2018 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 2018, JLL:

● jll.com

Generated revenue and fee revenue of $16.3 billion and $6.5 billion, respectively, across our four business segments, representing increases of 13% and 13%, respectively, over 2017.   |  2021 Proxy Statement    10

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Please referComponents of our executive compensation program

Our executive compensation program for our Global Executive Board (GEB) consists of a mix of fixed and short- and long-term incentive compensation. We believe our compensation program enables us to Annex A for a reconciliation of non-GAAP financial measuresattract and retain top-quality executives who are motivated to our results as reported under generally accepted accounting principlesact in the United States.best interests of our shareholders, clients, staff, and other stakeholders. Our primary focus is on long-term incentive compensation to align with shareholder interests, and our annual incentive plan is designed as a supplement to drive business objectives in the near term.

The 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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Corporate
Governance

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

BOARD OF DIRECTORSCorporate governance principles and Board matters

19

Key governance documents and policies

19

Director independence

20

Board leadership structure

20

Board meetings and attendance

20

Board committees

21

Director orientation and continuing education

22

Annual Board self-assessments

22

The Board’s role in enterprise risk oversight

23

The Board’s role in human capital 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

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Proposal 1 –- Election of Directors

Our Board is presenting ten11 nominees for election as Directors at our 20192021 Annual Meeting. Dame DeAnne Julius, who has served on the Board since November 2008, is not standing for re-election at the 2019 Annual Meeting. We thank Dame DeAnne for her service to the Company.

Each nominee for Director currently serves as a Director, of the Company except Mr. Jeetendra (“Jeetu”) I. Patel,Tina Ju, who is a new nominee identified and recommended by an independent third-party search firm. In November 2018, Matthew Carter, Jr. was appointed tostanding for election for the Board.

first time.

Each Director elected will serve until the next annual meeting and until his or hera successor is duly elected and qualified. Each Director nominee has consented to being named in this Proxy Statement and to serveserving as a Director, if elected. Proxies cannot be voted for a greater number of Directors than the ten nominees identified in this Proxy Statement. If you sign and properly submit your proxy card, but do not give instructions with respect to voting for Directors, your shares will be voted for the ten persons recommended by the Board of Directors.

Our 2019 Director NomineesHow we select Directors

A biography of each Director nominee, current as of March 15, 2019, setting forth his or her age, and describing his or her business experience during the past five years, including other prior relevant business experience is presented below.

The Board recommends a vote FOR the election of each of the named nominees as Directors.

Nominations Process for Directors

Identifying and Evaluating Nominees for Directors

evaluating Director nominees

The Nominating and Governance Committee employs a variety of methods to identify and evaluate nominees for Director. The Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Committee would consider various potential candidates for Director. Candidates may come to the attention of the Nominating and Governance Committee through then current Board members, CompanyJLL executives, shareholders, professional search firms or other persons.sources. Tina Ju was identified by Egon Zehnder, a leading independent director-recruitment firm, retained by the Nominating and Governance Committee to identify 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 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; Diversity Considerations; Director Tenure

qualifications

Our Board has adopted a Statement of Qualifications offor Members of the Board of Directors which is available on our website and containsto outline the membership characteristics that apply to nominees to be recommended by the Nominating and Governance Committee. According to these characteristics, thewe seek in Board nominees. Briefly, we believe JLL Directors should be composed of individuals who have demonstrated notable or significant achievements in business, education or public service. In addition, the members of the Boardservice; they should possess the acumen, education and experience to make a significant contribution to the BoardBoard; and they should bring a range of skills, diverse perspectives and backgrounds to the deliberations of the Board. Board’s deliberations.

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 BoardJLL shareholders. The Statement of Qualifications groups these desirable characteristics in the fulfillment of their duties.three categories, as shown below.

For a number

To supplement the Statement of years,Qualifications, our Nominating and Governance Committee has maintainedmaintains an internal list of the more specific experiences and attributes that it seekswe want to have cumulatively reflected on the Board. While we do not expect each Director to necessarily contributehave all of the desired criteria,experiences and attributes, we do seek to have the criteriathem all represented on the Board as deeply as possible in their totality. Accordingly, whenpossible. When we are searching for a new Director, we seekstrive 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.

Board.

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The following charts reflect the tenure and independencevarious characteristics of our 20192021 Director nominees. Our Directors’ ages, tenure, isand diversity of background are well-distributed to create a balanced Board which contributes to a rich dialogue representing a rangepopulated by individuals with years of experience working with JLL and our industry and individuals who bring fresh perspectives. All of our Non-Executivenon-employee Directors are independent.

Summary of Board nominee experience and skills

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

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Our 2021 Director nominees

A biography of each Director nominee, current as of April 1, 2021, appears below. Tina Ju is a first-time nominee as Director at the 2021 Annual Meeting. 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.

	Hugo Bagué
	Age: 60 Director since 2011
	Committees: Compensation (Chair)
	Nominating and Governance

Professional, Leadership and Service Experience

Mr. Bagué is currently the Executive Director of Milvusmilvus Consulting GmbH, a consultancy company that he owns and runs. From 2007 until 2017, Mr. Bagué was Organisational Resources Group Executive for Rio Tinto plc, a leading international mining and metals group.

Skills and Attributes

Mr. Bagué brings 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 technology and healthcare industries, both of which 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 carriers and service providers. Prior to that 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 Attributes

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 management oversight, corporate governance and board dynamics.

Other Public Company Boards

Current: NRG Energy, Inc., an integrated power company (since 2018). Prior within last five years: USG Corporation, a manufacturer of 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

Professional, Leadership and Service Experience

Mr. Di Piazza retired as Global Chief Executive Officer of PricewaterhouseCoopers International Ltd. (PwC) in 2009, after eight years of leading the largest professional services firm in the world. During his 36-year career at PwC, he led the company 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 2014. Since 2010, Mr. Di Piazza has served as the Chairman of the Board of Trustees 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 (since 2015), ProAssurance, Inc., a property and casualty insurance company (since 2014), Regions Financial Corporation, a bank and financial services company (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 board of various private companies. She is a member of the Global Leadership Council for Oxford Saïd Business School. Ms. Ju received a bachelor’s degree in industrial engineering and operations research from UC Berkeley and an MBA from Harvard Business School.

Skills and Attributes

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

Other Public Company Boards

Current: Yiren Digital Ltd., a leading 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

Professional, Leadership and Service Experience

Ms. Macaskill currently serves as Chairman of Cambridge Associates LLC, a global investment firm. Until July 2019, she was the Non-Executive Chairman and, prior to that, the President and Chief Executive Officer, of First Eagle Holdings, Inc., a global investment firm, which she joined in 2009. Prior to joining First Eagle, Ms. Macaskill served as Chief Operating Officer, President, Chief Executive Officer and Chairman of Oppenheimer Funds, Inc., where she is recognized for creating the Oppenheimer Funds’ Women & Investing program, dedicated to educating American women about the need to take charge of their personal finances. Ms. Macaskill has served on a number of public company and not-for-profit boards. She is currently on the board of Close Brothers plc, a merchant banking firm, and served on the board of Jupiter Fund Management plc until May 2020.

Skills and Attributes

Ms. Macaskill brings her experience in investment management, finance, accounting, shareholder relations, leadership, enterprise risk management, compliance, and operations within a highly regulated industry. Ms. Macaskill also brings experience in corporate 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 European Union.

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

Professional, Leadership and Service Experience

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

Skills and Attributes

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

Other Public Company Boards

Current: KKR Real Estate Finance Trust, a real estate finance company (since 2017), RREEF Property Trust, Inc., a non-traded REIT (since 2012), 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

Shareholder-Recommended Director CandidatesProfessional, Leadership and Service Experience

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

Skills and Attributes

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

Other Public Company Boards

Current: The Allstate Corporation (since 2014), Northern Trust Corporation (since 2019), TransUnion (since 2013). Prior within last five years: Piramal Enterprises Ltd., a 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 leading enterprise cloud content management platform. From 2015 to 2017, Mr. Patel was the Chief Strategy Officer and SVP of Platform at Box, Inc., where he led the creation of the Box Platform business unit, overseeing product strategy, marketing and developer relations. Before joining Box, Inc., from 2010 to 2015 Mr. Patel was General Manager and Chief Executive of the Syncplicity business unit of EMC Corporation, a developer and seller of data storage and data management hardware and software.

Skills and Attributes

Mr. Patel brings chief executive and senior management expertise, together with 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 2001 until her retirement in December 2007. She was President, Corporate and Institutional Services, of Northern Trust Corporation, a financial services firm, from 1994 until 2000. Ms. Penrose served as the Chairman of the Board 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 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

Professional, Leadership and Service Experience

Since October 2018, Ms. Petach has been in a full-time position as Senior Advisor to the CFO at Google, Inc., where she had been working in an advisory capacity as a fixed-term employee since 2015. From 2007 until 2014, Ms. Petach was a senior leader at BlackRock, Inc., the world’s largest investment management firm, most recently as co-head of U.S. Client Solutions and prior to that as Chief Financial Officer. She has served on a number of 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 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 deployment 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 and engagement with shareholders.

	Christian Ulbrich
	Age: 54 Director since 2016 Committees: None

Professional, Leadership and Service Experience

Mr. Ulbrich has been the Chief Executive Officer and President of JLL since October 2016. He is also the Chairman of our 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 2009. Mr. Ulbrich has been a member of the Supervisory Board of Vonovia SE, Europe’s largest residential real estate company, since 2014.

Skills and Attributes

Our Board benefits from Mr. Ulbrich’s 15 years of experience at JLL, seven of which were as the CEO of our EMEA business, and as a member of our GEB—particularly with respect to strategy, operations, the nature of our business and geographies and our client relationships, as well as his experience managing an integrated business in a multi-cultural environment. His previous chief executive and other management roles with financial institutions provide important perspectives on organizational leadership and on client needs and perspectives. Mr. Ulbrich’s current service on the board of a major German public company, Vonovia SE, contributes comparative insights on corporate governance and organization.

The Board recommends a vote FOR the election of each of these nominees as Directors.

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Shareholder recommendations

Any shareholder recommendations for individuals to be considered by the Committee as potential nominees must be in writing and should include the potential nominee’scandidate’s name, age, business address, principal occupation and qualifications for Board membership, andas well as evidence of the consent of the proposed nominee consents 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 2020 Annual Meeting should be delivered to the Corporate Secretary at our principal executive office by no later than December 18, 2019. All candidates recommended by shareholders will be considered by the Committee in the same manner as any other candidate. For more information, see “What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors?” on page 83.

Proxy Accessaccess

In March 2018, our Board adopted aOur “Proxy Access for Director Nominations” bylaw after engaging with a number of our shareholders. The proxy access bylaw permits a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Company’sJLL’s outstanding Common Stockcommon stock continuously for at least three years, as of the date of the notice of nomination, to nominate and include in the Company’sour proxy materials one or more Director nominees, constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareholder and nominee satisfy. Shareholders who wish to nominate a candidate to be included in our proxy materials should review all the requirements underprescribed by Article III, Section 15 of JLL’s Bylaws, which are available on the By-Laws. Shareholder nominations underInvestor Relations page of our website at www.ir.jll.com. For more information, see “What is the proxy access bylawdeadline to propose actions for electionconsideration at the 2020 Annual Meeting must be deliverednext year’s annual meeting of shareholders or to the Corporate Secretary at our principal executive office by no later than December 18, 2019 and no earlier than November 18, 2019.nominate individuals to serve as Directors?” on page 83.

Majority Votingvoting

In an uncontested election (where the number of board seats equals the number up for Directors

Our By-Laws provide that, except with respect to vacancies,election), each Director shall beis 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 14 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 (a Contested 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 votes cast). In the event of a contested election, Directors will be elected by the vote cast either “for”of a plurality of the shares represented in person or “against” that Director’s election).

by proxy at any such meeting and entitled to vote on the election of Directors.

In the event an incumbent Director fails to receive a majority of the votes cast in an uncontested election, that is not a Contested Election, such incumbent Director must promptly tender his or hera resignation to the Board. The Nominating and Governance Committee of the Board (or another Committeecommittee designated by the Board under the By-Laws)Board) must make a recommendation to the Board as to whether to accept or reject thesuch resignation, of such incumbent Director, 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 (by a press release and filing an appropriate disclosure with the SEC) its decision regarding the resignation and,(and, if such resignation is rejected, the rationale behind the decision,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 his or hera resignation will not participate in the recommendation of the Committee or the decision of the Board with respect to his or her resignation.these deliberations. If such incumbent Director’s resignation is not accepted by the Board, the Director will continue to serve until the next Annual Meetingannual meeting and until his or hera successor is duly elected, or his or her earlier resignation or removal.

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

Corporate governance principles and Board matters

The following sets forth certain information about the Company’s executive officers as of March 15, 2019. Our executive officers are appointed by,Key governance documents and serve at the discretion of, our Board. There are no family relationships among any of our Directors or executive officers.

Mary E. BilbreyMs. Bilbrey, 55, has been the Global Chief Human Resources Officer since February 2019. Ms. Bilbrey joined JLL in early 2016 as Chief Human Resources Officers for the Americas.

Richard BloxamMr. Bloxam, 47, has been Global Chief Executive Officer Capital Markets of JLL since October 2016. He is a member of our Global Executive Board and has additional oversight for Valuations and Research. Mr. Bloxam was formerly the head 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 Capital Markets Central & Eastern Europe (Austria), and Head of Retail in Hungary.

Louis F. BowersMr. Bowers, 36, 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.

Grace T. ChangMs. Chang, 46, has been the Managing Director of Global Corporate Finance and Investor Relations of JLL since November 2015.

Anthony CouseMr. Couse, 53, 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.

Bryan J. DuncanMr. Duncan, 49, has been the Global Treasurer of JLL since August 2015. He previously served as Assistant Treasurer of the Company from September 2005. Prior to that, Mr. Duncan served in various positions within the Treasury Department of the Company from September 1999.

John ForrestMr. Forrest, 48, 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 20 years has assumed roles of increasing responsibility in different locations globally, including within our corporate real estate services, tenant representation, property management, fund management, and workplace strategies businesses. Before re-locating to the United States for his current role, he was previously the Chief Executive Officer of our Corporate Solutions business in Asia Pacific.

Allan FrazierMr. Frazier, 66, 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.

Guy GraingerMr. Grainger, 51, 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.

Jeff A. JacobsonMr. Jacobson, 57, 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. During the period between 1986 and 1998, he served in positions of increasing responsibility with LaSalle Partners, one of the predecessor corporations to JLL.

James S. JasionowskiMr. Jasionowski, 60, 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.

Patricia MaxsonDr. Maxson, 60, joined JLL in 2012 bringing with her a wide variety of leadership experience. She currently serves as Chief Administrative Officer and served as Interim Chief Financial Officer from September 2018 through March 2019, while also maintaining her role as the Global Chief Human Resources Officer through February 2019. She is a member of our Global Executive Board.

Gregory P. O’BrienMr. O’Brien, 57, 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.

Stephanie PlainesMs. Plaines, 52, has been the Global Chief Financial Officer of JLL since March 2019. She is a member of our Global Executive Board.

Parikshat SuriMr. Suri, 51, 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.

Judith I. TempelmanMs. Tempelman, 41, 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 East and Africa region. Before that, she was based in the JLL Singapore office, where she was Asia Pacific Head of Organizational Development.

Alan K. TseMr. Tse, 47, has been Global Chief Legal Officer and Corporate Secretary for JLL since June 2018.

policies

We maintain a corporate governance section on the Investor Relations page of our public website at www.jll.comwww.ir.jll.com, where we post our:you can find:

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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Director independence

JLL is committed to the values of effective corporate governance and the highest ethical standards. We believeOur Corporate Governance Guidelines provide 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:

Director Independence

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.Directors must be independent. For a Director to be considered independent, the Board must determine that the Director does not have any direct or indirect material relationship with the Company. The Board observesJLL and meets all additional criteria for independence and experience established by the NYSE. The Board also observes all criteria from our Corporate Governance Guidelines, which provide that a substantial majority of our Directors will be independent.

New York Stock Exchange (NYSE). The Board has determined that eachall of our Non-Executive Directors Messrs. Bagué, Carter, Jr., Di Piazza, Jr., Lu and Nesbitt, and Mses. Julius, Macaskill, Penrose and Petach, are independent according toexcept Mr. Ulbrich, our Chief Executive Officer. All the criteria we describe above. The Board has determined that Mr. Patel, our new Director nominee, is also independent undermembers of the same criteria. Further, Mr. Shailesh Rao, who stepped down from the Board on September 14, 2018, was independent during his service on the Board. TheseBoard’s three standing committees 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.

In particular, in determining that Ms. Petach is independent, the Board considered her service as director of certain companies affiliated with BlackRock, Inc. (Blackrock), which in the aggregate,companies collectively constitute a significant shareholder of JLL. The Board determined that these relationships do not compromise Ms. 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

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

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

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.

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 CEOChief Executive Officer to focus on his primary responsibility for managing the Company’sJLL’s day-to-day operations.

Board Committees

Our Board of Directors hasMr. Mehta, a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. The following table identifies:

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), Mses. Macaskill and Penrose, and Mr. Nesbitt served as members of our Audit Committee during the entire year of 2018. Mr. Carter has served as a member of the Audit Committee since November 2018.

Under the terms of its charter, the Audit Committee acts on behalf of the Board to monitor (1)on June 1, 2020, succeeding Ms. Penrose, who served in the integrityChairman role since 2005.

The duties of the Company’s financial statements, (2) the qualifications and independenceChairman of the Company’s independent registered public accounting firm, (3)Board include the following:

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

OurThe Board has determined that each of the members of our Audit Committee is “financially literate” 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. Bagué, Lu, and Di Piazza, and Mses. Julius and Penrose, served as members of the Compensation Committee during the entire year of 2018. Mr. Rao served on the Compensation Committee through September 2018. Mr. Lu servedperson who serves as Chairman of the Compensation Committee through September 2018 and Mr. Bagué took overBoard, if that person is independent, will automatically also serve as Chairman starting in September 2018.

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.

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

Compensation Committee Interlocks and Insider Participation

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

Relationship Between Compensation Design and Risk-Taking

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

The Nominating and Governance Committee

Mses. Penrose (Chairman), Julius, Macaskill and Petach, and Messrs. Bagué, Di Piazza, Lu, and Nesbitt served as members of the Nominating and Governance Committee during the entire year of 2018. Mr. Carter has served as member of the Nominating and Governance Committee since November 2018. 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.committees.

Director Attendance

Board meetings and attendance

The full Board of Directors held four in-person meetings and six telephonic8 meetings during 2018.2020. Each Director who held such position during 2018 attended, in aggregate, at least 75% of all meetings (including teleconferences) of the Board and of any Committeecommittee on which such Director served during the course of his or her membership on the Board orperiods in which such Committee.Director served. Our Non-Executivenon-employee Directors meet in executive session without management participation, prior toeither before or after every in-person Board meeting. Ms. Penrose, theThe 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 memberyear. All of our Board of Directors to attend each Annual Meeting of Shareholders. All ofon the members of our Board of Directors at the time were present at our previous2020 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 May 31, 2018.the Investor Relations page of our website at www.ir.jll.com.

Audit Committee

Compensation Committee 

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Nominating and Governance Committee 

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 Orientationorientation and Continuing Education

continuing education

We provide new Directors who join our Board with an initial orientation about the Company,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. We then provide all

All of our Directors withhave access to resources and ongoing educational opportunities to assisthelp them in stayingstay 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 BoardDirectors also visits Companyvisit company offices in different cities as part of its regularly scheduled Board meetings, andmeetings. These visits typically this includesinclude sessions with management, staff and clients.

Annual Board Self-Assessments and Senior Management Assessments

self-assessments

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

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The Board alternates between written and interview approaches for its self-assessments. For the year ended 2018, the Board conducted its self-evaluation using interviews.

The Board’s Rolerole in Enterprise Risk Oversight

enterprise risk oversight

Successful management of any organization’sour enterprise risks is critical to itsJLL’s long-term sustainability. TheManagement is responsible for identifying and mitigating JLL’s enterprise risks, but the Board and its Committeescommittees take active roles in overseeing management’s identification and mitigation ofthat effort. In particular, 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 itmanagement is taking to avoid and mitigate them, including with respect to cybersecurity. Each of

TheAuditCommittee focuses on the Compensationprocess management follows to continuously identify enterprise risks and monitors the mitigation efforts management has established. The Audit 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 Committeeannually discusses with management the process that has been followed in order to establish an enterprise risk management report. This report reflects (1) the then currentthen-current most significant enterprise risks that management believes the Company is facing, (2)JLL faces, the efforts management is taking to avoid or mitigate the identified risks, and (3) how the Company’sour internal audit function proposes to align its activities withto 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 establishment of executive compensation,deliberations, the Compensation Committee considers how the structuringstructure of our compensation programs will affect risk-taking, and the extent to which it willthose programs drive alignment with theJLL’s long-term success of the enterprise 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 the “Compensation Discussionour corporate governance and Analysis” that is a part of this Proxy Statement.

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 conduct our corporate governance, which represents another important aspect of overall enterprise risk management.manage the organization.

Shareholder EngagementThe 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.

We regularlyShareholder engagement

Why we engage

Shareholder engagement is a core JLL practice that is a significant part of our ongoing dialogue with our shareholdersstakeholders to ensure that existing and potential investors understand our key decisions and that we understand their perspectives on our Company, including our strategies, performance, issuespriorities.

Key topics of engagement

2020 investor outreach

Our investor outreach program is a best practiceyear-round process. During 2020, JLL provided institutional investors with a wide variety of opportunities to offer engagement to shareholders representing a majorityprovide feedback through different channels by attending or hosting:

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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 are in addition to normal course outreach conducted byincluding our Investor Relations teamTask Force for Climate-related Financial Disclosure reporting, our Sustainability Accounting Standards Board disclosures, progress with setting our Science-Based Targets and members of senior management with portfolio managers and analysts, which are primarily focused on strategy and Company performance. We also meet with shareholders at investor conferences held throughout the year.progress against our global sustainability goals.

Communicating with Ourour Board of Directors

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 to ensure the diversity of perspectives are considered.you. Shareholders and other interested parties may communicate directly with our Board of Directors. If you wish to do so, please send an e-mail to boardofdirectors@am.jll.com, which our Corporate Secretary will forward to all Directors.Directors by email or regular mail. If you wish to communicate only with our Non-Executivenon-employee Directors, or specifically with anya particular 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 mailcommunication.

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Back to any or all of our Directors, or specifically to any or all of our Non-Executive Directors, care of our Corporate Secretary at the address of our principal executive office, and our Corporate Secretary will forward it unopened to the intended recipient(s).Contents

Corporate Sustainability

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

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

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

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

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

Our Global Sustainability Report is available at https://www.us.jll.com/content/dam/jll-com/documents/pdf/other/JLL-2017-Global-Sustainability-Report-interactive.pdf. Our latest report documents the Company’s achievements and challenges within our services and operations. Core to our journey is to embed sustainability deeply into our business. The report demonstrates how our approach aligns with our clients, adds value for shareholders, and benefits our workforce and the wider community. We use as guidance for our reporting the standards established by the Global Reporting Initiative, and the International Integrated Reporting Council, among others.

Review and Approvalapproval of Transactionstransactions with Interested Persons

interested persons

We have adopted a conflict of interest policy as part of JLL’s Code of Business Ethics, which sets forth our expectation that all Directors, Corporate Officers,executive officers and JLL employees of the Company will 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:

PolicyProhibition on Trading Stock; Policy Against Pledginginsider trading, pledging or Hedging Stockhedging

We have anOur insider trading policy which prohibits all Directors, employees, officers 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(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 involvingdesigned to offset decreases in the market value of JLL 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 stock.Global Chief Legal Officer at least two weeks prior to any proposed transaction.

Non-ExecutiveNon-employee Director Compensationcompensation

How we determine Director compensation

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

We use a combination 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: