UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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![]() | Soliciting Material under §240.14a-12 |
Jones Lang LaSalle IncorporatedJONES LANG LASALLE INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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April 18, 2019
16, 2021
Dear Fellow Shareholders:
You are invited to attend the 20192021 Annual Meeting of Shareholders (the 2019 Annual Meeting) of Jones Lang LaSalle Incorporated (Jones Lang LaSalle,which may sometimes be referredis currently scheduled to as JLL, the Company or as we, us, or our) which will take place on Wednesday,Thursday, May 29, 2019,27, 2021, beginning at 9:00 a.m., local time, atCentral time.
Due to COVID-19-related public health restrictions and for the JLL office located at 8343 Douglas Avenue, Suite 100, Dallas, Texas 75225.
safety and well-being of our shareholders, employees, directors and officers our annual shareholders meeting will be conducted online in a virtual meeting format via live audio webcast. The accompanying 2021 Proxy Statement contains information about attending the 2021 Annual Meeting online. You will not be able to attend the 2021 Annual Meeting physically in person.
At this year’s meeting, we will vote on the following proposals:
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Meeting Attendance and Voting
proposals detailed in the accompanying Proxy Statement.
MeetingAttendanceandVoting
Your vote is very important to us. This year, we We genuinely hope you will join us online at our 2021 Annual Meeting of Shareholders. If you are again voluntarily furnishing proxy materialsnot able to our shareholders on the Internet rather than mailing printed copies to each shareholder. This serves our sustainability goals and also savesjoin us, significant postage, printing, and processing costs. Whether or not you plan to attend the Annual Meeting, please cast your vote as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet, by telephone or by telephone,mail, as promptly as possible. You may also request a paper proxy card to submit your vote by mail if you prefer. If you attend the Annual Meeting, you may vote your shares in person even if you have previously given your proxy.
We anticipate that we willexpect to mail the Notice of Internet Availability of Proxy Materials to our shareholders on or about April 18, 2019.16, 2021. The proxy materials we furnish on the Internet include our 20182021 Proxy Statement and our 2020 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2018.2020.
ChangestoourBoard
On behalf of the Board and JLL, we would like to thank Sheila Penrose for her service as Chairman of the Board since 2002. Sheila has agreed to continue as a Director and is a nominee for election at the 2021 Annual Meeting of Shareholders. We look forward to her continuing contributions to the Board and JLL.
Directors Ming Lu and Martin Nesbitt are not standing for re-election for another term, and we thank them for their counsel and guidance. Their services benefitted the Board and our company.
Finally, we welcome Tina Ju as a first-time nominee for Director this year. Tina is a founding and managing partner of KPCB China and TDF Capital, and we expect that her long experience in venture capital and investment banking, particularly in China, will prove to be a valuable addition to the Board and JLL.
As always, we appreciate your continued interest in JLL.
Sincerely,
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Chief Executive Officer
| 2021 Proxy Statement 1
of Shareholders
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| ![]() | Virtual Meeting | ![]() | Record Date |
9:00 a.m., |
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 in a virtual meeting format via 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.
Items of Businessbusiness
ToAt the 2021 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated (JLL or the Company), shareholders will be asked to vote on the following proposals:
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| Election of the |
2. |
| Approval, on an advisory basis, of |
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| Approval of the Amended and Restated 2019 Stock Award and Incentive Plan; and |
4. |
| Ratification of the appointment of KPMG LLP as |
Record Date
TheIn addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof, by or at the direction of the Board of Directors has fixed the close of business on Friday, March 15, 2019, as the record date (the Record Date) for determining the shareholders entitled to receive notice of, and toDirectors.
Other Important Information
You can vote at, the Annual Meeting. Only shareholdersif you were a shareholder of record at the close of business on the Record DateFriday, April 1, 2021, or if you hold a proxy from such a shareholder. If you are entitled to receive notice of, andeligible to vote at the virtual 2021 Annual Meeting. WeMeeting you will permit only shareholders, or persons holding proxies from shareholders,be able to attend the meeting online, vote your shares electronically and submit questions during the meeting via live audio webcast. Shareholders of record may also view the list of registered holders entitled to vote at our 2021 Annual Meeting.Meeting on the virtual meeting website.
Itisimportantthatyoursharesberepresentedandvotedatthe2021AnnualMeeting. You can vote your shares on the Internet, by telephone or by completing and returning your proxy or voting instruction card. Submitting your proxy by one of these methods will ensure your representation at the 2021 Annual Meeting regardless of whether you attend online.
More information about attending the 2021 Annual Meeting online and voting before and at the meeting is provided on the next page.
WewillprovidetheNoticeofInternetAvailabilityofProxyMaterials,electronicdeliveryoftheproxymaterialsormailingofthe2021ProxyStatement,the2020AnnualReportonForm10-KandaproxycardtoshareholdersbeginningonoraboutApril16,2021.
By Order of the Board of Directors
Alan K. Tse
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. |
jll.com | ![]() |
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.
April 18, 2019Shareholders 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.
YOUR VOTE IS VERY IMPORTANT. ANY SHAREHOLDER MAY ATTEND THE 2019 ANNUAL MEETING IN PERSON. IN ORDER FOR US TO HAVE THE QUORUM NECESSARY TO CONDUCT THE 2019 ANNUAL MEETING, WE ASK THAT SHAREHOLDERS WHO DO NOT INTEND TO BE PRESENT AT THE 2019 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 2019 ANNUAL MEETING.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.
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.
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.
| 2021 Proxy Statement 3
jll.com | ![]() |
We shape the future of real estate for a better world
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.
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 5
Revenue | FeeRevenue* | NetIncomeattributabletocommonshareholders |
$16.6 billion | $6.1 billion | $402.5 million |
-8% from 2019 | -14% from 2019 | -25% from 2019 |
People | Returnedtoshareholders | Investment-grade |
91,000 | $100 million | BBB+ |
colleagues in 80 countries | via share repurchases | Standard & Poor’s Ratings Services |
Baa1 | ||
Moody’s Investors Services |
Fee Revenue is a non-GAAP financial measure, which is described in more detail in Annex 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 GAAP.
jll.com | ![]() |
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.
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 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.
In 2020, we earned numerous awards and recognitions that reflect 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 being named:
● | A member of the Bloomberg Gender-Equality Index, for the second consecutive year |
● | A member of the Dow Jones Sustainability Index North America, for the fifth consecutive year |
● | One of America's 100 Most Sustainable Companies by Barron's |
● | An Energy Star Sustained Excellence Award recipient, by the U.S. Environmental Protection Agency, for the ninth consecutive year |
● | One of America's Most Responsible Companies by Newsweek, for the second consecutive year |
● | One of the World's Most Ethical Companies by the Ethisphere Institute, for the 13th consecutive year |
● | One of the World's Most Admired Companies by Fortune Magazine, for the fourth consecutive year |
● | To the Human Rights Campaign Foundation's Corporate Equality Index, a benchmarking survey on corporate policies and practices related to LGBTQ workplace equality, with a perfect score, for the seventh consecutive year |
● | One of America's Best Employers for Diversity by Forbes, for the second consecutive year |
● | One of America's Best Employers for Women by Forbes |
● | One of the Top Companies for Executive Women by Working Mother, for the fifth consecutive year |
● | One of Working Mother's Best Companies for Dad |
| 2021 Proxy Statement 7
This summary highlights certain information from ourthis Proxy Statement for the 2019 Annual Meeting of Shareholders.This summaryand does not contain all of the information that you should consider, and youconsider. You should read the entire Proxy Statement before voting your shares. For more complete information regarding the Company’s 2018JLL’s 2020 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2018.2020.
![]() | When | ![]() | Virtual Meeting | ![]() | Record Date | |
Thursday, May 27, 2021 9:00 a.m., Central Time | Via live audio webcast at www.virtualshareholder | 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 attending the 2021 Annual Meeting online. You will not be able to attend the 2021 Annual Meeting physically in person.
Shareholder Voting Mattersvoting matters and Recommendations
recommendations
The following table summarizes the items that will be brought for a vote of our shareholders at the 20192021 Annual Meeting, along with theour voting recommendations of our Board of Directors (the Board) and the required vote for approval:recommendations.
Proposal | Vote Required to Adopt the Proposal | Board Recommends | Reasons for Recommendation | More Information |
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| Majority of votes cast with respect to each |
| The Board believes the | See |
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| Majority of votes cast |
| Our executive compensation programs demonstrate our pay-for-performance philosophy and reflect the input of shareholders | See |
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| Majority of votes cast |
| Equity compensation helps to align the incentives of management and | See |
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| Majority of votes cast |
| Based on its assessment of | See |
Our Board of Directors
YOUR VOTE MATTERS: HOW TO VOTE
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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. |
jll.com | ![]() |
Our current Board includes a diverse group of leaders in their respective fields. We believe their varied backgrounds, skills, and experiencesexperience contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior executive team. Dame DeAnne Julius, who has served on the Board since November 2008,Tina Ju is not standinga first-time nominee for re-electionDirector at the 20192021 Annual Meeting. We thank Dame DeAnne for her service toAll the Company.
Director Nominees
You are being asked to vote on the election of these ten Directorother nominees nine of whom 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 providesand the charts below provide summary information about each of our Director nominees as well as their Committee memberships as of the date of this Proxy Statement. The table below also discloses the Board’s determination as to the independence of each nominee under the listing standards of the New York Stock Exchange (NYSE) and the relevant rules of the Securities and Exchange Commission (the SEC). Additionalnominees. You can find more information about each Director’s background and experience can be found beginning on page 2.15.
Name | Age | Director | Position | Independent | Audit | Compensation | Nominating | Other |
Hugo Bagué | 58 | 2011 | Former Group Executive, Organisational Resources, Rio Tinto plc | Yes | — | Yes | Yes | — |
Matthew Carter, Jr. | 58 | 2018 | Chief Executive Officer, Aryaka Networks, Inc. | Yes | Yes | No | Yes | 2 |
Name | Age | Director Since | Position | Independent | Audit | Compensation | Nominating and Governance |
Hugo Bagué | 60 | 2011 | Former Group Executive, Organisational Resources, Rio Tinto plc | Yes |
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Matthew Carter, Jr. | 60 | 2018 | Chief Executive Officer, Aryaka | Yes | ● |
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Samuel A. Di Piazza, Jr. | 70 | 2015 | Retired Global Chief Executive Officer, PricewaterhouseCoopers | Yes |
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Tina Ju | 55 | First-time nominee | Managing member of the general partner of KPCB China and TDF Capital | Yes |
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Bridget Macaskill | 72 | 2016 | Chairman of Cambridge Associates LLC and Former Non-Executive Chairman and Chief Executive Officer, First Eagle Holdings, Inc. | Yes | ● |
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Deborah H. McAneny | 62 | 2019 | Former Executive Vice President, Structured and Alternative Investments, John Hancock Financial Services, Inc. | Yes |
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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 | ● |
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Sheila A. Penrose | 75 | 2002 | Former Chairman of the Board, JLL and Retired President, Corporate and Institutional Services, Northern Trust Corporation | Yes |
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Ann Marie Petach | 60 | 2015 | Senior Advisor to the CFO of Google, Inc. and Retired Chief Financial Officer, BlackRock, Inc. | Yes | ![]() |
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Christian Ulbrich | 54 | 2016 | Chief Executive Officer and President, JLL | No |
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Name | Age | Director | Position | Independent | Audit | Compensation | Nominating | Other |
Samuel A. Di Piazza, Jr. | 68 | 2015 | Retired Global Chief Executive Officer, PricewaterhouseCoopers International Ltd. | Yes | — | Yes | Yes | 3 |
Ming Lu | 61 | 2009 | Partner, KKR & Co., L.P. | Yes | — | Chairman | Yes | — |
Bridget Macaskill | 70 | 2016 | Non-Executive Chairman, First Eagle Holdings, Inc. | Yes | Yes | — | Yes | 2 |
Martin H. Nesbitt | 56 | 2011 | Co-Chief Executive Officer, The Vistria Group, LLC | Yes | Yes | — | Yes | 2 |
Jeetendra (“Jeetu”) I. Patel | 47 | New Nominee | Chief Product Officer and Chief Strategy Officer, Box, Inc. | Yes | N/A | N/A | N/A | — |
Sheila A. Penrose | 73 | 2002; Chairman Since 2005 | Chairman of the Board, JLL | Yes | Yes | Yes | Chairman | 1 |
Ann Marie Petach | 58 | 2015 | Retired Chief Financial Officer, BlackRock, Inc. | Yes | Chairman | — | Yes | — |
Christian Ulbrich | 52 | 2016 | Chief Executive Officer and President, JLL | No | — | — | — | 1 |
Corporate Governance Highlights
Our | 2021 Proxy Statement 9
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
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● Annual election of Directors ● Majority voting in Director elections ● No poison pill in effect ● Proxy ● Process for shareholders to communicate with the Board ● Active ●
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● Disclosure committee for financial reporting ● Increasingly sophisticated integrated reporting and corporate sustainability reporting ● Corporate compliance program ● Negligible political contributions |
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:
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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.
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(1) Mr. Jacobson is excluded because he participated in a plan during 2020 that was not available to all GEB members.
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”.
| 2021 Proxy Statement 11
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| 2021 Proxy Statement 13
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.
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The Board recommends a vote FOR the election of each of the named nominees as Directors.
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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:
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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.
| 2021 Proxy Statement 15
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.
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Age: 60 Director since 2011 | ||
Committees: Compensation (Chair) | ||
Nominating and Governance | ||
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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.
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 | ||
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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.
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.
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 | ||
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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.
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.
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 | ||
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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.
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.
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 | ||
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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.
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 | ||
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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.
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.
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 | |||
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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.
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.
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).
| 2021 Proxy Statement 17
![]() | Jeetendra (Jeetu) I. Patel | |
Age: 49 Director since 2019 | ||
Committees: Audit Nominating and Governance | ||
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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.
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 | ||
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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.
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.
Current: McDonald’s Corporation (since 2006).
![]() | Ann Marie Petach | ||
Age: 60 Director since 2015 | |||
Committees: Audit (Chair) Nominating and Governance | |||
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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.
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.
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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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.
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.
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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.
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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.
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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:
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our Articles of Incorporation and our Bylaws;
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our Corporate Governance Guidelines;
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charters for each of our Audit, Nominating and Governance, and Compensation Committees;
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the Statement of Qualifications 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.
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.
| 2021 Proxy Statement 19
Back to the members of our Board of Directors.Contents
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:
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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.
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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.
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:
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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:
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Director | Audit | Compensation | Nominating and |
Hugo Bagué | — | Chairman* | ✔ |
Matthew Carter, Jr. | ✔ | — | ✔ |
Samuel A. Di Piazza, Jr. | — | ✔ | ✔ |
Dame DeAnne Julius | — | ✔ | ✔ |
Ming Lu | — | Chairman* | ✔ |
Bridget Macaskill | ✔ | — | ✔ |
Martin H. Nesbitt | ✔ | — | ✔ |
Sheila A. Penrose | ✔ | ✔ | Chairman |
Ann Marie Petach | Chairman | — | ✔ |
Number of Meetings During 2018 | 9 | 6 | 4 |
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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:
Chair Board meetings and encourage constructive engagement and open communications;
Preside over regularly-scheduled executive sessions of our non-employee Directors;
Coordinate the activities of, and facilitate communications among, our non-employee Directors;
Chair our annual shareholders’ meetings;
Establish each Board meeting agenda, consulting with the 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;
Represent JLL with clients and shareholders as required;
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 Company’s internal audit functionBoard; and of its independent registered public accounting firm,
Maintain regular and (4) compliance by the Companyopen dialogue with certain legal and regulatory requirements.Board members between meetings.
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.
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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
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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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.
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).
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. |
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. |
| 2021 Proxy Statement 21
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 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
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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
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.
Global business strategy
Corporate governance and corporate responsibility,
Human capital management and executive compensation. This ongoing dialogue, in which both members of management and Directors participate, has helped inform the Board's decision-making and ensure our interests remain well-aligned with those of our shareholders. In 2018, we met with shareholders representing 32% of our outstanding shares to learn their perspectives on the Company and governance-related topics. While a number of our shareholders did not request meetings, we believe itcompensation
ESG matters
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:
More than 200 one-on-one investor meetings and calls, reaching holders of over 50% of our shares, outstanding. Theseincluding our five largest shareholders as of year end
Industry Conferences
Webcasts with leadership to provide updates on key developments including JLL’s global sustainability framework, development goals, and progress to date
| 2021 Proxy Statement 23
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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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.
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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:
A Director, nominee for Director or 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 the foregoing persons; and
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Any entity in which any of the foregoing persons has a substantial ownership interest or control.
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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:
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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;
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Reflective of the demands placed on Board and committee members by a complex and geographically dispersed, global organization operating in highly competitive and dynamic markets; and
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Competitive based on compensation paid to directors at other firms under broadly similar circumstances.
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The 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.Nominating and Governance Committee gathers data for those companies in the peer groups that the 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-employeenon-executive director compensation and to make recommendations to the Committee on appropriate compensation packages generally in line with median compensation offered at peer companies. The Committee gathers
When reviewing these studies and data, for those companies in the peer groups that are also used as comparisons for executive compensation. Those peer groups reflect two different business aspects: (1) real estate-oriented firmsNominating and (2) business services firms. We also target firms that are similar in size by revenue, a range of one-half to no more than three times our own revenue. TheGovernance Committee seeks information regarding:
total mix of compensation;
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board retainers and meeting fees;
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compensation for serving on and for chairing committees;
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equity ownership guidelines;
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equity vehicles used and vesting schedules; and
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compensation for Non-Executive Chairman.
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Based upon internal 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.
| 2021 Proxy Statement 25
We have established a “stewardship” approach to theDirector compensation amounts for 2020
2020 compensation for our non-employee Directors consisted of our Non-Executive Directors whereby we do not pay individual meeting fees. Accordingly, our Directors receive:three components:
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AnnualCashRetainer
Each Director — $75,000
●
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In addition to the above amounts:
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Paidinequalquarterlyinstallments;inresponsetotheCOVID-19pandemic,effectiveasofthequarterlypaymentmadeApril1,2020,eachmemberoftheBoardagreedbyirrevocablewaivertoforegoreceiptof50%ofthecashretainerfeespayabletoherorhimduringtheremainderof2020. |
AnnualGrantofRestrictedStockUnits | ● Valued at $145,000 (in addition to retainers) Asdescribedbelow |
AnnualCashRetainerforCommitteeChairorMember | ● Audit Committee |
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Paidannuallyinthirdquarter |
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Restricted stock unit awards continue to vest according to their original schedules inAs noted above, the eventChairman of the death or disabilityBoard 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 meets in executive session, without the Chairman being present. In 2020, the Nominating and Governance Committee set the Chairman’s additional annual retainer as $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.
The number of restricted stock units awarded each year is based on the closing price of our common stock on the grant date, which historically has been the day after the 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 and the other half will vest on the third anniversary. Upon the termination of a Non-Executive Director. Theynon-employee Director’s service to the Board, restricted stock units awarded vest in full, in part, or become fully vested ifcompletely forfeited as the Non-Executive Director retires, isBoard or the Chairman of the Nominating and Governance Committee determines based on factors including the circumstances for the non-employee Director’s leaving the Board including, but not re-nominated, or islimited to, conflict of interest, timing of exit and tenure, attendance, and performance and contribution to the Board.
We do not re-elected by the shareholders. If a Non-Executive Director resigns or is terminated for cause, he or she forfeits all remaining unvested awards.
pay meeting fees, but JLL reimburses all Directors for reasonable travel, lodging and related expenses incurred in attending meetings.
We do not pay any Directors’ feesprovide perquisites to our non-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. Non-employee Directors may also elect to defer distribution of the shares they have elected to receive in lieu of any or all of their 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 nonqualified 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.
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Compensation for Our Chairman of the Board
Non-Executive Director Compensation for 2018
2020
The following table provides information about the compensation we paid to our current Non-Executive Directors in respect offor their services during 2018:2020. 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 | Stock | Option | Non-Equity | Change in | All Other | Total | |||||||||||||||||||||
Hugo Bagué | — | $ | 248,205 | — | — | — | $ | 6,340 | $ | 254,545 | ||||||||||||||||||
Matthew Carter, Jr. | $ | 15,329 | $ | 75,051 | — | — | — | $ | 0 | $ | 90,380 | |||||||||||||||||
Samuel A. Di Piazza, Jr. | — | $ | 235,000 | — | — | — | $ | 3,244 | $ | 238,244 | ||||||||||||||||||
Dame DeAnne Julius | $ | 90,000 | $ | 145,000 | — | — | — | $ | 1,383 | $ | 236,383 | |||||||||||||||||
Ming Lu | $ | 91,795 | $ | 145,000 | — | — | — | $ | 1,383 | $ | 238,178 | |||||||||||||||||
Bridget A. Macaskill | $ | 90,000 | $ | 145,000 | — | — | — | $ | 1,352 | $ | 236,352 | |||||||||||||||||
Martin H. Nesbitt | $ | 90,000 | $ | 145,000 | — | — | — | $ | 1,383 | $ | 236,383 | |||||||||||||||||
Sheila A. Penrose | $ | 245,000 | $ | 145,000 | — | — | — | $ | 22,188 | $ | 412,188 | |||||||||||||||||
Ann Marie Petach | $ | 105,000 | $ | 145,000 | — | — | — | $ | 1,383 | $ | 251,383 | |||||||||||||||||
Shailesh Rao | $ | 0 | $ | 60,000 | $ | 671 | $ | 60,671 |
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 |
(2) | The stock awards in this column reflect |
Director. The amounts we report in this column reflect the grant date fair values of the stock awards we made to our |
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(3) | 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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Non-Executive | 2021 Proxy Statement 27
Non-employee Director Stock Ownershipstock ownership
In order toTo align the interests of our Board members with the interests of our shareholders, our Board has adopted stock ownership requirements for non-employee Directors. As part of its annual review of all director compensation practices, in March 2019, the Nominating and Governance Committee reviewed the stock ownership guidelines. Based on this review, the Nominating and Governance Committee determined, to require that at a minimum,Specifically, by the fourth 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 the lesser of (1) 6,000 shares of the Company’s Common StockJLL common stock, or (2) shares of the Company’s Common StockJLL common stock worth $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 four 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, 2019,April 1, 2021, when the price per share of our Common Stockcommon stock at the close of trading on the NYSE was $162.11,$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 |
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| $3,628,770 |
Matthew Carter, Jr. | 840 | 2,308 | 3,148 |
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| $580,869 |
Samuel A. Di Piazza, Jr. | 10,199 | 2,483 | 12,682 |
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| $2,340,083 |
Ming Lu | 13,481 | 2,483 | 15,964 |
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| $2,945,677 |
Bridget Macaskill | 3,755 | 2,483 | 6,238 |
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| $1,151,036 |
Deborah H. McAneny | 10,471 | 1,952 | 12,423 |
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| $2,292,291 |
Siddharth (Bobby) Mehta | 483 | 1,952 | 2,435 |
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| $449,306 |
Martin H. Nesbitt | 3,245 | 2,483 | 5,728 |
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| $1,056,930 |
Jeetendra (Jeetu) I. Patel | 571 | 2,040 | 2,611 |
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| $481,782 |
Sheila A. Penrose | 50,605 | 2,483 | 53,088 |
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| $9,795,798 |
Ann Marie Petach | 4,178 | 2,483 | 6,661 |
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| $1,229,088 |
jll.com | ![]() |
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 | Restricted | Stock | Total | Value at | |||
Hugo Bagué | 13,556 | 2,121 | 0 | 15,677 | $ | 2,541,398 | ||
Matthew Carter, Jr. | 0 | 537 | 0 | 537 | $ | 87,053 | ||
Samuel A. Di Piazza, Jr. | 2,121 | 6,724 | 0 | 8,845 | $ | 1,433,863 | ||
Dame DeAnne Julius | 2,121 | 11,739 | 0 | 13,860 | $ | 2,246,845 | ||
Ming Lu | 2,121 | 11,739 | 0 | 13,860 | $ | 2,246,845 | ||
Bridget Macaskill | 1,371 | 2,256 | 0 | 3,627 | $ | 587,973 | ||
Martin H. Nesbitt | 996 | 2,121 | 0 | 3,117 | $ | 505,297 | ||
Sheila A. Penrose (2) | 48,206 | 2,121 | 0 | 50,327 | $ | 8,258,510 | ||
Ann Marie Petach | 1,929 | 2,121 | 0 | 4,050 | $ | 656,546 |
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Proposal 2 – Approval, on an advisory basis,Board. There are no family relationships among any of namedour Directors or executive officer compensationofficers. Information about Christian Ulbrich, our Chief Executive Officer and Chairman of our GEB, is included above under “Our 2021 Director nominees” at page 15.
Pursuant 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 Human Resources, HSBC USA, from 2012 to
Section 14A2016. Prior to that and since 1986, she served in various positions of increasing responsibility for HSBC and Household International (which was acquired by HSBC in 2003).
RichardW.Bloxam, 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 in EMEA for four years, and before that he served in various positions of increasing responsibility for JLL’s Capital Markets business in EMEA.
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 Chief Executive Officer for our Corporate Solutions business and Chairman of our Global Corporate Solutions Board. He joined JLL as EMEA CEO, Corporate Solutions in 2017. Before joining JLL, Mr. Murray was CEO of Corporate Services and Region Chair for the UK and Ireland for Sodexo, Inc., where he served in various positions of increasing responsibility from 2009.
GregoryP.O’Brien, 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 Securities Exchange ActAsia 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 1934 (the 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 Executive Board
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Proposal 2 - Advisory approval of executive compensation
As we do every year, we are providing stockholders with the following proposalasking our shareholders to approve, on an advisory basis, the compensation of our Named Executive Officers for 2020, as discloseddescribed in this Proxy StatementExecutive Compensation section.
As fully described in accordancethe 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 SEC rules: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 the Company’sJLL’s Proxy Statement for the 20192021 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 found in the Proxy Statement of Jones Lang LaSalle Incorporated.information.
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:
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Accordingly, our Board requests that our shareholders vote to approve our executive compensation program. While this vote is not binding on our Company,JLL, it will provide valuable information to our Compensation Committee and our management regarding investor sentiment aboutrelating to our executive compensation philosophy, policies and practices. We will consider this information when determining executive compensation for 2019 and beyond.as we move forward.
OurThe Board unanimously recommends you vote FOR the advisory say-on-pay vote approvingthe Company’s named JLL’s executive officer compensation.
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Compensation Discussiondiscussion and Analysis
analysis
This Compensation Discussion and Analysis (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 Former Chief Financial Officer, (3) our Interim Chief Financial Officer and Chief Administrative 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)(GEB) during 2018, and we refer to them in this Proxy Statement as our Named Executive Officers.2020.
Our Executive Compensation disclosure is organized into four core sections:
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| Chief Executive Officer |
Karen Brennan(1) | Chief Financial Officer |
Jeff A. Jacobson(2) | Chief Executive Officer, LaSalle Investment Management |
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 of 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. |
(3) | Ms. Plaines stepped down as Chief Financial Officer and a member of the GEB effective July 15, 2020. |
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Principles of our Executive Compensation Program
We redesigned our executive compensation program in 2018 which is summarized in the Highlights of Compensation Committee Actions section. The following principles guided our decisions:
Aligned Compensationalignswith shareholders – Realizedshareholders’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;
stock.
Strong linkage Thereisastronglinkbetweenpayand performance – performance.
A significant portion of our executives’ compensation is at-riskat risk and aligned with achievement of our financial and long-term strategic goals;
goals.
Incentivize Compensationincentivizesbehaviorsthatdrive business – Incentivebusiness.
Our incentive compensation plans incorporate relevant metrics and targets to drive the behaviors necessary to accomplish our short-term and long-term goals;
goals.
Appropriate Balance Between Short-term Thereisanappropriatebalancebetweenshort-termand Long-Term Compensation Elements – Allocation oflong-termcompensationelements. We allocate compensation to fixed and variable pay results inwith an appropriate mix of short-term and long-term pay elements;
elements.
Maintain Wemaintaingoodcorporategovernancepracticesandavoidincentivesthatmaycreateexcessive risk –risk. Our compensation plans include specific policies and practices that mitigate risk and are designed to further align executive compensation with long-termshareholder interests as described under the “Risk Considerations” section below;
long-term shareholder interests.
Simple DesignThe – compensationprogramiseasytounderstand.
Our compensation program is easy to communicate and understand.
Pay for Performanceperformance
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 the Committee,we or us 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 the program serves to alignaligns compensation with performance in a direct and appropriate way.
Elements of executive compensation
2018 Financial 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.
Highlights:
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(1) Mr. Jacobson is excluded because he participated in a plan during 2020 that was not available to all GEB members.
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Each of JLL’s four operating segments contributed to the results:
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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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Pay and Performance Relationship
performance relationship
The following tables illustrate threegraph illustrates four years of CompanyJLL’s performance and the aggregate compensation of our Named Executive Officers.NEOs. The overall growth of theJLL’s business asis represented below by CC U.S. GAAP Diluted EPSadjusted diluted earnings per share and Adjusted Net Income grew faster than the compensation of our Named Executive Officers.adjusted net income, which are described in more detail in AnnexA to this Proxy Statement. We selected Earnings Per Share and Adjusted Net Incomechose these metrics because of their high correlation with creating shareholder value.
NEO compensation represents total direct compensation (base salary, AIP and LTIP) for five NEOs, selected as described below, as of December 31 of each year. Due to the change in the Long-Term Incentive planLTIP structure in 2018, the compensation for 2020, 2019 and 2018 compensation includes the fair market value at grant of the LTIP. ActualLTIP, although actual performance will be measured in 2021.2023, 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.
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| With respect to Adjusted net income, Net incomeattributable to common shareholders below is |
| 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 this Proxy Statement for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.
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Return to Shareholders
Total shareholder return (TSR) performance
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, 2013.2015.
Five-Year Cumulative Total Shareholder Return
Summary of executive compensation practices
We continually evaluate our compensation programs to ensure we are pursuing best practices in executive compensation. Below is a summary of what we do and do not do, the totality of which we believe aligns with the long-term interests of our shareholders.
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![]() | 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 |
Highlights of Compensation Committee ActionsSay-on-Pay Advisory Vote
Say-on-Pay Results
With respect to theWe provide shareholders with an annual advisory “say-on-pay” shareholder vote held on May 30, 2018, 95.1% of shareholders voted forto approve our executive compensation programs. We evaluatedprogram.
Our current executive compensation program was first highlighted in the resultsproxy statement for our annual meeting of shareholders held in 2018. Throughout 2018, 2019 and 2020, the 2018 “say-on-pay” votecore structure and elements of this program were also topics discussed as part of our regular ongoing investor engagement process, where we received overall assessment of the compensation program for our Named Executive Officers. Noting that highlights of the new compensation plans were included in the 2018 proxy statement and communicated to shareholders throughout 2018, we determined that it (1) satisfied our objectives and (2) remained consistent with the compensation philosophy we discuss in more detail below. Consequently, we viewed the results of the 2018 “say-on-pay” vote as positive and supportivefeedback. Further discussion of our executive compensation program was included in our proxy statements for our annual meetings of shareholders held in 2019 and 2020. Other than those specific steps we did nothave taken in response to the COVID-19 pandemic, which are discussed as applicable in this CD&A, our executive compensation program remained consistent in structure in 2020.
At our annual meeting of shareholders held in 2020, approximately 88% of the votes cast were in favor of our executive compensation program. The Compensation Committee evaluated this most recent say-on-pay result in evaluating our executive compensation program. The Compensation Committee also assessed the
| 2021 Proxy Statement 35
interaction of our compensation programs with our business objectives, reviewed peer data and received input from Exequity LLP, the Compensation Committee’s independent compensation consultant, as well as from a number of our shareholders.
Taking each of these factors into account with respect to NEO compensation, the Compensation Committee determined to make any significantseveral changes to theour executive compensation program and policies for 2019.
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How2021 and beyond. We Make Compensation Decisionshave summarized these changes below under “Changes for 2021 – Program Changes.”
Risk ConsiderationsHow we make compensation decisions
We structure compensation for our Named Executive Officers to minimize the incentive to take risks that could have a material adverse effect on our financial results or operations. The table below indicates the mechanisms we use to manage risk incentives under our AIP and LTIP.
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 executive compensation and (1) achievement of company performance, (2) shortin both our short-term and long-term strategic objectives, which are designed to drive shareholder value. To carry out its responsibilities, the Compensation Committee:
Retains, and regularly confers with independent compensation consultants to advise on the design, structure, and market competitiveness of our compensation plans;
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Reviews market compensation data to compare our executive compensation to what other similarly-situated companies pay and to study how such companies use compensation to promote desired business outcomes and attract and retain executive talent; and
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Considers other relevant matters, including internal equity, consistency, and accounting requirements, when fixing compensation amounts.
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Role of our Chief Executive Officer
Our Chief Executive Officer, ChristianMr. Ulbrich, makes annual 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 Officers, and the LeadershipMultiplier.other NEOs. To do this, Mr. Ulbrich:
Reviews external market data as well as internal equity comparisons to recommend targets;
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Evaluates in his judgment the performance of each of the other NEOs based on the goals and business objectives we established at the beginning of the year;
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Considers the quality of the interaction and contributions of the other NEOs as members of the GEB; and
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Compares the performance of each of the other NEOs on a relative basis, considering the different market, geographical, and cultural dynamics and challenges of each of their respective business segments.
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The Compensation Committee reviews these evaluations and recommendations discusses them with Mr. Ulbrich and ultimately approves or amends before determining the compensation to approve.
Mr. Ulbrich’s recommendations in its discretion.
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The CommitteeUlbrich also receives a self-assessmentprovides an assessment of the Chief Executive Officer’shis own performance during the previous year relative to his performance objectives. The Compensation Committee nextthen meets in one or more private executive sessions without Mr. Ulbrich present to develop its own conclusions about Mr. Ulbrich’s performance. In its discretion, the Committee then determines thehis performance and to determine his performance rating (MyPerformance) and Leadership Multiplier which determines a portion of his compensation.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 compensation analysis.
Role of Independent Compensation Consultant
independent compensation consultant
The Compensation Committee has the authority 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 2018, 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 2018.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 and comment on the agendas and supporting materials in advance of Compensation Committee meetings;
Review and comment on major compensation matters that management proposes, including comparative data and plan design recommendations;
Review the compensation matters disclosed in this Proxy Statement;
Provide advice on best practices for Board governance of executive compensation, current executive compensation trends, and regulatory updates; and
Undertake special projects or provide certain other advice.
We annually consider whether our compensation policies may be reasonably expected to create incentives for our people to take risks that are reasonably likely to have a material adverse effect on either our short-term or longer-term financial results or operations. We continue to believe that our policies do not raise such risks. We also have not identified historical situations where we believe our compensation practices drove behaviors or actions that resulted in material adverse effects on our business or prospects.
The table below identifies the mechanisms we use to manage risk incentives under our Annual Incentive Plan and Long-Term Incentive Plan.
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assessment
We recognize that our compensation practices must be competitive within the broader markets where we compete. As we strive to maintain our leadership position within the global real estate services and investment management industries, it is critical that we attract, retain, and motivate the executives to be ablewho can 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 our peer group: (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 compare ourselves to two peer groups: (1)one consists of real estate-oriented firms, including real estate investment trusts, and (2)the other consists of business services firms. WeIn each case, we target companies 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 publicly-traded real estate-oriented companies, the Real Estate peer group revenue average is low when compared to the business services references and to JLL.
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Management annually reviews the composition of the peer groups. Thegroups, and the Compensation Committee then independently considers and approves the peer groupsgroup 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 Compensation 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 made our assessments. Our peer groups we used for 2018:have otherwise remained the same since 2017, and our current peer groups are shown below.
The peer groups listed above were the same peer groups we used in 2017. | 2021 Proxy Statement 37
We show below the median fee revenue and market capitalization for the two separate peer groups and compare themthose figures to our Company’s ownresults on those metrics. We used 2017This table reflects 2019 results since that data was considered when thefor our peer group companies, were identifiedwhich was the data considered by the Compensation Committee in making decisions about 2020 compensation. The table shows both 2019 and 2020 results for 2018 compensation decisions.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 peer group data and other external benchmark data relating to the JLL Chief Executive Officer, JLL Chief Financial Officer, JLL Chief Administrative Officer and LaSalle Chief Executive Officer positions correlate to publicly available 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 used the 20182019 McLagan Real Estate Investment survey to create a custom peer group matched to LaSalle’s size as measured by assets under management. For the Chief Administrative Officer role, we used tabular survey data from Mercer and Willis Towers Watson.
For the remaining two roles (Chief Executive OfficerCo-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 peer group data relating to their positions do not correlate well enough to theother external data, we have determined that the currently available external data are not sufficiently reliable. Accordingly, we take an internal equity approach, anchored on data for our JLL Chief Executive Officer, JLL Chief Financial Officer, JLL Chief Administrative Officer, and LaSalle Chief Executive Officer, all of which we do believe correlate well. We then assess the remaining Named Executive Officer positions of the Co-CEOs of JLL Technologies on relative size, profit contributions, and comparative performance of their respective businesses.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.
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Summary of Executive Compensation Practices
We continually evaluate our compensation programs to ensure we are pursuing best practices in executive compensation. Below is a summary of what we do and do not do, the totality of which we believe aligns with the long-term interests of our shareholders:
What We Pay and Why: The Elements of Executive Compensation
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We also include a chart below reflecting the anticipated incentive mix glide path through 2022 as we transition to a more long-term oriented program as previously noted.
Anticipated Incentive Mix Glide Path
Base Salary
decisions
We review base salaries for all 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 United StatesU.S. dollars but delivered in local currency when applicable.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 2018 Base Salaries
We changedmeasures 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 salariessalary for all our NEOs due to the significant differencesremainder of 2020 (including Ms. Brennan when compared to our peer groups.she became Chief Financial Officer and joined the GEB on July 15, 2020). The timing of this change was partially due to the meaningful shift from short-term cash to the LTIP. This occurred in 2018 as part of the incentive glide path described in the "Highlights of Compensation Committee Actions" sectiontemporary salary waivers are reflected above and in the Anticipated Incentive Mix Glide Path chart above.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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Our AIP structure is designed to (1) align our executives toexecutives’ compensation with JLL’s enterprise performance; (2)performance, reward themexecutives for their individual performance; (3) reflectperformance, and reward performance against strategic leadership goals.
Targets are establishedThe Compensation Committee establishes target AIP awards for each NEO based on extensive external and internal equity considerations. A calculated award isconsiderations as noted above. Awards are first determined based on theresults against JLL’s annual company financial goals at the enterprise level, with a payout rangepayouts historically ranging from 0 to 150% of 0-150%. target.
After the Compensation Committee certifies financial performance is determined,against targets, the resulting awards are adjusted by a Leadership Multiplier of 80-120%(described below) ranging between 80% and 120%. Final AIP awards are delivered in cash. For information regarding the treatment of the calculatedAIP award isfor 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:
Performance achievement levels were set for 2020 based on a target performance, a threshold performance at 50% of target (compared to 70% in the prior year), and a 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 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.
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.
Bonuses for all NEOs in 2020 were aligned 100% to AIP Adjusted EBITDA (compared to the prior year where the bonuses of certain business unit leaders were based on a mix of 67% AIP Adjusted EBITDA and 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. Awards are then deliveredThe Compensation Committee also felt that the Leadership Multiplier could be used to differentiate performance at the business unit level.
The Compensation Committee reserved the right to adjust bonuses downward at its discretion.
Due to management’s strong performance in cash.2020 despite the impact of the COVID-19 pandemic, the AIP Adjusted EBITDA Measure would have achieved funding of 120% of target based on maximum performance. However, the Compensation Committee exercised its discretion to reduce the AIP payout percentage earned in 2020 to 100% of target.
| 2021 Proxy Statement 39
AIP Adjusted EBITDA Measure for 2020
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The example below shows the AIP for a Business Unit head. For NEOs Mr. Ulbrich and Dr. Maxson, Compensation Committee Adjusted EBITDA represents 100% of the financial performance.
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AIP Adjusted EBITDA Measure* | Our externally reported EBITDA (earnings before income tax, depreciation and amortization), adjusted | 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 |
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Determination of 2018 Annual Incentives
The Company’s financial results referenced below determined the calculated awards for each of the NEOs.
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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.
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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.
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 criteria used to determine the Leadership Multiplier are:
MyPerformance objectives;
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leadership behaviors;
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unforeseen significant market events;
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M&A or divestiture activity; and
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performance not captured by the financial metrics.
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MyPerformance is the performance management system we implemented in 2018.
TheUsing these criteria, the Compensation Committee determineddetermines the leadership multiplierLeadership Multiplier for the CEO based on the criteria above. For the other NEOs theChief Executive Officer. The Compensation Committee also consideredconsiders the assessment and recommendation of the CEO to determineChief Executive Officer when determining the Leadership Multiplier.
Multiplier for the other NEOs. The Leadership Multiplier can vary from 80% to 120% and may be different from NEO to NEO.
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The Leadership Multiplier for each NEO was determined based on the following considerations:
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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) | As 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 than Messrs. Lerner and Shah as compared to the prior year. |
| 2021 Proxy Statement 41
Determination of 2020 AIP awards
The Compensation Committee set the AIP target bonus amounts for our NEOs shown in the table below through the process described previously. Based on the financial performance results and the Leadership Multiplier,Multipliers, the following annual bonuses were earned in 2018:2020:
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) |
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(2) | Ms. Brennan’s AIP target bonus was $450,000 prorated based on her being named Chief Financial Officer and a |
(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 |
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We provide additional information about the cash payments under the AIP to our Named Executive OfficersNEOs below in the 2020 Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.” The awards in the Non-Equity Incentive Plan Compensation column will not tie
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2020 GEB Long-Term Incentive Plan
OurJLL has a long-term incentive plan specifically for members of our GEB (the GEB LTIP). The GEB LTIP structure is designed to (1) align executives’ interests with the interests of our executives to the interest of shareholders; (2)shareholders, align our executives toexecutives’ compensation with JLL’s enterprise performance; (3) reflectperformance, 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.
Targets are establishedThe Compensation Committee establishes target GEB LTIP award amounts for each NEO based on extensive external and internal equity considerations.
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The GEB LTIP is a three-year overlapping plan structure which awards Awards are calculated based on JLL’s results for three long-term metrics, with payouts ranging from 0 to 150% for each. PSUs annually. PSUs cliff vest after three years, are contingent on Company performance and are settled in CompanyJLL common stock. Each measure has a payout range of 0-150%.
For each performance measure, theThe following table describes: (1) when we evaluatedescribes our long-term performance (2) what we measure,metrics and (3) why we have selected the performance measure. The Beyond goals are explained further in the subsequent section.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.
![]() For each of the
The Relative TSR metric will pay out based on our TSR ranking within the S&P 500 Index, as follows:
GEB LTIP 2018-2020 PSU award results In May 2018, the Compensation Committee established the following
(1) Average of individual Beyond goal payouts.
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
Determination of LTIP grants The table below represents the grant date fair market value of target PSUs awarded on
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 grant date, vesting schedule, and other information about this RSU grant can be found in footnote 3 to the “Grants of plan-based awards for 2020” table on page 52. Jeff A. Jacobson, The LaSalle LTIP is funded the recommendation of management). We provide information below in the 2020 Summary Compensation Table
Severance We currently maintain a Severance Pay Plan for full-time employees in the Benefits under the Severance Pay ● base severance ● enhanced severance 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 Under a provision of the Severance Pay Plan that we The potential severance benefits we make available to our
their departures from JLL, see “NEO Separation Agreements” below.
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
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 The Compensation Committee has adopted a Clawback Policy that is applicable to our Change in
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. 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.
● 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.
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:
● 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.
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)
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
Grants of plan-based awards for 2020 The following table
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.
Vesting terms for unvested restricted stock units and performance share units
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.
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.
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.
Notes:
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:
Chief Executive Officer pay ratio disclosure Pursuant to Item 402(u) of Regulation S-K and Section 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
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 After identifying the median employee, we calculated the median employee’s 2020 compensation. We identified and included the elements of
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 the pay ratio disclosure provided by other companies.
Proposal 3 – Approval of the Amended and Restated 2019 Stock Award and Incentive Plan
The
The Board recommends you vote FOR approval of the Amended and Restated 2019 Stock Award and Incentive 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 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. 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
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.
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 Information about Dilution, Overhang and Burn Rate Dilution.The Board anticipates that the JLL. The new shares would represent 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)
Our current overhang is approximately 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 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 We provide a summary description of the 2019 Plan below.
Overview of Set forth below is a
The purpose of the 2019 Plan is to provide a means through which
The Plan provides for the granting of restricted stock and restricted stock units,
Subject to the 2019 Plan’s adjustment provisions, the Compensation Committee is authorized to deliver 1,237,787 shares under the 2019 Plan,
We may make discretionary grants of awards under the 2019 Plan to any (i) employee, director or consultant or advisor of As of the date of this Proxy Statement, we have approximately
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
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
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
Each share
shall be available again for Awards under the 2019 Plan. Shares repurchased by
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.
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 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
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,
Restricted stock and RSUs may be granted under the 2019 Plan. Restricted stock is a grant of shares
Compensation Committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be
the participant and will revert to
Other stock-based awards may be granted under the 2019 Plan. The Compensation Committee may issue unrestricted shares,
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 The Compensation Committee shall have sole discretion to alter the governing performance measure(s) and goal(s) without obtaining shareholder approval of such
No dividend equivalents shall be granted in connection with an
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
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
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,
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 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.
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
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. 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 following is a brief summary of the current United States federal income tax consequences that generally apply with respect to awards that may be granted under the 2019 Plan and is based upon laws, regulations, rules and decisions now in effect, all of which are subject to change. The following summary is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2019
Plan. This summary does not describe any
The grant of nonqualified stock options generally should have no federal income tax consequences to
The grant and exercise of ISOs generally should have no federal income tax consequences to If the option holder retains the shares
The grant of SARs generally has no federal income tax consequences to
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
The grant of
Deferred stock awards are designed to be compliant with
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.
Other Stock The federal income tax consequences of other stock awards will depend on the form of such awards.
Benefits to which participants are entitled under the 2019 Plan and associated award agreements could constitute parachute payments under
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.
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).
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Security ownership by Directors and management The following table provides information about the beneficial ownership of our common stock, which constitutes JLL’s only outstanding voting security, as of April 1, 2021, our Record Date, by: ● Each Director and Director nominee of JLL; ● Each of the Named Executive Officers; and ● The Directors, Director nominees and executive officers of JLL as a group. On April 1, 2021, there were 51,306.200 voting shares of common stock outstanding. The table includes shares that the indicated individual had the right to acquire within 60 days after 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 “Non-employee Director compensation.” The table does not include unvested RSUs issued under the existing Stock Award and Incentive Plans unless they vest within 60 days after April 1, 2021, since such units do not carry voting or investment power. Unless otherwise indicated in the footnotes, all such interests are owned directly and the indicated person or entity has sole voting and dispositive power with respect to the interests.
Security ownership by 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 stock as of December 31, 2020.
Certain relationships and related transactions Since January 1, 2020, JLL did not participate in any transactions involving any of our executive officers, Directors, 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 must report their initial ownership of our common stock and any changes in their ownership to the SEC. The SEC has designated specific due dates for these reports, and we must identify in this Proxy Statement those persons who did not file these reports when due. Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that all reporting requirements for fiscal year 2020 were complied with by 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 to make Section 16(a) filings, but each of these reports was filed one business day late on October 5, 2020 once the issue was resolved.
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Proposal 4 – Ratification 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 this appointment. Although we are not required to seek shareholder ratification,
The Board
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 non-audit fees The following table presents fees for the professional services that KPMG LLP rendered for the audit of
Audit These amounts represent
Audit-related fees consist of fees for employee benefit plan audits, accounting consultation on proposed transactions, internal
Tax Tax fees
All All other fees would consist of fees for all other non-audit services. There were no such
independent registered public accounting firm The Audit Committee has established a policy for pre-approval of audit and permitted non-audit services by the
As more particularly described above under “Corporate 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 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, 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,
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Questions and answers about our 2021 Annual Meeting and voting
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.
The Board has made these materials available to you over the Internet or has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at our
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.
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.
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. 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 for 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.
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 bearing a later date (which automatically revokes the earlier proxy); ● Providing written notice that you wish to revoke your proxy; or ● If you are a registered shareholder or hold a proxy from a registered shareholder (and meet other requirements as described in “What will I need to attend the 2021 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 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 What 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 of 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. Why is JLL making these materials available over the Internet rather than mailing them? Under the SEC’s “Notice and Access Rule,” we may 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 received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of our proxy materials unless 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.
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 current 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.
Shareholder proposals intended to be presented at the annual meeting in 2022 and included in JLL’s proxy statement and form of proxy 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 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.
Who will pay the cost of this proxy solicitation?
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.
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Annex A Reconciliation of GAAP and Non-GAAP Financial Measures
(i)
(ii)
(iii)
However, non-GAAP financial measures should not be considered alternatives to measures determined in accordance with 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 GAAP financial measures and does not rely solely on non-GAAP financial measures. Because
financial measures GrossContractCosts represent certain costs associated with client-dedicated employees and third-party vendors and subcontractors and are indirectly reimbursed through the NetNon-CashMortgageServicingRights
RestructuringandAcquisitionChargesprimarily 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
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.
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
Reconciliation of non-GAAP financial measures Below are the reconciliations of revenue to fee revenue and operating expenses to fee-based operating expenses.
Below
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.
Reconciliation of AIP financial measures For purposes of the CD&A, below is a reconciliation of Net income attributable to common shareholders to EBITDA and AIP
Annex B Pay ratio excluded employees
Annex C Amended and Restated 2019 Original Effective Date: May 29, 2019
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 “Former
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.
The following definitions shall be applicable throughout the Plan: (a)
(b)
(c)
(d)
(e)
“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)
(i)
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 (ii)
(iii)
(iv)
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)
(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)
(j
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
(u)
(v)
(w)
(x)
(y)
(z)
(aa)
(bb)
(cc)
(dd)
(ee)
(ff)
(gg)
(hh)
(ii)
(jj)
(kk)
(ll)
(mm)
(nn)
(oo)
(i)
(A)
(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)
(ii)
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)
(qq)
(rr)
(ss)
(tt)
(1)
(2)
(uu)
(vv)
(ww)
3. Effective Date; 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.
(a)
(b)
(c)
(d)
(e)
(f)
5. Shares Subject to the Plan; Grant of Awards; (a) Shares
(i)
(ii)
(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)
(b)
(c)
(d)
(e)
(f)
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.
(a)
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 (b)
(c)
(d)
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)
(f)
(g)
(h)
8. Stock Appreciation (a) Generally
(b)
(c)
(d)
(e)
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)
9. Restricted Stock and Restricted Stock (a) Generally
(b)
(c)
(d)
(i)
(ii)
(e)
(f)
10. Other Stock-Based (a) Generally
(b)
(c)
(a) Generally
(b)
(c)
(d)
(e)
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.
(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)
(c) Deferred (i)
(ii)
(d)
(i)
(ii)
(iii)
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)
13. Changes in Capital Structure and Similar (a) Effect
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)
(ii)
(iii)
(b)
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)
(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.
14. Amendments and (a) Amendment
(b)
(a)
(b)
(i)
(ii)
(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)
(i)
(ii)
(iii)
(d)
(e)
(f)
(g) Termination (h)
(i)
(i)
(ii)
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)
(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)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
(u)
(v)
(w)
(x) Brokerage (y)
(z)
applicable, foreign laws). Subject to applicable law (including, as applicable, foreign laws), the Company and its Affiliates may hold certain personal information about a Participant, including but not limited to, the Participant’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares held in the Company or any of its Subsidiaries and Affiliates, and details of all Awards, in each case, for the purpose of implementing, managing and administering this Plan and Awards (the “Data”). Subject to applicable law (including, as applicable, foreign laws), the Company and its Affiliates may transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Participant’s participation in this Plan, and the Company and its Affiliates may each further transfer the Data to any third parties assisting the Company and its Affiliates in the implementation, administration and management of this Plan. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, subject to applicable law (including, as applicable, foreign laws), each Participant authorizes and shall authorize upon request such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in this Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or its Affiliates, or the Participant, may elect to deposit any Common Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Participant’s participation in this Plan. Subject to applicable law (including, as applicable, foreign laws), a Participant may, at any time, view the Data held by the Company or its Affiliates with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to such Participant or refuse or withdraw the consents set forth in the Award Agreement in writing, in any case without cost, by contacting his or her local human resources representative.
(aa) Mitigation (bb)
(cc)
***
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