Invesco Ltd DEF 14A, filed Apr 2, 2026

About this DEF 14A

Invesco Ltd. (IVZ)

DEF 14A 2026-04-02 For: 2026-05-21

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Added on June 12, 2026

Average director

nominee tenure

on the Board

7 YEARS

Average director

nominee age

65 YEARS

Number of new

independent

directors in the last

four years

4

Director nominees composition

Director nominees tenure on the Board

Director nominees independence

Invesco Ltd filed this DEF 14A on April 2, 2026.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


DATE Thursday May 21, 2026 TIME 11:30 a.m. Eastern Time PLACE Virtual Meeting www.meetnow.global/ MMQAAHL For details on how to participate in the virtual meeting, see “How do I attend the Annual General Meeting” on page 89. RECORD DATE March 16, 2026	Voting methods

	Visit the web site listed on your Notice	Call the telephone number listed on your Notice	Sign, date and return a requested proxy card	Attend the virtual Annual General Meeting
	Who can vote
	Only holders of record of Invesco Ltd. common shares on March 16, 2026 are entitled to notice of, to attend and vote at the Annual General Meeting and any adjournment or postponement thereof. Beginning on April 2, 2026, we mailed a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our Annual Report via the Internet to eligible shareholders.
	During the Annual General Meeting, the audited consolidated financial statements for the year ended December 31, 2025 of the company will be presented.
	Your vote is important, and we encourage you to vote promptly, whether or not you plan to attend the Annual General Meeting.

	By order of the Board of Directors,

	Jeffrey H. Kupor Company Secretary April 2, 2026


Items of business		Board voting recommendation
	To elect eleven (11) directors to the Board of Directors to hold office until the annual general meeting of shareholders in 2027
	To hold an advisory vote to approve the compensation paid to our named executive officers
	To appoint PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026
	To amend the company’s Fourth Amended and Restated Bye-Laws to allow shareholders to remove a director with or without cause.
	To consider and act upon such other business as may properly come before the meeting or any adjournment thereof


1935		About Invesco At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring relationships and create better outcomes for our clients. We believe we have an advantageous position globally as a diversified, client-centric asset manager and a strategy to deliver for our shareholders. The firm’s strategic priorities are aligned with four key long-term themes that are designed to sharpen our focus on clients’ needs, further strengthen our business over time and help ensure our long-term success:
Invesco was founded in and headquartered in Atlanta, Georgia
$2.2 trillion¹
in assets under management inclusive of both retail and institutional investors Approximately 7,500¹ employees to better serve our clients 120+ countries where we service our clients 20+ countries where we are on the ground to leverage local presence		Deliver the excellence our clients expect • Achieve strong, long-term investment performance. • Deliver a quality investment process and a frictionless experience with superior engagement. • Provide a holistic value proposition including advice and solutions to help our clients best manage their portfolios and succeed with their own clients. Grow high demand investment offerings • Prioritize the intersection of market size, secular change, and Invesco’s unique position to drive growth in the highest opportunity regions. • Grow high demand private markets capabilities leveraging our strong retail channel and expanding investment strategies and partnerships. • Drive profitable organic growth, emphasizing high demand, scalable investment capabilities, and delivery vehicles. Create an environment where talented people thrive • Attract and develop high performing, diverse talent with skills aligned to deliver against business outcomes. • Create an inclusive and engaging culture that values diversity of thought which enables us to work as one team to deliver better outcomes. Act like owners for all stakeholders • Harness innovation including AI to utilize next generation technology across all aspects of the business. • Strengthen financial flexibility emphasizing operating leverage. • Focus on meeting clients’ needs and operating effectively and efficiently.





1. Data as of December 31, 2025.


		A LETTER TO OUR SHAREHOLDERS FROM THE
		Chair of Our Board
G. Richard Wagoner, Jr. has served as Chair of our Board since 2019 and as a non-executive director of our company since 2013		Dear Fellow Shareholder, The Invesco Ltd. Board of Directors recognizes the trust you place in us as stewards of your investment in the company. The Board remains focused on overseeing management’s execution of the firm’s long-term strategy to deliver strong outcomes for our clients, favorable returns for our shareholders, a positive workplace environment for our employees, and the long-term success of the business. Throughout 2025, the Board worked closely with management to provide active oversight as Invesco took meaningful actions to advance its strategic priorities amid ongoing change across the global asset management industry. We were encouraged by the firm’s disciplined execution, continued refinement of its operating model, significant strengthening of the balance sheet, and focus on simplifying the organization while investing in areas of highest client demand. These efforts contributed to further strengthening Invesco’s operating and financial profile, enhancing client outcomes, and supporting a culture in which employees can thrive. The Board remains confident in Invesco’s strategy, leadership team, and diversified global platform. We believe the firm is well positioned to navigate evolving market conditions and capitalize on long-term opportunities across public and private markets, geographies, and distribution channels. As we look ahead to 2026, the Board will continue to prioritize strong governance, thoughtful capital allocation, and effective risk oversight as Invesco builds on the progress achieved and focuses on sustained value creation for all stakeholders. On behalf of the Invesco Board of Directors, thank you for your continued support. Sincerely,







		G. Richard Wagoner, Jr. Chair


		A LETTER TO OUR SHAREHOLDERS FROM THE
		President and CEO

Andrew Schlossberg has been President and Chief Executive Officer of our company and a director since 2023

		Dear Fellow Shareholder,¹

		2025 was a breakthrough year for Invesco, with major accomplishments across every part of our strategy. We started the year with clear ambitions: sharpen our focus on strategic priorities, strengthen our balance sheet, accelerate growth in our highest-opportunity businesses, and deliver meaningful value to our clients and shareholders.

		The significant advancements we made demonstrate the strength of Invesco’s integrated global platform, our emphasis on investment performance and quality, and a continued focus on client needs.

		Executing with discipline across our strategic priorities

		The pace of execution across our multi-year strategy continues to accelerate, driving growth while maintaining strong operating and financial discipline. Our efforts to simplify the organization, strengthen financial flexibility, and invest in priority capabilities are enhancing investment excellence, enabling a more seamless client experience, and expanding growth opportunities globally. These actions contributed to Invesco delivering the highest TSR among our TSR Peer Group² in 2025.

		We continued to strengthen our balance sheet, which allowed us to accelerate investment in the growth of our business and increased our capacity to return capital to shareholders. We continued to streamline the business and reallocate resources toward high-opportunity areas, including the sale of intelliflo and the establishment of a joint venture in India to support long-term growth opportunities. We also accelerated the transformation of our investment platform by moving to a hybrid approach, which will integrate the strengths of Alpha and Aladdin. When completed, this will simplify our investment infrastructure, improve efficiency and enhance performance delivery. In addition, the modernization of the Invesco QQQ Trust converted over $400 billion of AUM into long-term revenue-earning AUM while lowering fees for shareholders.



Board oversight	26	Cyber Security	28

Board skills and matrix	10	Pay vs. performance	78

Stock ownership guidelines for NEDs	20	Stock ownership guidelines for NEOs	67


Proxy Statement summary			1

Proposal No. 1 – Election of directors			8

Board of Directors			11

Nominee biographies			11

Director independence			17

Board meetings and annual general meeting of shareholders			17

Service on other public company boards			17

Committee membership and meetings			17

The Audit Committee			18

The Compensation Committee			18

The Nomination and Corporate Governance Committee			19

Director compensation			19

Corporate governance			22

Corporate governance guidelines			23

Code of conduct and directors’ code of conduct			23

Board leadership structure			23

Director recruitment			23

Director orientation and continuing education and development			24

Board evaluation process			25

Shareholder engagement			25

Communications with the Chair and other non-executive directors			26

Board’s role in risk oversight			26

Our risk management framework			28

Invesco’s corporate stewardship			29

Human capital management			30

Compensation committee interlocks and insider participation			31

Certain relationships and related transactions			31

Related person transaction policy			34

Security ownership of principal shareholders			35

Security ownership of management			36

Our executive officers			37


Proposal No. 2 – Advisory vote to approve the company’s executive compensation			41

Executive compensation			42

Compensation discussion and analysis			42

Compensation committee report			69

Summary compensation table for 2025			70

All other compensation table for 2025			71

Grants of plan-based share awards for 2025			72

Outstanding share awards at year-end for 2025			73

Shares vested for 2025			75

Potential payments upon termination or change in control for 2025			76

Information regarding equity compensation plans			77

CEO pay ratio			77

Pay versus performance			78

Proposal No. 3 – Appointment of independent registered public accounting firm			83

Fees paid to independent registered public accounting firm			84

Pre-approval process and policy			84

Report of the audit committee			85

Proposal No. 4 – To amend the company’s Fourth Amended and Restated Bye-Laws to allow shareholders to remove a director with or without cause			87

General information regarding the annual general meeting			88

Questions and answers about voting your common shares			88

Important additional information			92

Forward-looking statements			94

Appendix A – Schedule of non-GAAP information			96


Where you can find more information

Annual meeting/Proxy Statement:
www.invesco.com/corporate/en/investor-relations/ annual-reports-and-proxy-statements.html

Annual report:
www.invesco.com/corporate/en/investor-relations/ annual-reports-and-proxy-statements.html

Voting your Proxy via the Internet before the annual meeting:
www.envisionreports.com/IVZ

Board of Directors
https://www.invesco.com/corporate/en/about-us/our-leadership.html

Communications with the Board
Invesco Ltd. 1331 Spring Street NW, Suite 2500
Atlanta, Georgia 30309
Attn: Office of the Company Secretary,
Legal Department

Governance documents
https://www.invesco.com/corporate/en/our-commitments/corporate-governance.html

• Corporate Governance Guidelines

• Criteria for Selection of Candidates for Membership on the Board of Directors

• Committee Charters

• Code of Conduct

• Directors’ Code of Conduct

• Invesco Whistleblower Hotline

Investor relations
https://www.invesco.com/corporate/en/ investor-relations.html


Definition of certain terms or abbreviations

AI		Artificial Intelligence

AOM		Adjusted Operating Margin

AUM		Assets Under Management

Bye-Laws		Fourth Amended and Restated Bye-Laws of the company

CAP		Compensation Actually Paid

CEO		Chief Executive Officer

CFO		Chief Financial Officer

Company website		www.invesco.com/corporate

EMEA		Europe, Middle East and Africa

EPS		Earnings Per Share

Equity Plan		Invesco Ltd. 2016 Global Equity Incentive Plan

ESG		Environmental, Social and Governance

ETF		Exchange-Traded Fund

Exchange Act		Securities Exchange Act of 1934, as amended

GAAP		Generally Accepted Accounting Principles in the United States

NED		Non-Executive Director

NEO		Named Executive Officer

NYSE		New York Stock Exchange

PCBOI		Pre-Cash Bonus Operating Income

PEO		Principal Executive Officer

PwC		PricewaterhouseCoopers LLP

SEC		Securities and Exchange Commission

TSR		Total Shareholder Return


				Operating results • Invesco’s net long-term flows performance continued to outperform most asset manager peers in 2025. The firm delivered a long-term organic growth rate of 6%, representing $81.2 billion in net long-term inflows. Sustained organic growth in key capability areas such as ETFs and Index, China JV, and Fundamental Fixed Income enabled this result. We ended the year with almost $2.2 trillion in assets under management, driven by market gains augmented by net long-term inflows. • Net revenues¹ of $4,658 million were 6% higher than 2024, driven by market performance and strong organic growth. This increase was tempered by the continuation of an industry-wide client-driven mix shift toward products that have lower net revenue yields. Our ability to capture flows in our passive capabilities as well as our geographic breadth mitigated the decrease in revenue. • These revenue dynamics and continued management focus on disciplined expense management drove a 14% increase in adjusted operating income,¹ a 230 basis point increase in adjusted operating margin,¹ and an 19% increase in adjusted diluted EPS,¹ while we continue to invest in areas of future growth and foundational technology projects that will benefit future scaling.


		1. Represents or includes non-GAAP financial measures. See the information in Appendix A regarding non-GAAP financial measures.


	PROPOSAL 2:
	Advisory vote to approve the company’s executive compensation
Our compensation program uses a company scorecard to measure our financial performance and our organizational health FOR Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers	Invesco’s executive compensation program is designed to align executive compensation with the long-term interests of our shareholders. Our compensation program uses a company scorecard to measure our financial performance and our organizational health. Our compensation committee assesses the company’s quantitative performance through the company scorecard and qualitative individual achievements to determine each executive’s incentive compensation. Pay for 2025 is aligned with performance.
	Andrew Schlossberg President and Chief Executive Officer	2025 CEO Compensation Mr. Schlossberg is President and Chief Executive Officer. He develops, guides and oversees execution of Invesco’s long-term strategic priorities to deliver value for clients and shareholders over the long-term. Mr. Schlossberg’s total compensation is aligned with the company’s performance. The compensation committee decided that Mr. Schlossberg’s total incentive compensation (annual cash award + time- based equity + performance-based equity) should be $17.7 million, which is 129% of his 2025 incentive target, resulting in total compensation of $18.5 million.
	Further information regarding executive compensation begins on page 42 of this Proxy Statement.


FOR Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote “FOR” the election to the Board of each of the director nominees Vote required This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting		Election of directors
		You are being asked to cast votes for eleven director nominees: Sarah E. Beshar, Thomas M. Finke, Thomas P. Gibbons, William F. Glavin, Jr., Elizabeth S. Johnson, Andrew R. Schlossberg, Sir Nigel Sheinwald, Paula C. Tolliver, G. Richard Wagoner, Jr., Christopher C. Womack and Phoebe A. Wood. The Board believes the director nominees provide us with the combined depth and breadth of skills, experience and qualities required to contribute to an effective and well-functioning Board.
		• A director holds office until such director’s successor has been duly elected and qualified or until such director’s death, resignation or removal from office under our Bye-Laws.
		• Each director is elected for a one-year term ending at the 2027 Annual General Meeting.
		• Each nominee has indicated to the company that he or she would serve if elected. We do not anticipate that any director nominee will be unable to stand for election, but if that were to happen, the Board may reduce the size of the Board, designate a substitute or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director nominee will be cast for the substituted candidate.

		Majority vote and director resignation
		• Under our Bye-Laws, at any general meeting held for the purpose of electing directors at which a quorum is present, each director nominee receiving a majority of the votes cast at the meeting will be elected as a director. However, if the number of nominees exceeds the number of positions available for the election of directors, the directors elected shall be those nominees who have received the greatest number of affirmative votes cast at the Annual General Meeting or by proxy.
		• If a nominee for director who is an incumbent director is not elected and no successor has been elected at the meeting, the director is required under our Bye-Laws to submit his or her resignation as a director. Our nomination and corporate governance committee would then make a recommendation to the full Board on whether to accept or reject the resignation.
		• If the resignation is not accepted by the Board, the director will continue to serve until the next annual general meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.
		• If the director’s resignation is accepted by the Board, then the Board may fill the vacancy.


Sarah E. Beshar Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance (Chair) Qualifications: • Industry experience • International experience • Regulatory - government and legal		Sarah E. Beshar Age: 67 Tenure: 9 years
		Sarah Beshar has served as a non-executive director of our company since 2017 and has been an attorney with Davis Polk & Wardwell LLP for over 30 years. She joined the firm in 1986 and was named a partner in the corporate department in 1994. During more than three decades as a corporate lawyer, Ms. Beshar has advised Fortune 500 companies on an array of legal and governance issues. She also served in a number of management roles at the firm, including as the lead partner of one of the firm’s largest financial services clients from 2008 to 2015. She presently serves as Senior Counsel at the firm.
		In 2018, Ms. Beshar was appointed a Director of the Board of the U.S. Asia Center, Australia’s preeminent foreign policy and trade think tank and in 2020, she was appointed a director of the American Australian Association, a privately funded organization dedicated to cooperation between the U.S. and Australia, and is currently Chair of the Audit Committee. Ms. Beshar is also a former member of the Board of the Atlantic Council. Ms. Beshar graduated from the University of Western Australia with a B.A. in Law and Jurisprudence in 1981 and graduated from Oxford University with a Bachelor of Civil Law degree from Magdalen College in 1984. She was awarded an Honorary Doctorate in Law from the University of Western Australia.
		Director qualifications
		• Relevant global industry experience: As a member of her firm’s capital markets practice, as an advisor to some of the largest global companies, and with significant experience in the development of new financial products, Ms. Beshar has broad exposure and experience to the issues in our industry.
		• Legal and regulatory expertise: Ms. Beshar has over three decades of experience as a corporate lawyer and strategic advisor on the legal issues facing large financial services companies such as Invesco. Ms. Beshar has significant experience in U.S. and global capital markets transactions, as well as securities, compliance, and corporate governance issues. In addition, Ms. Beshar led large teams at Davis Polk advising global financial institutions on complex investment products for both retail and institutional investors. The breadth of Ms. Beshar’s background is particularly helpful to the Board of Directors of Invesco as it assesses the legal and strategic ramifications of key business priorities and initiatives.



		Board qualifications and criteria for selection
		• Directors represent diverse views, experiences and backgrounds, which the Board believes allows the Board to make more informed judgments.
		• Directors possess the characteristics that are essential for the proper functioning of our Board.
		• Tenure of the members of our Board of Directors provides the appropriate balance of expertise, experience, continuity and new perspectives to serve the best interests of our shareholders.
		• As the Board considers new directors, it takes into account a number of factors, including individuals with skills that will match the needs of the company’s long-term global strategy and who will bring diversity of thought, global perspective, experience and background to our Board, which promote strong corporate governance.


Thomas M. Finke Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Executive strategy and execution • Industry experience • International experience • Marketing and client focus • Regulatory - government and legal		Thomas M. Finke Age: 62 Tenure: 6 years
		Mr. Finke has served as a non-executive director of our company since 2020. Mr. Finke served as Chairman and Chief Executive Officer of Barings from 2016 through 2020 when he retired. He joined Barings’ predecessor Babson Capital Management in 2002 when Babson acquired First Union Institutional Debt Management. Mr. Finke was appointed Chairman and CEO of Babson Capital in 2008, and also served as Executive Vice President and Chief Investment Officer of Massachusetts Mutual Life Insurance Company from 2008 until 2011. Mr. Finke is a director of the Atrium Foundation and Change Please USA and a Trustee of Davidson College. He also serves on the Board of Visitors of the Fuqua School of Business, Duke University and is a member of the Investment Committee of the Roman Catholic Diocese. Mr. Finke served as a director of the Barings Funds Trusts, Barings Global Short Duration Fund and Barings Business Development Corp. He earned an M.B.A. from Duke University’s Fuqua School of Business and a bachelor’s degree from the University of Virginia’s McIntire School of Commerce.
		Director qualifications
		• Executive leadership: Mr. Finke’s service as Chairman and CEO of Barings, an international investment management firm with over $300 billion of assets under management, and his other executive positions throughout his career provide Mr. Finke with an astute understanding of the skills needed for exemplary leadership and management that will benefit our Board.
		• Industry experience: For more than 30 years, Mr. Finke’s financial career has included roles in both the banking and investment management industries providing him with an extensive knowledge of the investment management industry.
		• Public company board experience: Mr. Finke served as a director of Alliance Entertainment Holding Corporation from 2023 to 2025 and as Executive Chair of the Board of Aimia Inc. from 2024 to 2025. He currently serves as a director of Venu Holdings Corporation.

Thomas P. Gibbons Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • Industry experience • International experience • Accounting and financial reporting • Marketing and client focus • Regulatory - government and legal		Thomas P. Gibbons Age: 69 Tenure: 3 years
		Thomas (“Todd”) P. Gibbons has served as a non-executive director since 2023. He served as Chief Executive Officer of BNY Mellon (“BNYM”) and as a management director of BNYM from 2019 to 2022. Prior to becoming Chief Executive Officer, he served as Vice Chairman and CEO of Clearing, Markets and Client Management from 2017 to 2019. Mr. Gibbons also served as BNYM’s Chief Financial Officer from 2008 through 2017. During his career at BNYM, Mr. Gibbons held leadership roles across risk, finance and client management, including serving as Chief Risk Officer for nearly a decade prior to 2008. Mr. Gibbons served as a director of PHH Corporation, a financial services company, from 2011 until 2017. Mr. Gibbons serves on the board of the Institute of International Finance, the board of trustees of Pace University and on the advisory board of Wake Forest University’s Business School. He received an M.B.A. from Pace University and a B.S. in Business Administration from Wake Forest University. Director qualifications • Executive leadership, relevant industry experience: Mr. Gibbons served as a financial services executive and has extensive experience in banking, finance, risk management, client management and financial regulation. • Public company board experience: Mr. Gibbons has served as a director of Ally Financial, Inc. since 2023.


William F. Glavin, Jr. Non-executive director Committees: • Audit • Compensation (Chair) • Nomination and Corporate Governance Qualifications: • Executive strategy and execution • Industry experience • International experience • Marketing and client focus • Regulatory - government and legal	William F. Glavin, Jr.	Age: 67	Tenure: 7 years
	William F. Glavin, Jr. has served as a non-executive director of our company since 2019 and is nominated pursuant to the MassMutual Shareholder Agreement described on pages 32-34. Mr. Glavin served as Vice Chairman of MM Asset Management Holding LLC from 2015 until his retirement in 2017. Previously, Mr. Glavin served as Chair of OppenheimerFunds Inc. (“OppenheimerFunds”), from 2009 to 2015, as Chief Executive Officer from 2009 to 2014, and as President from 2009 to 2013. Prior to joining OppenheimerFunds, Mr. Glavin held several senior executive positions at MassMutual Financial Group, including Co-Chief Operating Officer from 2007 to 2008 and Executive Vice President, U.S. Insurance Group from 2006 to 2008. He served as President and Chief Executive Officer of Babson Capital Management LLC (“Babson”), now known as Barings, LLC, a wholly owned indirect subsidiary of MassMutual, from 2005 to 2006, and Chief Operating Officer of Babson from 2003 to 2005. Prior to joining MassMutual, Mr. Glavin was President and Chief Operating Officer of Scudder Investments from 2000 to 2003. Mr. Glavin held senior positions at the Dreyfus Corporation, the Boston Company, State Street Bank and Trust Company, and Procter & Gamble. Mr. Glavin earned a B.A. from the College of the Holy Cross. Director qualifications • Executive leadership, relevant industry experience: Mr. Glavin served five years as Chief Executive Officer of OppenheimerFunds and has over 20 years of experience in the asset-management industry. • Global business experience: Mr. Glavin’s experience as an executive of OppenheimerFunds and MassMutual has provided him with a global perspective that benefits our Board and our Management. • Public company board experience: Mr. Glavin serves as a member of the Board of Directors of LPL Financial Holdings Inc. (compensation and human resources and nominating and corporate governance committees).




Elizabeth S. Johnson Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • Industry experience • International experience • Technology • Marketing and client focus	Elizabeth S. Johnson	Age: 54	Tenure: 3 years
	Elizabeth S. Johnson has served as a non-executive director of our company since 2023. Ms. Johnson retired as Chief Experience Officer and Vice Chair of Citizens Financial Group, Inc. (“Citizens Financial”) in 2025. She had held the role of Chief Experience Officer since 2020 and the role of Vice Chair since 2023. From 2015 to 2020, she served as the Chief Marketing Officer and Head of Virtual Channels of Citizens Financial. Prior to joining Citizens Financial, Ms. Johnson worked at Bain and Company, Inc. for 15 years. Ms. Johnson received a B.A. in Economics and Mathematical Methods in Social Sciences from Northwestern University and an M.B.A. from Stanford University Graduate School of Business. Director qualifications • Industry experience and client focus: Ms. Johnson served as a financial services executive and has extensive global experience in data and analytics, digital transformation, marketing and client-focused strategy, including growth, engagement and profitability in retail banking, payments and asset and wealth management. • Public company board experience: Ms. Johnson currently serves as a member of the Board of Directors of BILL Holdings, Inc. (compensation committee).


Andrew R. Schlossberg President and Chief Executive Officer Qualifications: • Public company executive • Executive strategy and execution • Industry experience • International experience • Marketing and client focus • Regulatory - government and legal	Andrew R. Schlossberg	Age: 52	Tenure: 3 years¹
	Andrew Schlossberg has served as President and Chief Executive Officer of the company and a member of the Board since 2023. Prior to being named CEO, Mr. Schlossberg was Senior Managing Director and Head of the Americas from 2019 to 2023, where he oversaw the region as well as the global exchange-traded funds business and other enterprise-wide functions. He previously served as Senior Managing Director and Head of Europe, Middle East and Africa from 2015 to 2019, where he was responsible for all aspects of the business in the region. Mr. Schlossberg joined Invesco in 2001. Mr. Schlossberg began his career as an equity research analyst with Citigroup Asset Management and its predecessors. Mr. Schlossberg currently serves as the Chair of the Board of Governors and the Executive Committee of the Investment Company Institute. He is also a member of the Business Roundtable and the US-China Business Council. Civically, Mr. Schlossberg is the Chair of the Board and a member of the Executive Committee of the Atlanta Committee for Progress; a member of the Executive Board and Board of the Metro Atlanta Chamber of Commerce; and serves on the Board of the Woodruff Arts Center. Mr. Schlossberg earned a B.S. in finance and international business from the University of Delaware and an M.B.A. from the Kellogg School of Management at Northwestern University. Director qualifications • Executive leadership, industry experience: Mr. Schlossberg has worked over 25 years in the asset management industry, including serving in leadership roles across numerous aspects of Invesco and in the United States, Europe and the Middle East. 1. Mr. Schlossberg has served on the Board since 2023 and has been with Invesco for 25 years.



Sir Nigel Sheinwald Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • International experience • Regulatory - government and legal	Sir Nigel Sheinwald	Age: 72	Tenure: 11 years
	Sir Nigel Sheinwald has served as a non-executive director of our company since 2015. Sir Nigel was a senior British diplomat who served as British Ambassador to the United States from 2007 to 2012, before retiring from Her Majesty’s Diplomatic Service. Previously, he served as Foreign Policy and Defence Adviser to the Prime Minister from 2003 to 2007 and as British Ambassador and Permanent Representative to the European Union in Brussels from 2000 to 2003. Sir Nigel joined the Diplomatic Service in 1976 and served in Brussels, Washington, Moscow, and in a wide range of policy roles in London. From 2014 to 2015, Sir Nigel served as the Prime Minister’s Special Envoy on intelligence and law enforcement data sharing. He is a visiting professor at King’s College, London and serves on the Advisory Boards of BritishAmerican Business and the Centre for European Reform. Sir Nigel is an Honorary Bencher of the Middle Temple, one of London’s legal inns of court. He received his M.A. degree from Balliol College, University of Oxford, where he is now an Honorary Fellow. Director qualifications • Global and governmental experience, executive leadership: Sir Nigel brings unique global and governmental perspectives to the Board’s deliberations through his more than 35 years of service in Her Majesty’s Diplomatic Service. His extensive experience leading key international negotiations and policy initiatives, advising senior members of government and working closely with international businesses positions him well to counsel our Board and senior management on a wide range of issues facing Invesco. In particular, Sir Nigel’s experience in the British government is a valuable resource for advising the Board with respect to the challenges and opportunities relating to regulatory affairs and government relations. • Public company board experience: Sir Nigel currently serves as a director of Oxford Instruments plc (sustainability committee (Chair), nomination, remuneration and audit and risk committees) and previously served on the Board of Directors of Royal Dutch Shell plc from 2012 to 2021.


Paula C. Tolliver Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • International experience • Technology	Paula C. Tolliver	Age: 62	Tenure: 5 years
	Paula C. Tolliver has served as a non-executive director of our company since 2021. She is the founder and principal of TechEdge, a consulting firm specializing in advising executive leadership on information technology strategies, a position she has held since 2020. Ms. Tolliver previously served as Corporate Vice President and Chief Information Officer at Intel Corporation, a technology company, from 2016 to 2019. Prior to joining Intel, Ms. Tolliver served as Corporate Vice President of Business Services and Chief Information Officer at The Dow Chemical Company (a wholly owned subsidiary of Dow, Inc.) from 2012 to 2016. Ms. Tolliver also led a services business for Dow Chemical, in addition to holding a variety of other roles in her 20 plus years with the company. Ms. Tolliver earned a bachelor’s degree in Business Information Systems from Ohio University. Director qualifications • Executive Leadership/Technical: Ms. Tolliver has significant experience and expertise in the areas of information technology and innovation. In particular, she has expertise in driving business growth, digital transformation, advanced analytics, cybersecurity and operational excellence. • Public company board experience: Ms. Tolliver has served as a director of C.H. Robinson Worldwide, Inc. (audit committee) since 2018.



G. Richard Wagoner, Jr. Chair of the Board Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • International experience • Accounting and financial reporting • Marketing and client focus • Regulatory - government and legal	G. Richard Wagoner, Jr.	Age: 73	Tenure: 13 years
	G. Richard (“Rick”) Wagoner, Jr. has served as Chair of our company since 2019 and asa non-executive director of our company since 2013. Mr. Wagoner served as Chairman and Chief Executive Officer of General Motors Corporation (“GM”) from 2003 through 2009 and served as President and Chief Executive Officer from 2000 to 2009. Prior positions held at GM during his 32-year career with that company include President and Chief Operating Officer, Executive Vice President and President of North American Operations, Executive Vice President, Chief Financial Officer and Head of Worldwide Purchasing, and President and Managing Director of General Motors do Brasil. Mr. Wagoner is the non-executive chair of the Board of Directors of Excelitas Technologies, a privately-held company. In addition, he advises several financial firms, start-ups and early-stage ventures. Mr. Wagoner is a member of the Duke University’s Health System Board of Directors. He is a Trustee Emeritus of Duke University and served on the Virginia Commonwealth University Board of Visitors. In addition, he is an honorary member of the Business Leaders’ Advisory Council for the Mayor of Shanghai and the Catalyst Board of Directors. Mr. Wagoner received his B.A. from Duke University and his M.B.A. from Harvard University. Director qualifications • Executive leadership, global business experience: Mr. Wagoner brings to the Board valuable business, leadership and management insights into strategic direction and international operations gained from his 32-year career with GM. • Accounting and financial reporting expertise: Mr. Wagoner also brings significant experience in public company financial reporting and corporate governance matters gained through his service with other public companies. He has been designated as one of our audit committee’s financial experts, as defined under the rules of the SEC. • Public company board experience: Mr. Wagoner has served on the Board of Graham Holdings Company (audit committee) since 2010 and on the Board of ChargePoint Holdings, Inc. (nomination and corporate governance committee) since 2017.


Christopher C. Womack Non-executive director Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • Technology • Marketing and client focus • Regulatory - government and legal	Christopher C. Womack	Age: 68	Tenure: 5 years
	Christopher C. Womack has served as a non-executive director of our company since 2021 and is the Chairman, President and CEO of Southern Company. Prior to being named to his current role in 2023, he served as the Chairman, President and CEO of Georgia Power Company, a subsidiary of Southern Company, from 2021 to 2023 and served as Executive Vice President and President of External Affairs for Southern Company, where he led overall external positioning and branding efforts prior to 2021. Mr. Womack joined Southern Company in 1988 and has held several leadership positions within Southern Company and its subsidiaries. He has served as Executive Vice President of External Affairs at Georgia Power Company and Senior Vice President and Senior Production Officer of Southern Company Generation, where he was responsible for coal, gas, and hydro generation for Georgia Power Company and Savannah Electric. He also served as Senior Vice President of Human Resources and Chief People Officer at Southern Company, as well as Senior Vice President of Public Relations and Corporate Services at Alabama Power Company. Prior to joining Southern Company, Mr. Womack worked for the U.S. House of Representatives for then-Congressman Leon E. Panetta. He holds a bachelor’s degree from Western Michigan University and a master’s degree from The American University. Director qualifications • Executive leadership: In addition to his extensive leadership experience at The Southern Company, he is past Chair of the Board of the East Lake Foundation and is on the national Board of The First Tee. Mr. Womack also serves as Vice Chair of the Georgia Ports Authority Board. • Public company board experience: Mr. Womack is also a director of Southern Company.


Phoebe A. Wood Non-executive director Committees: • Audit (Chair) • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • International experience • Accounting and financial reporting • Technology	Phoebe A. Wood	Age: 72	Tenure: 16 years
	Phoebe Wood has served as a non-executive director of our company since 2010. She is currently a principal at CompaniesWood where she advises and invests in start-up companies and early-stage ventures. Ms. Wood also has served as Chief Executive Officer of KirtleyWood LLC, a board advisory firm, since 2025. She served as Vice Chairman, Chief Financial Officer and in other capacities at Brown-Forman Corporation from 2001 until her retirement in 2008. Prior to Brown-Forman, Ms. Wood was Vice President, Chief Financial Officer and a director of Propel Corporation (a subsidiary of Motorola) from 2000 to 2001. Previously, Ms. Wood served in various capacities during her tenure at Atlantic Richfield Company (ARCO) from 1976 to 2000. Ms. Wood currently serves as Chair of the Board of Trustees for the American Printing House for the Blind and is Chair of the Board of Directors The Gheens Foundation. She is a Trustee Emerita of Smith College and served on the Board of Trustees of the University of Louisville and Pitzer College. Ms. Wood is a member of the North American Advisory Council of Chatham House, a British think tank, and Treasurer of the Chatham House Foundation. She received her A.B. degree from Smith College and her M.B.A. from the University of California Los Angeles. Director qualifications • Executive leadership, global business experience: Ms. Wood has extensive experience as both a director and a member of senior financial management of public companies in a variety of industries. • Accounting and financial reporting expertise: Ms. Wood has significant accounting, financial and business expertise, which is valuable to our directors’ mix of skills, and she has been designated as one of our audit committee’s financial experts, as defined under the rules of the SEC. • Public company board experience: Ms. Wood serves on the following Boards: Leggett & Platt, Incorporated (audit (Chair) and nominating, governance and sustainability committees), and PPL Corporation (people and compensation, safety, executive and governance, nominating and sustainability (Chair) committees). She also previously served on the Board of Pioneer Natural Resources from 2013 to 2024.


Members: Sarah E. Beshar Thomas M. Finke Thomas P. Gibbons William F. Glavin, Jr. Elizabeth S. Johnson Sir Nigel Sheinwald Paula C. Tolliver G. Richard Wagoner, Jr. Christopher C. Womack Phoebe A. Wood (Chair) Independence: Each member of the committee is independent and financially literate Audit Committee Financial Experts: Ms. Wood, Mr. Gibbons and Mr. Wagoner qualify as defined by SEC rules Meetings held in 2025: 10		The Audit Committee Under its charter, the committee: • is comprised of at least three members of the Board and each is “independent” under the rules of the NYSE and SEC and is also “financially literate,” as defined under NYSE rules; • members are appointed and removed by the Board; • meets at least quarterly; • periodically meets with the Chief Financial Officer, Chief Risk and Audit Officer and the independent auditor in separate executive sessions without members of senior management present; and • has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties. The committee’s charter sets forth its responsibilities, including assisting the Board in fulfilling its responsibility to oversee: • the company’s financial reporting, auditing and internal control activities, including the integrity of the company’s financial statements; • the independent auditor’s qualifications and independence; • the performance of the company’s internal audit function and independent auditor; and • the company’s compliance with legal and regulatory requirements. The committee’s charter is available on the Company Website. The information on the Company Website is not intended to form a part of, and is not incorporated by reference into, this Proxy Statement.



Members: Sarah E. Beshar Thomas M. Finke Thomas P. Gibbons William F. Glavin, Jr. (Chair) Elizabeth S. Johnson Sir Nigel Sheinwald Paula C. Tolliver G. Richard Wagoner, Jr. Christopher C. Womack Phoebe A. Wood Independence: Each member of the committee is independent		The Compensation Committee Under its charter, the committee: • is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules; • members are appointed and removed by the Board; • meets at least four times annually; and • has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties, including any compensation consulting firm. The committee’s charter sets forth its responsibilities, including: • annually approving the compensation structure for, and reviewing and approving the compensation of, senior management and non-executive directors; • overseeing the annual process for evaluating senior management performance; • overseeing the administration of the company’s equity-based and other incentive compensation plans; and • assisting the Board with executive succession planning.

Meetings held in 2025: 7		The committee’s charter is available on the Company Website. The information on the Company Website is not intended to form a part of, and is not incorporated by reference into, this Proxy Statement.
Meetings held in 2025: 7


Members:		The Nomination and Corporate Governance Committee
Members:		Under its charter, the committee:
Sarah E. Beshar (Chair) Thomas M. Finke Thomas P. Gibbons William F. Glavin, Jr. Elizabeth S. Johnson Sir Nigel Sheinwald Paula C. Tolliver G. Richard Wagoner, Jr. Christopher C. Womack Phoebe A. Wood		• is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules; • members are appointed and removed by the Board; • meets at least four times annually; and • has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties. The committee’s charter sets forth its responsibilities, including: • establishing procedures for identifying and evaluating potential nominees for director; • recommending to the Board potential nominees for election; and • periodically reviewing and reassessing the adequacy of the Corporate Governance Guidelines to determine whether any changes are appropriate and recommending any such changes to the Board for its approval. The committee’s charter is available on the Company Website. The information on the Company Website is not intended to form a part of, and is not incorporated by reference into, this Proxy Statement. For more information regarding the director recruitment process, see Corporate Governance - Director recruitment.
Independence: Each member of the committee is independent
Meetings held in 2025: 4



	2025	2026

Basic cash fee	Non-executive directors received an annual basic fee paid in cash in the amount of $120,000	No change

Chair fee	The Chair of the Board received an additional annual cash fee of $230,000	Reduced the annual cash fee to $205,000

Audit Committee Chair fee	The Chair of the audit committee received an additional annual cash fee of $50,000	No change



	2025	2026

Compensation Committee and Nomination and Corporate Governance Committee Chair fee	The Chair of the compensation committee and the Chair of the nomination and corporate governance committee each received an additional annual cash fee of $20,000	Increased the Chair of the compensation committee and the Chair of the nomination and corporate governance committee annual cash fee to $25,000

Basic shares fee	Non-executive directors also received an annual award of shares in the aggregate amount of $195,000. Equity awards are paid for service in advance and subject to a one- year vesting requirement	Increased the non-executive director annual award of shares in the aggregate amount to $220,000. Equity awards are paid for service in advance and subject to a one-year vesting requirement.


Name	Fees earned or paid in cash ($)¹		Share awards ($)²		Total ($)

Sarah E. Beshar		140,000		194,993		334,993

Thomas M. Finke		120,000		194,993		314,993

Thomas P. Gibbons		120,000		194,993		314,993

William F. Glavin, Jr.		140,000		194,993		334,993

Elizabeth S. Johnson		120,000		194,993		314,993

Sir Nigel Sheinwald		120,000		194,993		314,993

Paula C. Tolliver		120,000		194,993		314,993

G. Richard Wagoner, Jr.		350,000		194,993		544,993

Christopher C. Womack		120,000		194,993		314,993

Phoebe A. Wood		170,000		194,993		364,993


Name	Shares held¹	Requirement met	Name	Shares held¹	Requirement met

Beshar	107,053		Sheinwald	93,856

Finke	56,126		Tolliver	58,161

Gibbons	39,090		Wagoner	114,758

Glavin	79,972		Womack	51,805

Johnson	40,658		Wood	101,999


		The committee reviews and updates its criteria for prospective directors based on succession planning for directors, to add experience in certain areas and to address new or evolving needs of the company. The committee then utilizes recommendations from directors and independent search firms to determine the candidates for consideration.



		Investor relations and senior management We provide institutional investors with many opportunities to provide feedback to senior management by participating in conferences, one-on-one and group meetings throughout the year. We also routinely interact and communicate with shareholders through quarterly earnings presentations, SEC filings (including our annual report on Form 10-K), the Proxy Statement and the annual meeting of shareholders.

		Shareholders As investment professionals, we understand the value of engaging with companies and seek to maintain an active and open dialogue with our shareholders. We integrate aspects of the feedback we receive from our shareholders and share this feedback with our directors as we seek to enhance our corporate governance and executive compensation practices. In addition to our year-round shareholder engagement, for many years we have also conducted a targeted shareholder and proxy advisory outreach in the Fall of each year. In 2025, we reached out to or engaged with our top shareholders, representing approximately 72%¹ of our outstanding common stock. That percentage includes our significant shareholder, MassMutual, which holds approximately 18% of our common stock and engaged directly with management in 2025 with a representative on the company’s Board of Directors. Two of our shareholders, representing approximately 7%¹ of our outstanding common stock, requested and held meetings with our investor relations, corporate governance, executive compensation and investment stewardship teams. Our directors have also engaged directly with shareholders in prior years. See Shareholder and proxy advisory outreach and feedback for more information on this outreach and related findings.



Oversight responsibility				Risks and risk process

The full Board has oversight responsibility for the company’s enterprise risk management program and processes. This includes oversight of the management of material risks with respect to the company’s business, including business strategy, financial performance, investments, operations, technology (including cybersecurity and AI), regulatory compliance, governance and human capital management				Though Board committees address specific risks and risk processes within their purview, the Board maintains overall responsibility for oversight of all material risks as full Board engagement supports appropriate consideration of risk in strategy setting and a more holistic understanding of risk across the enterprise


Name and current title	Number of shares repurchased (#)		Aggregate consideration ($)

Andrew R. Schlossberg President and Chief Executive Officer		46,117		801,975

L. Allison Dukes Senior Managing Director and Chief Financial Officer		27,606		480,068

Stephanie C. Butcher Senior Managing Director and Co-Head of Investments		33,513		677,287

Shannon Johnston Senior Managing Director, Chief Information and Operations Officer		8,345		190,266

Douglas J. Sharp Senior Managing Director and Head of the Americas and EMEA		44,640		891,285

Tony L. Wong Senior Managing Director, Co-Head of Investments		12,209		212,315


Management is required to present for the approval or ratification of the audit committee all material information regarding an actual or potential related person transaction		The Board of Directors has adopted written Policies and Procedures with Respect to Related Person Transactions to address the review, approval, disapproval or ratification of related person transactions. “Related persons” include the company’s executive officers, directors, director nominees, holders of more than five percent (5%) of the company’s voting securities, immediate family members of the foregoing persons and any entity in which any of the foregoing persons is employed, is a partner or is in a similar position, or in which such person has a 5% or greater ownership interest. A “related person transaction” means a transaction or series of transactions in which the company participates, the amount involved exceeds $120,000 and a related person has a direct or indirect interest (with certain exceptions permitted by SEC rules).
		Management is required to present for the approval or ratification of the audit committee all material information regarding an actual or potential related person transaction. The policy requires that, after reviewing such information, the disinterested members of the audit committee will approve or disapprove the transaction. Approval will be given only if the audit committee determines that such transaction is in, or is not inconsistent with, the best interests of the company and its shareholders. The policy further requires that in the event management becomes aware of a related person transaction that has not been previously approved or ratified, it must be submitted to the audit committee promptly.


Name and address of beneficial owner	Amount and nature of beneficial ownership¹		Percent of class (%)

Massachusetts Mutual Life Insurance Company 1295 State Street, Springfield, MA 01111		81,405,947²		18.4%

The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355		51,454,867³		11.6%

BlackRock, Inc. 50 Hudson Yards, New York, NY 10001		36,357,279⁴		8.2%