- JHG Dashboard
- Financials
- Filings
- Holdings
- Transcripts
- ETFs
- Insider
- Institutional
- Shorts
-
PRE 14A Filing Data
Janus Henderson (JHG) PRE 14A28 Feb 24Preliminary proxyFinancial data
Company Profile
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Cover [Abstract] | |
Document Type | PRE 14A |
Entity Registrant Name | JANUS HENDERSON GROUP PLC |
Entity Central Index Key | 0001274173 |
Amendment Flag | false |
Pay vs Performance Disclosure | 12 Months Ended | ||||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | ||||||
Pay vs Performance Disclosure [Table] | |||||||||
Pay vs Performance [Table Text Block] | Pay Versus Performance Table for Fiscal Year 2023 The Pay Versus Performance Table below discloses the relationship between the compensation actually paid (“ CAP ■ The compensation presented in the “ 2023 Compensation for the CEO and Other NEOs ■ In accordance with SEC rules, the Stock Awards column in the Summary Compensation Table includes the aggregate grant date fair values of the RSUs and PSUs granted during 2023, even though the number of RSUs and PSUs granted was determined based on the 2022 performance of the executive officers. ■ The Pay Versus Performance Table below differs from both the information presented in the CD&A and in the Summary Compensation Table, because it calculates actual compensation based on different methodologies, including the value of outstanding unvested stock awards as of December 31, 2023. Average Average Value of Initial Fixed $100 Year Summary Summary Compensation (1) Compensation (1) Total for Actually Paid (2) Total Peer Group (3) Net Adjusted (4)(5) 2023 10,113,098 — 12,258,411 — 2,361,882 2,925,173 153.98 168.44 393.0 30.9 2022 7,947,815 4,515,893 8,027,246 (2,057,211 ) 3,259,428 2,559,255 113.22 128.15 372.4 33.8 2021 — 9,317,046 — 15,802,892 2,613,369 3,185,241 190.36 171.06 620.0 43.4 2020 — 8,388,794 — 12,221,851 2,046,390 2,565,353 141.94 115.88 130.3 38.1 (1) The amounts in the following table represent each of the amounts deducted and added to the equity award values for our Principal Executive Officer (“ PEO (2) The amounts in the following table represent each of the amounts deducted and added to the equity award values for the non-PEO NEOs for the applicable year for purposes of computing the CAP amounts appearing in the Pay Versus Performance Table: (3) The companies included in the peer group TSR calculations are the publicly traded companies included in the S&P US BMI Asset Management & Custody Banks Index used by the Company for purposes of disclosing our cumulative TSR in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The S&P US BMI Asset Management & Custody Banks Index is a market-value weighted index of 40 asset management companies. (4) In addition to financial results reported in accordance with GAAP, we report certain financial measures on a non-GAAP basis. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may differ from the non-GAAP financial measures used by other companies. For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures”. (5) Adjusted operating margin is adjusted operating income divided by adjusted revenue for 2023. This measure has been designated as the “Company-Selected Measure” for 2023, in accordance with SEC rules, and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to our NEOs in 2023. (1) The amounts in the following table represent each of the amounts deducted and added to the equity award values for our Principal Executive Officer (“ PEO Year PEO Name Grant Date (i) Year-End Fair Value Change in Fair Fair Value of Change in Dollar Value of (ii) Total Equity Value (iii) 2023 Ali Dibadj (5,950,035 ) 6,537,666 928,538 — 280,749 348,395 2,145,313 2022 Ali Dibadj (5,000,022 ) 4,916,409 — — — 163,044 79,431 2022 Richard Weil (1,000,027 ) 697,321 (2,409,840 ) — (3,895,246 ) 34,688 (6,573,104 ) 2021 Richard Weil (1,950,007 ) 3,607,008 4,928,291 — (101,092 ) 1,646 6,485,846 2020 Richard Weil (1,856,267 ) 3,151,292 2,504,043 — 3,233 30,756 3,833,057 (i) Represents the deduction of amounts reported in the Stock Awards column of the Summary Compensation Table. (ii) Represents dividends paid or accrued on stock awards for the applicable year, prior to the vesting date(s) that are not otherwise reflected in the CAP to the applicable PEO. (iii) Represents the total adjustments to the Summary Compensation Table in respect of equity awards for the applicable year, as reflected in CAP. (2) The amounts in the following table represent each of the amounts deducted and added to the equity award values for the non-PEO NEOs for the applicable year for purposes of computing the CAP amounts appearing in the Pay Versus Performance Table: Year NEO Names Grant Date Fair Value of Equity Awards Granted During Applicable Year ($) Year-End Fair Value of Equity Awards Granted During Applicable Year ($) Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End ($) Fair Value of Awards Granted and Vested in the Applicable Year ($) Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) Dollar Value of Any Dividends or Other Earnings Paid on Stock Awards Prior to the Vesting Date ($) (i) Total Equity Value Adjustments Reflected in Compensation Actually Paid ($) (ii) 2023 (iii) 2023 AVERAGE (1,015,966 ) 1,116,304 294,447 — 56,082 112,424 563,291 2022 (iv)(v) 2022 AVERAGE (1,875,254 ) 1,320,305 (377,728 ) 474,002 (340,406 ) 98,908 (700,173 ) 2021 (vi) 2021 AVERAGE (547,511 ) 781,573 284,199 — (11,677 ) 65,288 571,872 2020 (vii) 2020 AVERAGE (444,495 ) 692,739 249,241 — (32,744 ) 54,222 518,963 (i) Represents dividends paid or accrued on stock awards for the applicable year, prior to the vesting date(s) that are not otherwise reflected in the CAP to the non-PEO NEOs. (ii) Represents the total adjustments to the Average Summary Compensation Table Total in respect of equity awards for the applicable year, as reflected in CAP. (iii) 2023 NEOs include: Messrs. Thompson and Lowry and Mses. Fogo and Rosenberg. (iv) 2022 NEOs include: Mr. Thompson, Mses. Cain, Fogo, Rosenberg, and Krueger. Mr. Thompson served as our Interim Chief Executive Officer from April 1, 2022, until Mr. Dibadj’s appointment on June 21, 2022. In connection with Mr. Thompson’s interim role, he continued to receive the same salary he received in 2022 for his role as Chief Financial Officer. Accordingly, Mr. Thompson’s 2022 compensation has been included in the average compensation column for our non-PEO NEOs. (v) In 2021, the Compensation Committee considered the uncertainty caused by the former CEO’s retirement, combined with an increase in shareholder activism, and decided to grant one-time Transition Awards to each of the NEOs to reinforce leadership stability. Such awards were granted in February 2022 after the end of the 2021 performance year. An unintended consequence of this timing is that the Transition Awards are included in 2022 compensation, which could be interpreted to suggest that our NEOs received compensation increases for disappointing performance in 2022 rather than the performance year in which the value was determined. (vi) 2021 NEOs include: Mr. Thompson, Mses. Cain, Fogo, and Rosenberg. (vii) 2020 NEOs include: Mr. Thompson, Mses. Cain, Fogo, and Rosenberg. (i) Represents dividends paid or accrued on stock awards for the applicable year, prior to the vesting date(s) that are not otherwise reflected in the CAP to the non-PEO NEOs. (ii) Represents the total adjustments to the Average Summary Compensation Table Total in respect of equity awards for the applicable year, as reflected in CAP. (iii) 2023 NEOs include: Messrs. Thompson Lowry Mses. Fogo Rosenberg (iv) 2022 NEOs include: Mr. Thompson Mses. Cain Fogo Rosenberg Krueger (v) In 2021, the Compensation Committee considered the uncertainty caused by the former CEO’s retirement, combined with an increase in shareholder activism, and decided to grant one-time Transition Awards to each of the NEOs to reinforce leadership stability. Such awards were granted in February 2022 after the end of the 2021 performance year. An unintended consequence of this timing is that the Transition Awards are included in 2022 compensation, which could be interpreted to suggest that our NEOs received compensation increases for disappointing performance in 2022 rather than the performance year in which the value was determined. (vi) 2021 NEOs include: Mr. Thompson Mses. Cain Fogo Rosenberg (vii) 2020 NEOs include: Mr. Thompson Mses. Cain Fogo Rosenberg (3) The companies included in the peer group TSR calculations are the publicly traded companies included in the S&P US BMI Asset Management & Custody Banks Index used by the Company for purposes of disclosing our cumulative TSR in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The S&P US BMI Asset Management & Custody Banks Index is a market-value weighted index of 40 asset management companies. (4) In addition to financial results reported in accordance with GAAP, we report certain financial measures on a non-GAAP basis. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may differ from the non-GAAP financial measures used by other companies. For additional information, see Annex A Reconciliation of Non-GAAP Financial Measures (5) Adjusted operating margin | ||||||||
Company Selected Measure Name | Adjusted operating margin | ||||||||
Named Executive Officers, Footnote [Text Block] | (iii) 2023 NEOs include: Messrs. Thompson Lowry Mses. Fogo Rosenberg (iv) 2022 NEOs include: Mr. Thompson Mses. Cain Fogo Rosenberg Krueger (vi) 2021 NEOs include: Mr. Thompson Mses. Cain Fogo Rosenberg (vii) 2020 NEOs include: Mr. Thompson Mses. Cain Fogo Rosenberg | ||||||||
Adjustment To PEO Compensation, Footnote [Text Block] | Year PEO Name Grant Date (i) Year-End Fair Value Change in Fair Fair Value of Change in Dollar Value of (ii) Total Equity Value (iii) 2023 Ali Dibadj (5,950,035 ) 6,537,666 928,538 — 280,749 348,395 2,145,313 2022 Ali Dibadj (5,000,022 ) 4,916,409 — — — 163,044 79,431 2022 Richard Weil (1,000,027 ) 697,321 (2,409,840 ) — (3,895,246 ) 34,688 (6,573,104 ) 2021 Richard Weil (1,950,007 ) 3,607,008 4,928,291 — (101,092 ) 1,646 6,485,846 2020 Richard Weil (1,856,267 ) 3,151,292 2,504,043 — 3,233 30,756 3,833,057 (i) Represents the deduction of amounts reported in the Stock Awards column of the Summary Compensation Table. (ii) Represents dividends paid or accrued on stock awards for the applicable year, prior to the vesting date(s) that are not otherwise reflected in the CAP to the applicable PEO. (iii) Represents the total adjustments to the Summary Compensation Table in respect of equity awards for the applicable year, as reflected in CAP. | ||||||||
Non-PEO NEO Average Total Compensation Amount | $ 2,361,882 | $ 3,259,428 | $ 2,613,369 | $ 2,046,390 | |||||
Non-PEO NEO Average Compensation Actually Paid Amount | [1] | $ 2,925,173 | 2,559,255 | 3,185,241 | 2,565,353 | ||||
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Year NEO Names Grant Date Fair Value of Equity Awards Granted During Applicable Year ($) Year-End Fair Value of Equity Awards Granted During Applicable Year ($) Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End ($) Fair Value of Awards Granted and Vested in the Applicable Year ($) Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year ($) Dollar Value of Any Dividends or Other Earnings Paid on Stock Awards Prior to the Vesting Date ($) (i) Total Equity Value Adjustments Reflected in Compensation Actually Paid ($) (ii) 2023 (iii) 2023 AVERAGE (1,015,966 ) 1,116,304 294,447 — 56,082 112,424 563,291 2022 (iv)(v) 2022 AVERAGE (1,875,254 ) 1,320,305 (377,728 ) 474,002 (340,406 ) 98,908 (700,173 ) 2021 (vi) 2021 AVERAGE (547,511 ) 781,573 284,199 — (11,677 ) 65,288 571,872 2020 (vii) 2020 AVERAGE (444,495 ) 692,739 249,241 — (32,744 ) 54,222 518,963 (i) Represents dividends paid or accrued on stock awards for the applicable year, prior to the vesting date(s) that are not otherwise reflected in the CAP to the non-PEO NEOs. (ii) Represents the total adjustments to the Average Summary Compensation Table Total in respect of equity awards for the applicable year, as reflected in CAP. (iii) 2023 NEOs include: Messrs. Thompson and Lowry and Mses. Fogo and Rosenberg. (iv) 2022 NEOs include: Mr. Thompson, Mses. Cain, Fogo, Rosenberg, and Krueger. Mr. Thompson served as our Interim Chief Executive Officer from April 1, 2022, until Mr. Dibadj’s appointment on June 21, 2022. In connection with Mr. Thompson’s interim role, he continued to receive the same salary he received in 2022 for his role as Chief Financial Officer. Accordingly, Mr. Thompson’s 2022 compensation has been included in the average compensation column for our non-PEO NEOs. (v) In 2021, the Compensation Committee considered the uncertainty caused by the former CEO’s retirement, combined with an increase in shareholder activism, and decided to grant one-time Transition Awards to each of the NEOs to reinforce leadership stability. Such awards were granted in February 2022 after the end of the 2021 performance year. An unintended consequence of this timing is that the Transition Awards are included in 2022 compensation, which could be interpreted to suggest that our NEOs received compensation increases for disappointing performance in 2022 rather than the performance year in which the value was determined. (vi) 2021 NEOs include: Mr. Thompson, Mses. Cain, Fogo, and Rosenberg. (vii) 2020 NEOs include: Mr. Thompson, Mses. Cain, Fogo, and Rosenberg. (i) Represents dividends paid or accrued on stock awards for the applicable year, prior to the vesting date(s) that are not otherwise reflected in the CAP to the non-PEO NEOs. (ii) Represents the total adjustments to the Average Summary Compensation Table Total in respect of equity awards for the applicable year, as reflected in CAP. (iii) 2023 NEOs include: Messrs. Thompson Lowry Mses. Fogo Rosenberg (iv) 2022 NEOs include: Mr. Thompson Mses. Cain Fogo Rosenberg Krueger (v) In 2021, the Compensation Committee considered the uncertainty caused by the former CEO’s retirement, combined with an increase in shareholder activism, and decided to grant one-time Transition Awards to each of the NEOs to reinforce leadership stability. Such awards were granted in February 2022 after the end of the 2021 performance year. An unintended consequence of this timing is that the Transition Awards are included in 2022 compensation, which could be interpreted to suggest that our NEOs received compensation increases for disappointing performance in 2022 rather than the performance year in which the value was determined. (vi) 2021 NEOs include: Mr. Thompson Mses. Cain Fogo Rosenberg (vii) 2020 NEOs include: Mr. Thompson Mses. Cain Fogo Rosenberg | ||||||||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||||||||
Compensation Actually Paid vs. Net Income [Text Block] | |||||||||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||||||||
Total Shareholder Return Vs Peer Group [Text Block] | |||||||||
Tabular List [Table Text Block] | Most Important Performance Measures to Determine Compensation Actually Paid The four items below represent the most important performance measures we used to determine CAP to our NEOs in 2023, as described in the “Compensation Discussion and Analysis” 2023 Compensation for the CEO and Other NEOs Most Important Performance Measures Adjusted Operating Margin Annual Net New Revenue Total Shareholder Return % Assets Outperforming Benchmarks | ||||||||
Total Shareholder Return Amount | $ 153.98 | 113.22 | 190.36 | 141.94 | |||||
Peer Group Total Shareholder Return Amount | [2] | 168.44 | 128.15 | 171.06 | 115.88 | ||||
Net Income (Loss) Attributable to Parent | $ 393,000,000 | $ 372,400,000 | $ 620,000,000 | $ 130,300,000 | |||||
Company Selected Measure Amount | [3],[4] | 30.9 | 33.8 | 43.4 | 38.1 | ||||
Measure [Axis]: 1 | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Measure Name | Adjusted Operating Margin | ||||||||
Measure [Axis]: 2 | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Measure Name | Annual Net New Revenue | ||||||||
Measure [Axis]: 3 | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Measure Name | Total Shareholder Return | ||||||||
Measure [Axis]: 4 | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Measure Name | % Assets Outperforming Benchmarks | ||||||||
Non-PEO NEO [Member] | Grant Date Fair Value of Equity Awards Granted During Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | $ (1,015,966) | [5] | $ (1,875,254) | [6],[7] | $ (547,511) | [8] | $ (444,495) | [9] | |
Non-PEO NEO [Member] | Year-End Fair Value of Equity Awards Granted During Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | 1,116,304 | [5] | 1,320,305 | [6],[7] | 781,573 | [8] | 692,739 | [9] | |
Non-PEO NEO [Member] | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | 294,447 | [5] | (377,728) | [6],[7] | 284,199 | [8] | 249,241 | [9] | |
Non-PEO NEO [Member] | Fair Value of Awards Granted and Vested in the Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | [5] | 474,002 | [6],[7] | [8] | [9] | ||||
Non-PEO NEO [Member] | Change in Fair Value as of the Vesting Date of Any Prior Year Vested During Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | 56,082 | [5] | (340,406) | [6],[7] | (11,677) | [8] | (32,744) | [9] | |
Non-PEO NEO [Member] | Dollar Value of Any Dividends or Other Earnings Paid on Stock Awards Prior to the Vesting Date | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | [10] | 112,424 | [5] | 98,908 | [6],[7] | 65,288 | [8] | 54,222 | [9] |
Non-PEO NEO [Member] | Total Equity Value Adjustments Reflected in Compensation Actually Paid | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | [11] | 563,291 | [5] | (700,173) | [6],[7] | 571,872 | [8] | 518,963 | [9] |
Ali Dibadj | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
PEO Total Compensation Amount | 10,113,098 | 7,947,815 | |||||||
PEO Actually Paid Compensation Amount | [12] | $ 12,258,411 | $ 8,027,246 | ||||||
Ali Dibadj | PEO [Member] | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
PEO Name | Ali Dibadj | Ali Dibadj | |||||||
Ali Dibadj | PEO [Member] | Grant Date Fair Value of Equity Awards Granted During Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | [13] | $ (5,950,035) | $ (5,000,022) | ||||||
Ali Dibadj | PEO [Member] | Year-End Fair Value of Equity Awards Granted During Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | 6,537,666 | 4,916,409 | |||||||
Ali Dibadj | PEO [Member] | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | 928,538 | ||||||||
Ali Dibadj | PEO [Member] | Fair Value of Awards Granted and Vested in the Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | |||||||||
Ali Dibadj | PEO [Member] | Change in Fair Value as of the Vesting Date of Any Prior Year Vested During Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | 280,749 | ||||||||
Ali Dibadj | PEO [Member] | Dollar Value of Any Dividends or Other Earnings Paid on Stock Awards Prior to the Vesting Date | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | [14] | 348,395 | 163,044 | ||||||
Ali Dibadj | PEO [Member] | Total Equity Value Adjustments Reflected in Compensation Actually Paid | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | [15] | 2,145,313 | 79,431 | ||||||
Richard Weil | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
PEO Total Compensation Amount | 4,515,893 | 9,317,046 | 8,388,794 | ||||||
PEO Actually Paid Compensation Amount | [12] | $ (2,057,211) | $ 15,802,892 | $ 12,221,851 | |||||
Richard Weil | PEO [Member] | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
PEO Name | Richard Weil | Richard Weil | Richard Weil | ||||||
Richard Weil | PEO [Member] | Grant Date Fair Value of Equity Awards Granted During Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | [13] | $ (1,000,027) | $ (1,950,007) | $ (1,856,267) | |||||
Richard Weil | PEO [Member] | Year-End Fair Value of Equity Awards Granted During Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | 697,321 | 3,607,008 | 3,151,292 | ||||||
Richard Weil | PEO [Member] | Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | (2,409,840) | 4,928,291 | 2,504,043 | ||||||
Richard Weil | PEO [Member] | Fair Value of Awards Granted and Vested in the Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | |||||||||
Richard Weil | PEO [Member] | Change in Fair Value as of the Vesting Date of Any Prior Year Vested During Applicable Year | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | (3,895,246) | (101,092) | 3,233 | ||||||
Richard Weil | PEO [Member] | Dollar Value of Any Dividends or Other Earnings Paid on Stock Awards Prior to the Vesting Date | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | [14] | 34,688 | 1,646 | 30,756 | |||||
Richard Weil | PEO [Member] | Total Equity Value Adjustments Reflected in Compensation Actually Paid | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
Adjustment to Compensation Amount | [15] | $ (6,573,104) | $ 6,485,846 | $ 3,833,057 | |||||
Roger Thompson | Non-PEO NEO [Member] | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
PEO Name | Messrs. Thompson | Mr. Thompson | Mr. Thompson | Mr. Thompson | |||||
James R. Lowry | Non-PEO NEO [Member] | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
PEO Name | Lowry | ||||||||
Georgina Fogo | Non-PEO NEO [Member] | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
PEO Name | Mses. Fogo | Fogo | Fogo | Fogo | |||||
Michelle Rosenberg | Non-PEO NEO [Member] | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
PEO Name | Rosenberg | Rosenberg | Rosenberg | Rosenberg | |||||
Mses. Cain | Non-PEO NEO [Member] | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
PEO Name | Mses. Cain | Mses. Cain | Mses. Cain | ||||||
Krueger | Non-PEO NEO [Member] | |||||||||
Pay vs Performance Disclosure [Table] | |||||||||
PEO Name | Krueger | ||||||||
[1]The amounts in the following table represent each of the amounts deducted and added to the equity award values for the non-PEO NEOs for the applicable year for purposes of computing the CAP amounts appearing in the Pay Versus Performance Table:[2]The companies included in the peer group TSR calculations are the publicly traded companies included in the S&P US BMI Asset Management & Custody Banks Index used by the Company for purposes of disclosing our cumulative TSR in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The S&P US BMI Asset Management & Custody Banks Index is a market-value weighted index of 40 asset management companies.[3]Adjusted operating margin is adjusted operating income divided by adjusted revenue for 2023. This measure has been designated as the “Company-Selected Measure” for 2023, in accordance with SEC rules, and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to our NEOs in 2023.[4]In addition to financial results reported in accordance with GAAP, we report certain financial measures on a non-GAAP basis. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may differ from the non-GAAP financial measures used by other companies. For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures”.[5]2023 NEOs include: Messrs. Thompson and Lowry and Mses. Fogo and Rosenberg.[6]2022 NEOs include: Mr. Thompson, Mses. Cain, Fogo, Rosenberg, and Krueger. Mr. Thompson served as our Interim Chief Executive Officer from April 1, 2022, until Mr. Dibadj’s appointment on June 21, 2022. In connection with Mr. Thompson’s interim role, he continued to receive the same salary he received in 2022 for his role as Chief Financial Officer. Accordingly, Mr. Thompson’s 2022 compensation has been included in the average compensation column for our non-PEO NEOs.[7]In 2021, the Compensation Committee considered the uncertainty caused by the former CEO’s retirement, combined with an increase in shareholder activism, and decided to grant one-time Transition Awards to each of the NEOs to reinforce leadership stability. Such awards were granted in February 2022 after the end of the 2021 performance year. An unintended consequence of this timing is that the Transition Awards are included in 2022 compensation, which could be interpreted to suggest that our NEOs received compensation increases for disappointing performance in 2022 rather than the performance year in which the value was determined.[8]2021 NEOs include: Mr. Thompson, Mses. Cain, Fogo, and Rosenberg.[9]2020 NEOs include: Mr. Thompson, Mses. Cain, Fogo, and Rosenberg.[10]Represents dividends paid or accrued on stock awards for the applicable year, prior to the vesting date(s) that are not otherwise reflected in the CAP to the non-PEO NEOs.[11]Represents the total adjustments to the Average Summary Compensation Table Total in respect of equity awards for the applicable year, as reflected in CAP.[12]The amounts in the following table represent each of the amounts deducted and added to the equity award values for our Principal Executive Officer (“ PEO |