Invesco Ltd DEF 14A, filed Mar 28, 2024

About this DEF 14A

Invesco Ltd. (IVZ)

DEF 14A 2024-03-28 For: 2024-05-23

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Added on June 12, 2026

Average director nominee tenure on the Board

5 YEARS

Average director nominee age

63 YEARS

Number of new directors in the last three years

4

three of which increased Board diversity

Director nominees composition

Director nominees tenure on the Board

Director nominees independence

Invesco Ltd filed this DEF 14A on March 28, 2024.

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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 .


1935		About Invesco At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring partnerships and create better outcomes for our clients. The company focuses on four key long-term strategic objectives that are designed to sharpen our focus on client needs, further strengthen our business over time and help ensure our long-term success:
Invesco was founded in and headquartered in Atlanta, Georgia
$1.6 trillion¹
in assets under management for both retail and institutional investors Approximately 8,500¹ 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 advice and solutions to help our clients best manage their portfolios and succeed with their own clients. Grow high demand investment offerings • Deliver ahead of clients’ expectations through product innovation, investment styles, and packaging options. • Focus our offerings at the intersection of high opportunity markets and high demand capabilities. 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 • Be disciplined stewards of firm resources with a focus on profitable growth. • Invest in the success of our clients, our shareholders, and ourselves.





1. December 31, 2023.


DATE Thursday May 23, 2024 TIME 12:00 p.m. Eastern Time PLACE Virtual Meeting www.meetnow.global/ MQZGZ65 For details on how to participate in the virtual meeting, see “How do I attend the Annual General Meeting” on page 106. RECORD DATE March 15, 2024	Voting methods

	Internet Visit the web site listed on your Notice	Telephone Call the telephone number listed on your Notice	Mail Sign, date and return a requested proxy card	Virtually Attend the virtual Annual General Meeting
	Who can vote
	Only holders of record of Invesco Ltd. common shares on March 15, 2024 are entitled to notice of, to attend and vote at the Annual General Meeting and any adjournment or postponement thereof. Beginning on March 28, 2024, 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, 2023 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,

	Robert H. Rigsby Company Secretary March 28, 2024


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 2025
	To hold an advisory vote to approve the compensation paid to our named executive officers
	To amend and restate the Invesco Ltd. 2016 Global Equity Incentive Plan to increase the number of shares authorized under the plan and make certain other revisions
	To appoint PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2024
	To vote on a shareholder proposal to request shareholder opportunity to vote on excessive golden parachutes	AGAINST
	To consider and act upon such other business as may properly come before the meeting or any adjournment thereof


		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. Together with Invesco’s leadership team, we are committed to executing the firm’s long-term strategy, which is focused on delivering strong outcomes for our clients, favorable returns to our shareholders, a positive workplace environment for our employees, and the long-term success of the business. Invesco offers a diverse and deep array of market-leading investment capabilities, focused on meeting client needs and demands. While 2023 was a challenging year for the industry, Invesco’s performance demonstrated the strength of the firm’s position and platform, and ability to perform in an uncertain market cycle. In line with the CEO succession plan noted in last year’s letter, on June 30, 2023, Andrew Schlossberg became President and CEO of Invesco, a well-earned elevation for his successful 22-year career at the firm. Andrew replaced Marty Flanagan, Invesco’s long-serving president and CEO, who continues to share his expertise as Chairman Emeritus through the end of this calendar year. Your board is pleased with the smooth and effective manner of this important leadership transition and looks forward to continuing our work with Andrew and his executive leadership team on your behalf. Your board remains very optimistic about the future of both the asset management industry and the success of Invesco. 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 June 2023

		Dear Fellow Shareholder,

		2023 was an important and dynamic year for Invesco, the asset management industry and for me personally. Taking the reins as CEO 22 years into my career at Invesco has been an honor I treat with great responsibility. I am so proud of the organization I lead in partnership with the executive leadership team and the Board of Directors as we continue to transform parts of our business to better serve and meet the needs of our clients.

		I spent considerable time with clients around the world in 2023. Hearing from them directly has reassured me that Invesco is well positioned as their investment preferences evolve and as structural changes continue apace in our industry. Some of these changes include more emphasis on customized outcomes and investment experiences leveraging both passive and active strategies, shifts in client portfolio allocations including a greater focus on private markets, and a tendency for clients to consolidate their business relationships with fewer investment management partners.

		Across Invesco, we have continued on a path of stronger financial discipline, enabling us to allocate resources to drive innovation and acceleration for the benefit of clients. We will continue to leverage our scale to invest in profitable growth and further strengthen a culture that attracts and retains the top talent in our industry.

		Ultimately, we are focused on driving sustainable profitable growth and shareholder returns by delivering investment quality and capabilities that build enduring partnerships and create better outcomes for our clients. While our work in each of these areas continues, we are making good progress, and I am appreciative of the client focus and dedication of my Invesco colleagues around the world.

		Maintaining momentum in a challenging environment
		Global capital markets showed signs of improvement in 2023, though growth was narrowly concentrated and dampened somewhat by geopolitical tensions. Investors grappled with uncertainty as markets felt the effects of turmoil in the Middle East and Ukraine, growing political tensions, and unease over monetary policy and rates. As anticipated, the long-term secular trend of investor preference for passive capabilities, largely at the expense of higher-fee actively managed strategies, continued to put downward pressure on industry revenue and operating margins.


		Investors moved significant amounts of money to the sidelines, awaiting greater clarity around persistently high interest rates and inflation in most major economies. Despite these industry headwinds, Invesco’s broad diversification across asset classes, distribution channels and geographies enabled the company to take advantage of growth opportunities. Importantly, our diversified product lineup drove net long-term inflows, differentiating Invesco from many industry peers. We continue to position Invesco to perform through various market cycles while staying ahead of the rapid evolution in the asset management industry.

		To benefit our shareholders, clients and colleagues, we remain focused on emphasizing long-term investment quality, streamlining our business, and strengthening our diverse product offering.

		Key to our success is investment quality and innovation. In 2023, our actively managed assets in the top half of the peer groups were 67%, 64%, 71%, and 73% over 1, 3, 5, and 10 years, respectively.¹ We continuously offer new ways for clients to get the optimal exposure they seek by expanding their access to a broad range of investments and providing our specialized investment expertise. Additionally, we continued to innovate for client success, delivering new capabilities, portfolio strategies and client solutions (including new ETFs and retail separately managed accounts and private market capabilities for wealth management clients).

		Anticipating and meeting client needs We operate in a $100 trillion industry that we believe will continue to expand as generational shifts drive the growth of wealth and retirement opportunities in established markets and outsized growth continues in emerging economies. We believe the U.S. and China will remain two of the dominant global wealth markets, while continued growth in the broader Asia Pacific and EMEA regions and generational wealth transfers across the globe will continue to provide significant opportunity. Our long-standing, strong, on-the-ground presence in these markets positions Invesco for continued, long-term success.
Building balance sheet strength remains a priority

		We ended the year with nearly $1.6 trillion in assets under management (AUM), an increase of 12.5% from the prior year, as a result of favorable market returns and more than $10.2 billion in net long-term inflows, reflecting Invesco’s deep client relationships, expansive offerings and favorable geographic mix.

		Client demand throughout the asset management industry and at Invesco has narrowed over the past several years, driven by lower-fee-yielding strategies, notably in ETFs and fixed income/liquidity on one end of the spectrum and private market capabilities on the other. Conversely, higher-fee-yielding active equities, in particular across global/international and emerging markets, faced demand challenges and market pressures.

		The revenue headwinds created by these dynamics weighed on our results. While we experienced excellent organic growth in lower-fee capabilities like ETFs and fixed income, it was not enough to offset the revenue loss from outflows in higher-fee capabilities. Our overall net revenue yield declined in 2023, driven by the shift in our asset mix, with net revenue yields by investment strategy remaining relatively stable. We believe the change in our asset mix will moderate the average yield declines moving forward.

1. Invesco data as of December 31, 2023. 2. See the firm’s most recent 10-K and earnings materials at www.invesco.com for full disclosures related to the operating results. See information in Appendix A regarding non-GAAP measures.		Despite these dynamics and headwinds, Invesco delivered net revenues in 2023 of $4.3 billion, adjusted operating income of $1.2 billion and adjusted diluted earnings per share of $1.51, while returning over $500 million to common shareholders.² The firm also achieved $44 million of the expected $50million of annualized run-rate expense savings we anticipate for 2024 by further enhancing the firm’s effectiveness and efficiency.
		Our continued fiscal discipline and companywide simplification efforts enabled Invesco to reallocate resources to areas of growth while achieving ongoing cost savings. We also made strides in implementing our Alpha platform, which


		when complete will help drive greater efficiencies and effectiveness across our investment platform.

		Building balance sheet strength remains a priority. At year-end, our cash balance was $1.5 billion, and our credit facility was unused. We lowered our Net debt¹ significantly in 2023 and on January 30, 2024, we redeemed $600 million senior notes. As a result, we expect to reach our stated goal of zero Net debt¹ later this year.

		The resiliency of our firm’s net flows performance in a difficult market for organic growth was evident as we exited 2023, reinforcing our commitment to continue investing in high-demand capability areas.

		In 2023, we organized our business to more effectively address clients’ desire to work with fewer partners while demanding all the benefits of deeper relationships. Our focus is on providing a client experience that balances investment quality and global consistency with an expected level of customization to ensure that we support our clients in delivering success to them and their investors.

		Positioned for the future: our people and expertise We drive sustainable profitable growth by delivering capabilities that build enduring partnerships and create better outcomes for our clients.

Our people are the driving force that helps our clients achieve their investment goals		As we enter 2024, we are well-positioned to help clients navigate the impact of evolving market dynamics and subsequent changes to their portfolios. Our key strengths will continue to be an advantage in the asset management industry – specifically our global reach, client-centric culture and strong capabilities in ETFs and indexed solutions, fixed income, private markets and high-conviction active equity, as well as our leading presence in Asia Pacific. We believe Invesco is poised to take an even greater share of the worldwide $100 trillion addressable market.
		Our people are the driving force behind achieving all our goals and success for our clients. We continued to take steps in 2023 that improve our ability to motivate, retain and attract top talent, with new or expanded programs that enhance organizational health, evolve our company culture and further support the strong diversity across our global firm.

		While on the topic of our people, I note with sadness the sudden loss in March 2024 of our colleague, Mark F. Giuliano, who served as our Chief Administrative Officer. We are grateful for the immeasurable contributions Mark made at Invesco over the course of his eight years with us as an invaluable member of the Executive Leadership Team. Mark was a selfless and generous leader and friend, and the entire organization mourns his loss.

		With significant progress and a clear strategy forward, I share my deepest appreciation to our shareholders for your ongoing support as Invesco continues to deliver success for you, our clients and our employees.

		Sincerely,



		Andrew Schlossberg
		President and CEO, Invesco

1. Net debt is equal to Debt less Cash and cash equivalents.



Board diversity	9	Clawback policy	72

Board oversight	25	Pay vs. performance	84

Board skills and matrix	10	Stock ownership guidelines for NEOs	71

Stock ownership guidelines for NEDs	20


Proxy Statement summary			1

Proposal No.1 – Election of directors			4

Board of Directors			11

Nominee biographies			11

Director independence			17

Board meetings and annual general meeting of shareholders			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			21

Corporate governance guidelines			22

Code of conduct and directors’ code of conduct			22

Board leadership structure			22

Director recruitment			22

Director orientation and continuing education and development			23

Board evaluation process			24

Shareholder engagement			24

Board’s role in risk oversight			25

Communications with the Chair and other non-executive directors			25

Environmental, social and governance (ESG) responsibility			28

Human capital management			29

Compensation committee interlocks and insider participation			31

Certain relationships and related transactions			31

Related person transaction policy			35

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			40


Executive compensation			42

Compensation discussion and analysis			42

Compensation committee report			74

Summary compensation table for 2023			75

All other compensation table for 2023			76

Grants of plan-based share awards for 2023			77

Outstanding share awards at year-end for 2023			79

Shares vested for 2023			81

Potential payments upon termination or change in control for 2023			82

CEO pay ratio			83

Pay versus performance			84

Proposal No. 3 – To amend and restate the Invesco Ltd. 2016 Global Equity Incentive Plan			88

Proposal No. 4 – Appointment of independent registered public accounting firm			97

Fees paid to independent registered public accounting firm			99

Pre-approval process and policy			99

Report of the audit committee			100

Proposal No. 5 – Shareholder proposal to request shareholder opportunity to vote on excessive golden parachutes			101

General information regarding the annual general meeting			105

Questions and answers about voting your common shares			105

Important additional information			109

Forward-looking statements			111

Appendix A – Schedule of non-GAAP information			113

Appendix B - Amended and Restated Invesco Ltd. 2016 Global Equity Incentive Plan			116


Where you can find more information

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

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

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/ board-of-directors

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

• 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


Definition of certain terms or abbreviations

AOM		Adjusted Operating Margin

AUM		Assets Under Management

ERG		Employee Resource Group

CAP		Compensation Actually Paid

CEO		Chief Executive Officer

CFO		Chief Financial Officer

Company website		www.invesco.com/corporate

D&I		Diversity and Inclusion

EMEA		Europe, Middle East and Africa

EPS		Earnings Per Share

Equity Plan		Invesco Ltd. 2016 Global Equity Incentive Plan, as proposed to be amended and restated in Proposal 3

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

2016 Plan		Invesco Ltd. 2016 Global Equity Incentive Plan


				three distinct teams, and the unification of our fundamental active equity leadership team. We have also globalized many aspects of our marketing and digital delivery, consolidating our efforts across the organization. As a result of these efforts, we expect to realize $50 million of run-rate cost savings in early 2024 – as of the fourth quarter we had realized 88% of targeted savings.

				Operating results • Invesco’s net flows performance continued to outperform most asset managers in 2023, with $10.2 billion in net long-term inflows, while many industry peers experienced net outflows. Sustained organic growth in key capability areas such as ETFs, fixed income, and private markets enabled this result. We ended the year with almost $1.6 trillion in assets under management, driven by market gains augmented by net long-term inflows. • Net revenues¹of $4,311 million were 7% lower than 2022, influenced by the anticipated continuation of an industry-wide client-driven mix shift toward passive products, a more temporary preference of many investors for risk-off strategies given the uncertain interest rate outlook, weak markets and demand for global and emerging markets equities. Our ability to capture flows in our passive capabilities mitigated the decrease in revenue relative to that experienced by many peers with less diversified capabilities. • These revenue dynamics similarly pressured adjusted operating income, adjusted operating margin, and adjusted diluted earnings per share. Declines in each of these measures as compared to 2022 were partially mitigated through expense discipline, as management tightly managed discretionary expenses while continuing to invest in areas of future growth and foundational technology projects that will benefit future scale. See page 52 for details on these metrics.

				Balance sheet • Invesco has increasingly built balance sheet strength. We continued to maintain our debt at lower levels in 2023, ending the year at $1.5 billion. In January 2024, we repaid $600 million senior notes. • Liquidity remains strong, supported by a $2 billion credit facility which was extended at favorable terms in 2023 and Cash and cash equivalents of approximately $1.5 billion. After taking into account available Cash and cash equivalents, Net debt²was $20 million at the end of the year.

		1. Represents or includes non-GAAP financial measures. See the information in Appendix A regarding non-GAAP financial measures. 2. Net debt is equal to Debt less Cash and cash equivalents.


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: 65 Tenure: 7 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.
		Ms. Beshar is a member of the corporate Board of Lincoln Center, a conservation fellow of the Whitney Museum and a trustee of the Episcopal Charities (New York). In 2018, she 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. Ms. Beshar is also a 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.


	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. The pay determination process reinforces our shareholder value framework. Pay for 2023 is aligned with performance.
	Andrew Schlossberg President and CEO	2023 CEO Compensation Mr. Schlossberg is President and CEO. 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 committee decided that Mr. Schlossberg’s total incentive compensation (annual cash award + time-based equity + performance-based equity) should be $9.34 million, which is 90% of his 2023 incentive target.
	Further information regarding executive compensation begins on page 42 of this Proxy Statement.


		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 2025 Annual General Meeting.

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		• 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.



		Board qualifications
		• Directors represent diverse views, experiences and backgrounds.
		• 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 will bring diversity of thought, global perspective, experience and background to our Board.

		Board diversity
		• The Board’s overall diversity is an important consideration in the director recruitment and nomination process.
		- The Board has adopted a Board-level diversity policy that recognizes the contribution of different perspectives, experiences and characteristics which promote strong corporate governance and contribute to a more effective decision-making process.
		- The Board seeks to maintain a Board with a range of experiences, knowledge, skills, backgrounds, viewpoints, and characteristics that collectively address the needs of the company.
		- The Board believes diversity allows the Board to make more informed judgments. With respect to diversity characteristics, the Board and its nomination and corporate governance committee considers gender, race, ethnicity, country of origin, nationality or cultural background, and other personal characteristics.


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: 60 Tenure: 4 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 National Math and Science Initiative and a Trustee of Davidson College. 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 is a director of Alliance Entertainment Holding Corporation (audit, compensation and nominating and corporate governance (Chair) committees) and Executive Chair of the Board of Aimia Inc.

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: 67 Tenure: 1 year
		Thomas (“Todd”) P. Gibbons has served as a non-executive director since April 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 from 2008 through 2017 as BNYM’s Chief Financial Officer. 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 is a financial services executive with 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 August 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: 65	Tenure: 5 years
	William (“Bill”) 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 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: 52	Tenure: 1 year
	Elizabeth S. Johnson has served as a non-executive director of our company since February 2023. Ms. Johnson has served as Chief Experience Officer of Citizens Financial Group, Inc. (“Citizens Financial”) since 2020 and as Vice Chair since April 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. She serves on the Mass Fintech Hub Advisory Board and on the Board of The Home for Little Wanderers. 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 is a financial services executive with 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.


Andrew R. Schlossberg President and Chief Executive Officer Committees: • Audit • Compensation • Nomination and Corporate Governance Qualifications: • Public company executive • Executive strategy and execution • Industry experience • International experience • Marketing and client focus • Regulatory - government and legal	Andrew R. Schlossberg	Age: 50	Tenure: 1 year¹
	Andrew Schlossberg has served as President and Chief Executive Officer of the company and a member of the Board since June 2023. Previously, he was Senior Managing Director and Head of the Americas from 2019 to June 2023 and was Senior Managing Director and Head of EMEA (which includes the U.K., continental Europe and the Middle East) from 2016 to 2019. Mr. Schlossberg joined Invesco in 2001 and has served in multiple leadership roles across the company, including his previous position as Head of U.S. Retail Distribution and global exchange-traded funds. He has also served as U.S. Chief Marketing Officer, Head of Global Corporate Development, and in leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions. Mr. Schlossberg currently serves on the Board of Governors and the Executive Committee of the Investment Company Institute. Prior to joining Invesco, Mr. Schlossberg worked with Citigroup Asset Management and its predecessors from 1996 to 2000. He 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 June 2023 and has been with Invesco for 23 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: 70	Tenure: 9 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. Sir Nigel also serves as a senior advisor to the Universal Music Group. He is the Chair of the Royal Institute of International Affairs (Chatham House) and a visiting professor at King’s College, London. In addition, Sir Nigel serves on the Advisory Boards of BritishAmerican Business and the Centre for European Reform. He is an Honorary Bencher of the Middle Temple, one of London’s legal inns of court. Sir Nigel 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: 59	Tenure: 3 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 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. Further, she is a director of Syniti, a private company and currently serves on its technology committee. 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 and capital allocation committees) 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: 71	Tenure: 11 years
	G. Richard (“Rick”) Wagoner, Jr. has served as Chair of our company since 2019 and as a 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 and chair of the Duke Kunshan University Advisory Board. 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 mayor of Shanghai, China’s International Business Leaders Advisory Council 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 Charge Point Holdings, Inc. (audit 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: 66	Tenure: 3 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 on 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: 70	Tenure: 14 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. 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 a Trustee of 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 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), Pioneer Natural Resources Company (audit, nominating and corporate governance (Chair) and sustainability and climate oversight committees) and PPL Corporation (people and compensation, executive and governance, nominating and sustainability (Chair) committees).


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 2023: 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 2023:		The committee’s charter is available on the Company Website.
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
Independence: Each member of the committee is independent		• 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.
Meetings held in 2023: 5		The committee’s charter is available on the Company Website. For more information regarding the director recruitment process, see Corporate Governance - Director recruitment.



Basic cash fee				Non-executive directors received an annual basic fee paid in cash in the amount of $120,000

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

Audit Committee Chair fee				The Chair of the audit committee received an additional annual cash fee of $50,000

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

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


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

Sarah E. Beshar		140,000		194,992		334,992

Thomas M. Finke		120,000		194,992		314,992

Thomas P. Gibbons³		52,500		213,046		265,546

William F. Glavin, Jr.		130,870		194,992		325,862

Elizabeth S. Johnson³		75,000		245,535		320,535

Sir Nigel Sheinwald		120,000		194,992		314,992

Paula C. Tolliver		120,000		194,992		314,992

G. Richard Wagoner, Jr.		350,000		194,992		544,992

Christopher C. Womack		120,000		194,992		314,992

Phoebe A. Wood		170,000		194,992		364,992



Former Directors

C. Robert Henrikson⁴		97,391		—		97,391

Denis Kessler⁵		83,182		194,992		278,174


Name	Shares held¹	Requirement met	Name	Shares held¹	Requirement met

Beshar	82,352		Sheinwald	69,173

Finke	31,443		Tolliver	33,272

Gibbons²	14,407		Wagoner	90,075

Glavin	48,289		Womack	27,122

Johnson²	15,975		Wood	77,316


		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.


		Candidates meet with the committee members, the Board Chair, the other directors and the CEO who assess candidates based on several factors, including whether the candidate has experience that will assist the company in seeking to meet its long-term strategic objectives and will bring diversity of thought and the desired qualifications to our Board. The Board has adopted a Board-level diversity policy that recognizes that it benefits from the contribution of different perspectives, experiences and characteristics which promote strong corporate governance and contribute to a more effective decision-making process. With respect to diversity characteristics, the Board and its nomination and corporate governance committee consider gender, race, ethnicity, country of origin, nationality or cultural background, and other personal characteristics. Due diligence is conducted, including soliciting feedback on potential candidates from persons outside the company. Qualified candidates are presented to the Board of Directors.
		Two new directors were added in 2023 that contribute the following experience and traits to our Board:
		• Gender diversity		• Accounting and financial reporting
		• Public company executive		• Technology
		• Executive strategy and execution		• Marketing and client focus
		• Industry experience		• Regulatory - government and legal
		• International experience



		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. We also had numerous meetings with the investment community throughout the year to introduce Mr. Schlossberg as our new CEO.

		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 the Fall of 2023, we reached out to our top shareholders, representing approximately 62%¹of our outstanding common stock. Seven of our shareholders, representing approximately 15%¹of our outstanding common stock, requested and held meetings with our investor relations, corporate governance, executive compensation and ESG 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 over the management of material risks with respect to the company’s business, including business strategy, financial performance, investments, operations, technology (including cybersecurity), regulatory compliance, governance, human capital management, and environmental and social matters				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


		a variety of ways, depending on the asset class and strategy. We exercise our rights and responsibilities as stewards of capital and use our expertise to cast voting decisions in our clients’ best interests.

		Innovation and data
		We believe having quality data on ESG factors is critical for effective investment analysis. We are enhancing our ESG data and analytics capabilities by continuing to build out and update our proprietary tools, including ESG intel, PROXY intel, and ESG Central. These tools assist with research, portfolio reviews, portfolio optimization, engagement, and proxy voting.

		Client partnerships
		Invesco has a client-centric ESG approach focused on customizing solutions to client needs and objectives. We provide a comprehensive range of ESG-focused capabilities that enable clients to express their values through investing. For example, some of our clients ask us to impose ESG investment guidelines and restrictions on their portfolios, and we offer a suite of portfolio solutions tailored to those clients who wish to pursue such ESG goals.

		Industry engagement
		We are involved in many industry bodies, including Principles for Responsible Investment (PRI), the Net Zero Asset Managers Initiative (NZAM), the Global Real Estate Sustainability Benchmark (GRESB), and the Task Force on Climate related Financial Disclosures (TCFD). We engage policymakers on the latest ESG regulations and have academic partnerships with the University of Cambridge and Tsinghua University.


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

Andrew R. Schlossberg President and Chief Executive Officer		58,841		1,009,451

L. Allison Dukes Senior Managing Director and Chief Financial Officer		34,439		546,347

Stephanie C. Butcher Senior Managing Director and Co-Head of Investments		14,010		247,417


Douglas J. Sharp Senior Managing Director and Head of the Americas and EMEA		40,401		682,908

Tony L. Wong Senior Managing Director and Co-Head of Investments		8,191		144,653

Retired executive officers

Martin L. Flanagan¹ Retired President and Chief Executive Officer		150,796		2,663,057

Gregory G. McGreevey² Retired Senior Managing Director, Investments		72,705		1,283,970