or other amounts credited to Deferral Accounts shall be an unfunded, unsecured obligation of the Company and no Participant shall have the rights in respect of Deferral Accounts greater than that of an unsecured creditor of the Company. (ii) CreditingofDividendEquivalents. Except as otherwise provided in an Award Agreement, whenever dividends are paid or distributions made with respect to shares of Common Stock, Dividend Equivalents shall be credited to Deferral Accounts on all Deferred Stock credited thereto as of the record date for such dividend or distribution but only to the extent that a Participant to whom Deferred Stock has been credited is vested in his or her Deferred Stock as of such record date. No Dividend Equivalents will be credited (or accumulated) to Deferral Accounts on any Deferred Stock credited thereto for which a Participant has not vested in his or her Deferred Stock as of such record date. Such Dividend Equivalents to be credited to the Deferral Account shall be in the form of additional Deferred Stock in a number determined by dividing the aggregate value of such Dividend Equivalents by the Fair Market Value of a share at the payment date of such dividend or distribution. (iii) SettlementofDeferralAccounts. The Company shall settle a Deferral Account by delivering to the holder thereof (which may be the Participant or his or her beneficiary, as applicable) a number of shares of Common Stock equal to the number of shares of Deferred Stock then credited to the Participant’s Deferral Account (or a specified portion in the event of any partial settlement); provided, however, that, unless otherwise determined by the Committee, any fractional shares of Deferred Stock remaining in the Deferral Account on the settlement date shall be distributed in cash in an amount equal to the Fair Market Value of a share of Common Stock as of the settlement date multiplied by the remaining fractional share, as determined by the Committee. The settlement date for all Deferred Stock credited in a Participant’s Deferral Account shall be determined in accordance with Section 409A of the Code and shall be specified in the applicable Award Agreement or Deferral Election. The Committee may establish a sub-plan to reflect the Deferred Stock provisions under the Plan and the procedures, policies and terms applicable thereto. (e) Sub-plan. The Committee may establish one or more sub-plans hereunder that are consistent with the terms of the Plan with respect to Deferral Accounts, Deferred Stock, and/or deferred amounts hereunder, including so as to comply with Code Section 409A to the extent applicable.   13. Changes in Capital Structure and Similar Events (a) EffectofCertainEvents. In the event of (i) any extraordinary dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including a Change in Control) that affects the shares of Common Stock; or (ii) unusual or nonrecurring events (including a Change in Control) affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be   |  2021 Proxy Statement    101 Back to Contents necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including any or all of the following: (i) adjusting any or all of (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including adjusting any or all of the limitations under Section 5 of the Plan); and (B) the terms of any outstanding Award, including (1) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards; or to which outstanding Awards relate; (2) the Exercise Price or Strike Price with respect to outstanding Awards; or (3) any applicable performance measures (including performance measures and performance goals); ANNEX B PAY RATIO EXCLUDED EMPLOYEES (ii) providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such event; and (iii) and if not assumed or substituted, canceling any one or more outstanding Awards or portion thereof and causing to be paid to the holders thereof, in cash, shares of Common Stock, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other shareholders of the Company in such event), including, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however, thatin the case of any “equity restructuring” (within the meaning of FASB Accounting Standards Codification Topic 718 or any successor rule), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 13 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any otherwise applicable adjustments under this Section 13 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act or the exemption under Section 409A of the Code, to the extent applicable. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. (b) EffectofChangeinControl. If, during the effectiveness of the Plan, a Change in Control occurs and, during the two-year period immediately following the consummation of such Change in Control, a Participant incurs an involuntary Termination of Service without Cause, such Participant shall be entitled to the following treatment with respect to his or her Awards (as applicable): (A) each Option and SAR that is at the time outstanding under the Plan shall become fully vested and exercisable with respect to all shares of Common Stock covered thereby; (B) the Restricted Period shall expire and restrictions applicable to all outstanding Restricted Stock Awards and Restricted Stock Units shall lapse and such Awards shall become fully vested; and (C) all outstanding Performance Awards for any performance period that was in effect at the date of Termination of Service will vest in full, calculated as to each such Performance Award assuming that any performance goal will have been achieved (for the entire performance period) at the target level. Notwithstanding any provision of the Plan to the contrary, following a Change in Control, the Committee shall not have any discretion to amend or modify the terms of any Award that was in effect immediately prior to the Change in Control; including, without limitation, as a result of its use of the discretionary authority under Section 13(a) of the Plan as a result of the Change in Control other than as required to comply with changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law. (c) NoLimitonPowertoUndertakeChangesinCapitalStructureandSimilarEvents. The existence of this Plan and Awards granted hereunder shall not affect in any way the right or power of the Board or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities senior to, or affecting, the Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.   Countryjll.com   |  2021 Proxy Statement    Number of Employees102 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 Back to Contents 14. Amendments and Termination (a) AmendmentandTerminationofthePlan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that (i) no amendment to Section 11(c) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without shareholder approval; and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including as necessary to comply with any rules or requirements of any securities exchange on which the Common Stock may be listed or quoted); provided, further, thatany such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. (b) AmendmentofAwardAgreements. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively; providedthatany such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that, without shareholder approval as may be required by applicable law or the rules of the applicable securities exchange on which the Common Stock is listed or quoted, except as otherwise permitted under Section 13 of the Plan or in connection with Substitute Awards, (i) no amendment or modification may reduce, and the Committee shall not reduce, the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR, another Award, or cash, and (iii) the Committee may not take any other action with respect to an Option or SAR that is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange on which the Common Stock is listed. 15. General (a) AwardAgreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to and, to the extent required by the Committee, executed (or otherwise agreed to in electronic form) by the Participant (whether in paper or electronic medium (including e-mail or the posting on a web site maintained by the Company or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including, as applicable, the effect on such Award of the death, Disability or termination of employment or service of a Participant, or of such other events as may be determined by the Committee. (b) Nontransferability. (i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; providedthatthe designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. Nothing herein shall be construed as requiring the Committee to honor the order of a domestic relations court regarding an Award, except to the extent required under applicable law. (ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “ImmediateFamilyMembers”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited liability company whose only partners or members are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion; or (II) as provided in the applicable Award Agreement (each transferee described in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “PermittedTransferee”), provided, thatthe Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.   |  2021 Proxy Statement    103 Back to Contents (iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee, and any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (C) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including that an Option or SAR shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement. (c) TaxWithholding. (i) A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall be permitted and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding taxes. (ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit or require a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and are held for the applicable period as determined by the Company’s auditors to avoid adverse accounting charges) owned by the Participant having a Fair Market Value equal to such withholding liability; or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a fair market value equal to such liability. Notwithstanding anything herein to the contrary, the amount withheld shall not exceed the maximum statutory tax rates in the Participant’s applicable jurisdictions. The maximum statutory tax rates are based on the applicable rates of the relevant tax authorities (for example, federal, state, and local), including the Participant’s share of payroll or similar taxes, as provided in tax law, regulations or the authority’s administrative practices, not to exceed the highest statutory rate in that jurisdiction (even if that rate exceeds the highest rate that may be applicable to the Participant) and that does not result in adverse accounting consequences. (iii) Notwithstanding the remainder of this clause (d), the withholding of shares of Common Stock having a Fair Market Value equal to such withholding liability shall be the sole method of withholding for any Awards other than Options, SARs, or Dividend Equivalents for which shares of Common Stock are otherwise deliverable pursuant to their terms. (d) NoClaimtoAwards;NoRightstoContinuedEmployment;Waiver. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. (e) InternationalParticipants. With respect to Participants who reside or work outside of the United States of America, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards (or adopt one or more sub-plans) with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates. (f) DesignationandChangeofBeneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, thatno designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. Notwithstanding anything herein to the contrary, to the extent that a Participant’s beneficiary designation would result in a duplication of, or unintended, benefits payable under this Plan or would otherwise violate applicable law, the Committee shall have the authority to disregard such designation, and payments shall be made in accordance with applicable law.   jll.com   |  2021 Proxy Statement B-1104 Back to Contents (g) TerminationofEmployment/Service. Unless determined otherwise by the Committee at any point following such event or as otherwise provided in an Award Agreement, service shall not be considered terminated in the case of (i) any approved leave of absence; (ii) transfers among the Company or any Affiliate, or any successor, in any capacity of any employee, director or consultant; or (iii) any change in status as long as the individual remains in the service of the Company or an Affiliate in any capacity of employee, director or consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock Option, if such leave exceeds three (3) months, and re-employment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Nonqualified Stock Option on the day following the expiration of such three (3) month period. (h) NoRightsasaShareholder. Except as otherwise specifically provided in the Plan or any Award Agreement or otherwise determined by the Committee, no person shall be entitled to the privileges of ownership in respect of shares of Common Stock that are subject to Awards hereunder until such shares have been issued or delivered to that person. (i) GovernmentandOtherRegulations. (i) The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Committee shall have the authority to provide that all certificates for shares of Common Stock or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange upon which the Common Stock or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions or require representations of a Participant with respect to any Award granted under the Plan that it deems necessary or advisable in order that such Award complies with the applicable securities law and/or other legal requirements of any governmental entity to whose jurisdiction the Award is subject. (ii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of shares of Common Stock to the Participant, the Participant’s acquisition of shares of Common Stock from the Company and/or the Participant’s sale of shares of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable); over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof and within such period as would not result in a violation of Code Section 409A. (iii) Notwithstanding any provision herein or in any Award Agreement to the contrary, amounts payable or to be provided hereunder shall be subject to claw-back or disgorgement, to the extent applicable, under the Company’s compensation clawback and recoupment policies (or similar policies of general applicability), as in effect and as may be amended from time to time. If pursuant to Section 10D of the Exchange Act, the Common Stock would not be eligible for continued listing on the securities exchange upon which the Common Stock is listed, if applicable, under Section 10D(a) of the Exchange Act if it (or they) did not adopt policies consistent with Section 10D(b) of the Act, then, in accordance with those policies that are so required, any incentive-based compensation payable to any Participant hereunder or pursuant to any Award Agreement or otherwise shall be subject to clawback in the circumstances, to the extent, and in the manner, required by Section 10D(b)(2) of the Exchange Act, as interpreted by rules of the Securities Exchange Commission or applicable stock exchange.     |  2021 Proxy Statement    105 Back to Contents (j) PaymentstoPersonsOtherThanParticipants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor. (k) NonexclusivityofthePlan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including the granting of stock options, other equity-based awards or incentive compensation otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases. (l) NoTrustorFundCreated. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that, insofar as they may have become entitled to payment of compensation by performance of services, they shall have the same rights as other employees under general law. (m) RelianceonReports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates or Subsidiaries and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself. (n) RelationshiptoOtherBenefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan. (o) GoverningLaw. The Plan shall be governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to conflict of laws provisions. (p) Severability. If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect. (q) ObligationsBindingonSuccessors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization of the Company. (r) IncentiveStockOptionsShareholderApproval. The Plan shall become effective on the Effective Date, provided, however, thatno Incentive Stock Options shall be valid as an Incentive Stock Option unless and until the Plan has been approved by shareholders no later than the twelve (12) month anniversary of adoption by the Board in the manner provided under Section 424 of the Code and Treasury Regulations thereunder. Nothing in this clause shall affect the validity of Awards granted after the Effective Date if such shareholder approval has not been obtained. (s) Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates. (t) Interpretation. Masculine pronouns and other words of masculine gender shall refer to both men and women. Whenever the words “include,” “includes” or “including” are used in the Plan, they shall be deemed to be followed by the words “without limitation.” (u) TitlesandHeadings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. (v) OtherAgreements. The Committee may require, as a condition to the vesting of, grant of and/or the receipt of shares of Common Stock under an Award, that the Participant execute lock-up or other agreements, as it may determine in its sole and absolute discretion. (w) Payments. Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive shares of Common Stock under any Award made under the Plan.   jll.com   |  2021 Proxy Statement    106 This page intentionally left blank. Back to Contents (x) BrokerageAccounts. Participants shall abide by the terms of any brokerage, custody or similar agreement established by the Company in connection with administration of the Plan, including the automatic reinvestment of dividends and payments on shares of Common Stock awarded under the Plan, to the extent such shares of Common Stock are held pursuant to such agreement. Such brokerage, custody or similar agreement may be modified by the Company (subject to the consent of such broker or applicable counterparty) at any time and from time to time. (y) Section409A. To the extent applicable and notwithstanding any other provision of the Plan, the Plan and Award Agreements hereunder shall be administered, operated and interpreted in accordance with Section 409A of the Code, including any regulations or other guidance that may be issued after the date on which the Board approves the Plan, provided, however, thatin the event that the Committee determines that any amounts payable hereunder may be taxable to a Participant under Section 409A of the Code prior to the payment and/or delivery to such Participant of such amount, the Company may (i) adopt such amendments to the Plan and related Award, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder; and/or (ii) take such other actions as the Committee determines necessary or appropriate to comply with or exempt the Plan and/or Awards from the requirements of Section 409A of the Code. The Company and Affiliates make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan, and, notwithstanding the above provisions and any agreement or understanding to the contrary, if any Award, payments or other amounts due to a Participant (or his or her beneficiaries, as applicable) results in, or causes in any manner, the application of any adverse tax consequence under Section 409A of the Code or otherwise to be imposed, then the Participant (or his or her Beneficiaries, as applicable) shall be solely liable for the payment of, and the Company and its Affiliates shall have no obligation or liability to pay or reimburse (either directly or otherwise) the Participant (or his or her beneficiaries, as applicable) for, any such adverse tax consequences. If any Deferred Compensation Award is payable to a “specified employee” (within the meaning of Treasury Regulations Section 1.409A-1(i)), then such payment, to the extent payable due to the Participant’s Termination of Service and not otherwise exempt from Section 409A of the Code, shall not be paid before the date that is six (6) months after the date of such Termination of Service (or, if earlier, the date of such Participant’s death) and shall be paid on the first business day following such six (6) month anniversary (or death, as applicable). (z) DataPrivacy. Except as prohibited by applicable law (including, as applicable, foreign laws), the receipt by a Participant of an Award and the benefits thereunder may be conditioned on such Participant acknowledging and consenting to the collection, use and transfer, in electronic or other form, of personal data as described in this subsection by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in this Plan. The Committee may, from time to time and at any time, require Participants to execute consents or similar agreements providing for such collection, use and transfer, in a manner consistent with applicable law (including, as applicable, foreign laws). Subject to applicable law (including, as applicable, foreign laws), the Company and its Affiliates may hold certain personal information about a Participant, including but not limited to, the Participant’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares held in the Company or any of its Subsidiaries and Affiliates, and details of all Awards, in each case, for the purpose of implementing, managing and administering this Plan and Awards (the “Data”). Subject to applicable law (including, as applicable, foreign laws), the Company and its Affiliates may transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Participant’s participation in this Plan, and the Company and its Affiliates may each further transfer the Data to any third parties assisting the Company and its Affiliates in the implementation, administration and management of this Plan. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, subject to applicable law (including, as applicable, foreign laws), each Participant authorizes and shall authorize upon request such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in this Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or its Affiliates, or the Participant, may elect to deposit any Common Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Participant’s participation in this Plan. Subject to applicable law (including, as applicable, foreign laws), a Participant may, at any time, view the Data held by the Company or its Affiliates with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to such Participant or refuse or withdraw the consents set forth in the Award Agreement in writing, in any case without cost, by contacting his or her local human resources representative.     |  2021 Proxy Statement    107 This page intentionally left blank. Back to Contents (aa) MitigationofExciseTax. In the event that a Participant becomes entitled to the benefit under the Plan, either alone or together with other payments or rights accruing to the Participant from the Company, Affiliates and Subsidiaries (“TotalPayments”), if all or any part of the Total Payments will be subject to the tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Total Payments shall be reduced (but not below zero) such that the value of the Total Payments shall be one dollar ($1) less than the maximum amount of payments which you may receive without becoming subject to the tax imposed by Section 4999 of the Code; provided, however, that the foregoing limitation shall not apply in the event that it is determined that the Total Payments on an after-tax basis (i.e., after payment of federal, state, and local income taxes, penalties, interest, and Excise Tax) if such limitation is not applied would exceed the after-tax benefits to the Participant if such limitation is applied. The Participant shall bear the expense of any and all Excise Taxes due on any payments that are deemed to be “excess parachute payments” under Section 280G of the Code. if, pursuant to the previous provisions of this Section 15(aa) the Total Payments are to be reduced, the determination of whether and how any reduction in the rights or payments under the Plan is to apply shall be made by the Committee in good faith after consultation with the Participant, and such determination shall be conclusive and binding on the Participant; provided that any parachute payments that constitute deferred compensation, within the meaning of Section 409A, shall be reduced after all other payments have been reduced, and such deferred compensation payments shall be reduced in reverse order of their scheduled payment dates. The Participant shall cooperate in good faith with the Committee in making such determination and providing the necessary information for this purpose. Notwithstanding the foregoing provisions of this Section 15(aa), in the event a Participant is a party to an employment agreement or other agreement with the Company or an Affiliate that provides for more favorable treatment for the Participant regarding Section 280G of the Code, such agreement shall be controlling. (bb) PlanDocumentControls. This Plan and each Award Agreement constitute the entire agreement with respect to the subject matter hereof and thereof; provided, however, that in the event of any inconsistency between the Plan and such Award Agreement, the terms and conditions of the Plan shall control. (cc) EmploymentAgreementSupersedesAwardAgreement. In the event a Participant is a party to an employment agreement with the Company and/or an Affiliate that expressly provides for vesting or extended exercisability of Awards on terms more favorable to the Participant than the Participant’s Award Agreement or this Plan, such employment agreement shall be controlling, provided, however, that: (a) the employment agreement shall not be controlling; to the extent the Participant and the Company and/or an Affiliate agree it shall not be controlling; and (b) an employment agreement or modification to an employment agreement shall be deemed to modify the terms of any pre-existing Award only if the terms of the employment agreement expressly so provide.   * * *   jll.com   |  2021 Proxy Statement    108 This page intentionally left blank.Back to Contents   Back to Contents   Back to Contents   Copyright 2018 Jones Lang LaSalle IP, Inc. | www.jll.com