Jones Lang Lasalle Inc DEF 14A, filed Apr 14, 2023

Jones Lang Lasalle Inc (JLL)

DEF 14A 2023-04-14

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Added on June 12, 2026

About this DEF 14A

Jones Lang Lasalle Inc filed this DEF 14A on April 14, 2023.

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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 Pursuant to §240.14a-12

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Clients	Brand	Technology
We continue to enhance our comprehensive service offering to create real value for our clients. Guided by our Beyond strategy, we are making continued investments in advanced client relationship management processes and tools, ensuring we can quickly assemble the best multidisciplinary teams and expertise tailored to meet each client’s requirements.	We continue to strengthen and expand awareness of our brand beyond the traditional real estate sector, with a focused goal in our Beyond strategic vision to reach more CEOs and other senior decision makers.	We embrace technology to deliver value for our clients, people and shareholders. Technology is core to our growth strategy as reflected in our significant investments in JLL Technologies. With a comprehensive portfolio of purpose-built solutions, unparalleled industry expertise and leading-edge, venture-backed companies, JLL Technologies enables organizations to achieve exceptional building performance, accelerate the path to net zero and optimize spaces for the future of work.

People & Values	Sustainability	Growth
People are at the heart of our business. We are dedicated to helping our people SEE A BRIGHTER WAY by enabling them to explore new opportunities, build expertise, create long-term careers, and draw inspiration through working with talented colleagues and clients. Our commitment to promoting and achieving true diversity and inclusion is exemplified by achieving 25% female representation amongst our top 100 leaders. Our people are committed to the core values of teamwork, ethics and excellence. These values are the foundation of our organization. Clients, employees, business partners and potential recruits are strongly attracted to these values and to our commitment to exemplary standards for ESG, including ambitious goals and regular transparent reporting.	With the built environment responsible for around 40% of carbon emissions according to the International Energy Agency, the real estate industry must play a central role in enabling companies, communities and cities to deliver their net zero goals. More broadly, ESG is now a major priority for our investor and occupier clients who are looking to reduce investment risk and increase their resilience in the face of global social and environmental challenges. JLL has established comprehensive global capabilities delivering sustainability advice and solutions to clients around the world and advocating ambitious target setting and delivery to ensure the real estate industry plays its part in achieving a sustainable global future for all.	Our Beyond priorities for Clients, Brand, Technology, People & Values and Sustainability combine to provide an integrated strategic vision and platform for growth. This vision is supported by our commitment to enhance productivity, optimize sustainable and profitable long-term growth, and create value for all of our stakeholders. It embraces our opportunity to play a leading role in understanding and guiding the future of work, workplaces and cities, while enabling clients and communities to deliver on their sustainability targets and ambitions. It recognizes and leverages the vital part continuing innovations in data and technology will play, ensuring JLL has the products and data-driven insights to lead this wave of change.

Revenue	Fee Revenue*	Net Income attributable to common shareholders
$20.9 billion	$8.3 billion	$654.5 million
↑ 8% from 2021	↑ 4% from 2021	↓ 32% from 2021

People	Capital returned to shareholders	Investment-grade credit ratings
103,000	$601 million	BBB+
colleagues in over 80 countries	via share repurchases	Standard & Poor’s Ratings Services
		Baa1
		Moody’s Investors Services
* Fee Revenue is a non-GAAP financial measure, which is described in more detail in Annex A to this Proxy Statement. See Annex A to this Proxy Statement for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

Diversity, Equity and Inclusion	+	Training and Development	+	Well-being, Health and Safety
• Our vision is for a culture where differences are valued, people feel they belong, and authenticity thrives across the communities where we live and work. We enhanced our commitment to DEI by revamping our strategy to focus on talent, culture and clients. • In 2022, three of our largest eight countries were led by female CEOs. • We supported Business Resource Groups to provide platforms to navigate career development and facilitate networking. • We continued programs to help reduce financial obstacles to the real estate profession through our college loan repayment program and an investment fund to supplement entry-level compensation for those with commission-based salaries.		• We defined our core capabilities and leadership behaviors to drive near and long-term success. • We assess our employees based on these capabilities for participation in our award-winning development platform, Real Leadership. • Real Leadership is an end-to-end platform that helps our employees grow their leadership skills from frontline to executive, serving over 10,000 employees worldwide with 10 different programs including partnerships with Harvard, Stanford, Cambridge University, IMD Business School and other prestigious partners. • We continue to upskill our workforce on future-focused skills through our JLL Virtual Learning Library. Nearly 90,000 employees annually have participated in these virtual on-demand offerings. • Our employees have consumed more than two million learning assets.		• In 2022, we refreshed our JLL well-being framework, consisting of four pillars: physical, mental, financial and inclusion. • Our health and safety program is aligned to the principles of ISO 45001. • Through our safety vision, and education programs like Global Safety Week, in 2022 we achieved lower than average accident rates per OSHA guidelines. There were zero JLL employee workplace fatalities in 2022. • JLL continues to be committed to providing healthy workplaces for our people, and by the end of 2022 JLL had a total of five WELL Platinum Certified and one WELL Gold Certified Office. JLL’s WELL at Scale program covers 4.3 million square feet, impacting more than 35,000 employees in over 270 offices worldwide.

Proposal	Vote Required to Adopt the Proposal	Board Recommends	Reasons for Recommendation	More Information
1. Election of the twelve nominees to serve one-year terms on our Board of Directors	Majority of votes cast with respect to each nominee	For each nominee	The Board believes the twelve Board nominees possess the skills, experience, and diversity to provide strong oversight for JLL’s long-term strategy and operations	See page 14
2. Approval, on an advisory basis, of our executive compensation (say-on-pay)	Majority of votes cast	For	Our executive compensation programs demonstrate our pay-for-performance philosophy and reflect the input of shareholders	See page 36
3. Approval, on an advisory basis, of the frequency of future executive compensation votes (say-on-frequency)	Majority of votes cast (if no majority, we will consider which frequency receives the most votes)	For a frequency of One Year	The Board believes that since the intention of the “say-on-pay” vote is to provide a communication vehicle to the Compensation Committee, it is most useful to have a communication that is received on a regular basis and in a timely manner	See page 36
4. Approval of the Second Amended and Restated 2019 Stock Award and Incentive Plan	Majority of votes cast	For	Equity compensation helps to align the incentives of management and shareholders	See page 64
5. Ratification of the appointment of KPMG LLP as JLL’s independent registered public accounting firm for the year ending December 31, 2023	Majority of votes cast	For	Based on its assessment of KPMG LLP’s qualifications and performance, the Audit and Risk Committee believes that retaining KPMG LLP for fiscal year 2023 is in JLL’s best interests	See page 78

Name	Age	Director Since	Position	Independent	Audit and Risk	Compensation	Nominating, Governance and Sustainability
Hugo Bagué	62	2011	Former Group Executive, Organisational Resources, Rio Tinto plc	Yes		●	●
Matthew Carter, Jr.	62	2018	Chief Executive Officer, Aryaka Networks, Inc.	Yes		●
Tina Ju	58	2021	Founding and managing partner of KPCB China and TDF Capital	Yes	●		●
Bridget Macaskill	74	2016	Chairman of Cambridge Associates LLC and Former Non-Executive Chairman and Chief Executive Officer, First Eagle Holdings, Inc.	Yes	●		●
Deborah H. McAneny	64	2019	Former Executive Vice President, Structured and Alternative Investments, John Hancock Financial Services, Inc.	Yes			●
Siddharth (Bobby) Mehta	64	2019	Chairman of the Board, Former President and CEO, TransUnion	Yes	●	●	●
Moses Ojeisekhoba	56	2022	CEO, Reinsurance, Swiss Re	Yes		●	●
Jeetendra (Jeetu) I. Patel	51	2019	Executive Vice President & General Manager, Cisco Systems, Inc.	Yes	●		●
Ann Marie Petach	62	2015	Senior Advisor to the CFO of Google, Inc. and Retired Chief Financial Officer, BlackRock, Inc.	Yes			●
Larry Quinlan	60	2022	Former Global Chief Information Officer, Deloitte	Yes	●		●
Efrain Rivera	66	2021	Senior Vice President, Chief Financial Officer, Paychex, Inc.	Yes	●		●
Christian Ulbrich	56	2016	Chief Executive Officer and President, JLL	No
Chair Member

Board Practices
• All non-executive Directors are independent (11 of 12 Board nominees at 2023 Annual Meeting are independent) • Separate non-executive Chairman of the Board and Chief Executive Officer roles • Annual Board and committee self-evaluation, including bi-annually by an outside facilitator • Highly diverse Board across gender, ethnicity, and experience • Regular evaluation of Director compensation • Significant engagement with employees, senior management, and clients, which takes place across our major offices globally • Directors not “over-boarded”		• No perquisites to Board members • Board orientation/education program • Company Code of Ethics applicable to Directors • Policy requiring approval by the Nominating, Governance and Sustainability Committee of any related party transactions • Regular succession planning for both management and the Board • Compensation program for Directors with no separate meeting fees • Independent Directors meet without management present at each in-person meeting • Approximately 65% of base Board compensation is in JLL stock
Shareholder Practices		Other Best Practices
• Annual election of Directors • Majority voting in Director elections • No poison pill in effect • Proxy access right • Process for shareholders to communicate with the Board • Active shareholder engagement • Right of shareholders owning 30% of outstanding shares to call a special meeting of shareholders for any purpose • Annual shareholder “say-on-pay” vote for executive compensation		• Clawback policy • Stock ownership guidelines for Directors and executives • Policy against pledging and hedging JLL stock • Disclosure committee for financial reporting • Increasingly sophisticated integrated reporting and corporate sustainability reporting • Corporate compliance program • Policy against political contributions in the Company’s name

Base Salary	+	Annual Incentive Plan (AIP)	+	Long-Term Incentive Plan (LTIP)
Competitive pay to attract and retain talented executives		An opportunity to earn an annual cash award based on our annual financial performance and the achievement of high-priority business objectives		An opportunity to earn company stock, primarily in the form of performance share units, to align management’s interests with long-term shareholders’ interests

Proposal 1 - Election of Directors	14
How we select Directors	14
Summary of Board nominee experience and skills	15
Our 2023 Director nominees	16
Shareholder recommendations	20
Proxy access	20
Majority voting	20
Corporate governance principles and Board matters	20
Key governance documents and policies	20
Enhanced Board Oversight Over Environmental, Social, Legislative, Regulatory and Public Policy Matters	22
Director independence	22
Board leadership structure and role of the non-executive chairman in the leadership of the Board	22
Board meetings and attendance	23
Board committees	23
Director orientation and continuing education	24
Annual Board self-assessments	25
The Board’s role in enterprise risk oversight	25
The Board’s role in compliance oversight	26
The Board’s role in information and data security oversight	26
Shareholder engagement	27
Corporate sustainability	28
Communicating with our Board	28
Review and approval of transactions with interested persons	29
Prohibition on insider trading, pledging or hedging	29
Non-employee Director compensation	29

Management and Leadership Experience	+	Skilled and Diverse Background	+	Integrity and Professionalism
A member of the Board must have extensive experience in business, education, or public service. This includes anyone who has held: • a senior managerial position in a significant public corporation or a recognized privately-held entity; • a significant faculty or administrative position at a prominent educational institution; • a senior or significant governmental position; or • a senior position in a significant non-profit organization.		A member of the Board should have a diverse range of skills, perspectives and experience. While not exclusive, the following attributes are desirable: • an understanding of financial reporting and internal control principles or financial management experience; • international and multi-cultural experience and understanding; • experience relating to environmental, social, legislative, regulatory and public policy matters and their impact on corporate governance; and • the aptitude and experience to fully appreciate the legal responsibilities of a director and the governance processes of a public company.		A member of the Board must have the highest ethical standards, a strong sense of professionalism and be prepared to serve the interests of all shareholders. Among other attributes, a nominee for the Board should exhibit: • independence, objectivity, and a commitment to our Corporate Governance Guidelines and Code of Ethics; • intelligence, self-assuredness, inter-personal skills, commitment, communication skills, inquisitiveness, objectivity, practical wisdom and mature judgment; • a willingness to commit sufficient time to discharge the duties of a director; and • the ability to develop and maintain a good working relationship with the other directors and with senior management.

1.	Information Gathered • (Odd Years including 2023) An independent consultant conducts a one-on-one assessment with each director in January and February regarding Board and committee effectiveness and engagement. • (Even Years) Each Director completes a written self-assessment questionnaire on an anonymous basis in January regarding Board and committee effectiveness and engagement.

2.	Compilation and Initial Review of Information • (Odd Years including 2023) The independent consultant or internal legal personnel, as applicable, compiles information from these individual assessments without individual attribution. • (Even Years) The Chair of the Nominating, Governance and Sustainability Committee reviews the anonymized information from the individual assessments, including with the independent consultant, as applicable.

3.	Committee and Full Board Sessions • The independent consultant or Chair of the Nominating, Governance and Sustainability Committee, as applicable, leads a discussion with the full Board at its March meeting regarding the assessments provided by the Board members. • The Board continues the discussion around Board and committee effectiveness and engagement in non-management executive sessions. • As needed, individual Board committees discuss assessments provided.

Key issue	Climate action for sustainable real estate	Healthy spaces for all people	Inclusive places for thriving communities


Definition	We take urgent climate action that accelerates the transition to net zero, enhances performance, mitigates risks and helps shape a better world	We create safe and healthy spaces that promote productivity, wellbeing and sustainability	We provide fair and inclusive places that create positive social impact and equal opportunities


Annual Cash Retainer	• Each Director — $100,000 • Chairman of the Board — additional $60,000
Annual Grant of JLL Stock	• Each Director — Annual grant of JLL common stock valued at $185,000 • Chairman of the Board — additional annual grant of common stock valued at $110,000
Annual Cash Retainer for Committee Chair or Member	• Audit and Risk Committee Chair — $25,000 • Compensation Committee Chair — $25,000 • Nominating, Governance and Sustainability Committee Chair — $15,000 • Audit and Risk Committee member (other than chair) — $10,000 • Compensation Committee member (other than chair) — $10,000 • Nominating, Governance and Sustainability Committee member (other than chair) — $5,000 Paid annually in third quarter

Name	Fees Earned or Paid in Cash⁽¹⁾	Stock Awards⁽²⁾	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation⁽³⁾	Total (2022)
Hugo Bagué	$130,000	$185,000	—	—	—	$246	$315,246
Matthew Carter, Jr.	$125,000	$185,000	—	—	—	$476	$310,476
Samuel A. Di Piazza, Jr.	$115,000	$185,000	—	—	—	$246	$300,246
Tina Ju	$115,000	$185,000	—	—	—	—	$300,000
Bridget A. Macaskill	$115,000	$185,000	—	—	—	$246	$300,246
Deborah H. McAneny	$115,000	$185,000	—	—	—	—	$300,000
Siddharth (Bobby) Mehta	$185,000	$295,000	—	—	—	—	$480,000
Moses Ojeisekhoba	$15,833	$92,500	—	—	—	—	$108,333
Jeetendra (Jeetu) I. Patel	$115,000	$185,000	—	—	—	$246	$300,246
Sheila A. Penrose⁽⁴⁾	$50,000	$0	—	—	—	—	$50,000
Ann Marie Petach	$130,000	$185,000	—	—	—	$246	$315,246
Larry Quinlan	$65,000	$185,000	—	—	—	—	$250,000
Efrain Rivera	$115,000	$185,000	—	—	—	—	$300,000
(1) The amounts in this column reflect the aggregate cash fees that each Director earned during 2022, as his or her retainer for Board membership and all Chair and Committee retainers, to the extent applicable. We do not pay fees for attendance at individual meetings. (2) With the exception of Mr. Ojeisekhoba who joined the Board in December 2022, the stock awards in this column reflect the annual $185,000 in common stock we granted to each Director. Mr. Ojeisekhoba received half of a $185,000 common stock grant due to the timing of when he joined the Board. Mr. Mehta received an additional equity award of JLL common stock for the Chairman of the Board equal to $110,000. The amount of shares issued was rounded to the nearest whole share. The amounts we report in this column reflect the grant date fair values of the stock awards we made to our non-employee Directors during 2022 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The aggregate number of stock awards outstanding at December 31, 2022, held by non-employee Directors consisted of the following restricted stock units: Mr. Bagué — 1,110; Mr. Carter — 1,110; Mr. Di Piazza — 1,110; Ms. Ju — 375; Ms. Macaskill — 1,110; Ms. McAneny — 1,110 Mr. Mehta — 1,110; Mr. Ojeisekhoba — 0; Mr. Patel — 1,110; Ms. Penrose — 0; Ms. Petach — 1,110; Mr. Quinlan — 0; and Mr. Rivera — 0 (3) The amounts in this column reflect payment for dividend equivalents on unvested restricted stock units, which were granted to the non-employee directors in prior years. (4) Ms. Penrose did not stand for reelection to the Board at the 2022 Annual Meeting. Her compensation in 2022 reflects non-employee Director compensation earned for the period of time during which she served on the Board in 2022.

Name	Shares Directly Owned (#)	Restricted Stock Units (#)	Total (#)	Value at March 31, 2023
Hugo Bagué	21,723	1,110	22,833	$3,321,973
Matthew Carter, Jr.	3,851	1,110	4,961	$721,776
Samuel A. Di Piazza, Jr.	14,657	1,110	15,767	$2,293,941
Tina Ju	2,657	375	3,032	$441,126
Bridget Macaskill	6,941	1,110	8,051	$1,171,340
Deborah H. McAneny	13,126	1,110	14,236	$2,071,196
Siddharth (Bobby) Mehta	4,127	1,110	5,237	$761,931
Moses Ojeisekhoba	1,017	—	1,017	$147,963
Jeetendra (Jeetu) Patel	3,314	1,110	4,424	$643,648
Ann Marie Petach	7,364	1,110	8,474	$1,232,882
Larry Quinlan	1,290	—	1,290	$187,682
Efrain Rivera	2,536	—	2,536	$368,963

Name	Title
Christian Ulbrich	Chief Executive Officer and President
Karen Brennan	Chief Financial Officer
Gregory O’Brien	Chief Executive Officer, Markets Advisory
Yishai Lerner	Co-CEO, JLL Technologies
Mihir Shah	Co-CEO, JLL Technologies

Company	Full Peer Group	Real Estate Peers	Business Services Peers
AECOM	X		X
Aon plc	X
Boston Properties, Inc.	X	X
CACI International Inc	X		X
CBRE Group, Inc.	X	X
CGI Group Inc.	X		X
Cognizant Technology Solutions Corporation	X
Cushman & Wakefield plc	X	X
Duke Realty Corporation	X	X
DXC Technology Company	X
EMCOR Group, Inc.	X		X
Equifax Inc.	X		X
Fidelity National Information Services, Inc.	X		X
Fluor Corporation	X
Host Hotels & Resorts, Inc.	X	X
Invesco Ltd.	X
Jacobs Engineering Group Inc.	X
Leidos Holdings, Inc.	X
ManpowerGroup Inc.	X
Marsh & McLennan Companies, Inc.	X
Prologis Inc.	X	X
Raymond James Financial Inc.	X
Robert Half International Inc.	X		X
SL Green Realty Corp.	X	X
T. Rowe Price Group, Inc.	X
Vornado Realty Trust	X	X
Willis Towers Watson Public Limited Company	X

Year		JLL	Full Peer Group	Real Estate Peers	Business Services Peers
2021	Fee Revenue	$8,018	$9,904	$2,908	$9,904
	Market Capitalization	$13,474	$17,992	$15,204	$12,208
2022	Fee Revenue	$8,302	$10,106	$3,997	$9,372
	Market Capitalization	$7,571	$13,077	$10,593	$11,776

Name	2022 Base Salary	2021 Base Salary
Christian Ulbrich⁽¹⁾	$889,121	$970,997
Karen Brennan	$500,000	$496,154
Gregory O’Brien	$500,000	$496,154
Yishai Lerner	$500,000	$496,154
Mihir Shah	$500,000	$496,154
⁽¹⁾ The year over year change in Mr. Ulbrich's base salary reflects the difference in applicable exchange rate rather than a change in base salary in local currency.

Performance Measures*	Performance Weighting	What is it?
AIP Adjusted EBITDA	50%	Our externally reported EBITDA (earnings before income tax, depreciation and amortization), adjusted to exclude net non-cash mortgage servicing rights, mortgage banking derivative activity, net loss on dispositions and interest on employee loans, net of forgiveness, along with certain restructuring and acquisition charges.
AIP Adjusted EBITDA Margin	25%	AIP Adjusted EBITDA divided by our externally reported Fee Revenue.
Free Cash Flow	25%	Represents cash provided by operating activities less net capital additions from property and equipment.
* The above measures are non-GAAP financial measures used by the Compensation Committee in determining executive compensation. See Annex A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

	Threshold 50% payout (Millions U.S. $)	Target 100% payout (Millions U.S. $)	Maximum 150% payout (Millions U.S. $)		Payout Percentage Earned
AIP Adjusted EBITDA⁽¹⁾	$1,072.8		$1,992.3	Actual performance $1,222.3 80% of target	66%
	$1,532.5
(1) AIP Adjusted EBITDA as presented is a non-GAAP financial measure used by the Compensation Committee in determining executive compensation. See Annex A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

	Threshold 50% payout	Target 100% payout	Maximum 150% payout		Payout Percentage Earned
AIP Adjusted EBITDA Margin⁽¹⁾	12.0%		22.4%	Actual performance 14.7% 86% of target	76%
	17.2%
(1) AIP Adjusted EBITDA Margin as presented is a non-GAAP financial measure used by the Compensation Committee in determining executive compensation. See Annex A for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

Executive	(A) Bonus Target	(B) Financial Goals Payout Percentage	(C) Calculated Performance Basis of Award	(D) Leadership Multiplier	Final Cash AIP Award (A)x(B)x(D)
Christian Ulbrich	$3,000,000	52.1%	$1,563,000	88%	$1,375,440
Karen Brennan	$1,500,000	52.1%	$781,500	88%	$687,720
Gregory O’Brien	$2,056,800	52.1%	$1,071,593	88%	$943,002
Yishai Lerner	$1,920,000	52.1%	$1,000,320	88%	$880,282
Mihir Shah	$1,920,000	52.1%	$1,000,320	88%	$880,282

Performance Measures	What is It?	When is it assessed?	Why do we use it?
U.S. GAAP Diluted EPS	U.S. GAAP Diluted EPS is a measure of JLL’s GAAP profit allocated to each outstanding share of stock, including the dilutive impact of our common stock equivalents. U.S. GAAP Diluted EPS is calculated as (i) net income attributable to common shareholders (ii) divided by the weighted average number of common shares outstanding inclusive of the dilutive impact of our common stock equivalents.	After three years for cumulative performance	Aligns compensation to a key indicator of JLL’s performance and returns on shareholder equity
Relative TSR	JLL’s TSR is ranked versus the companies in the S&P 500. The beginning share price for the performance period is the average closing price of JLL’s common stock for the final 20 trading days of the calendar year that precedes the start of the performance period, and the final share price for performance period is the average closing price of JLL’s common stock for the final 20 trading days of such performance period.	After three years for cumulative performance	Aligns compensation to delivering shareholder value

Jones Lang Lasalle Inc DEF 14A, filed Apr 14, 2023

About this DEF 14A

Notice of 2023 Annual Meeting of Shareholders

Attending the 2023 Annual Meeting Webcast

Shareholders of Record (shares are registered in your name)

Beneficial Shareholders (shares are held in the name of a bank, broker, or other institution)

Asking Questions

Control Number

Technical Support

Contents

About JLL

Our organizational purpose

We shape the future of real estate for a better world

Who we are

What we do

2022 Business highlights

Human capital

Corporate sustainability

Awards and recognition

Proxy Statement Summary

Shareholder voting matters and recommendations

Our 2023 Director nominees

Corporate governance highlights

Corporate governance policies and best practices

Components of our executive compensation program

Proposal 1 - Election of Directors

How we select Directors

Identifying and evaluating Director nominees

Director qualifications

Summary of characteristics

Summary of Board nominee experience and skills

Our 2023 Director nominees

Professional, Leadership and Service Experience

Skills and Attributes

Professional, Leadership and Service Experience

Skills and Attributes

Other Public Company Boards

Professional, Leadership and Service Experience

Skills and Attributes

Other Public Company Boards

Professional, Leadership and Service Experience

Skills and Attributes

Professional, Leadership and Service Experience

Skills and Attributes

Other Public Company Boards

Professional, Leadership and Service Experience

Skills and Attributes

Other Public Company Boards

Professional, Leadership and Service Experience

Skills and Attributes

Professional, Leadership and Service Experience

Skills and Attributes

Other Public Company Boards

Professional, Leadership and Service Experience

Skills and Attributes

Professional, Leadership and Service Experience

Skills and Attributes

Other Public Company Boards

Professional, Leadership and Service Experience

Skills and Attributes

Professional, Leadership and Service Experience

Skills and Attributes

Shareholder recommendations

Proxy access

Majority voting

Corporate governance principles and Board matters

Key governance documents and policies

Corporate Governance and Leadership Framework

The Board

Corporate Authority Policy

The Chief Executive Officer

Succession Planning

The Global Executive Board

Enhanced Board Oversight Over Environmental, Social, Legislative, Regulatory and Public Policy Matters

Director independence

Board leadership structure and role of the non-executive chairman in the leadership of the Board

Board meetings and attendance

Board committees

Audit and Risk Committee

Compensation Committee

Notice of 2023 Annual Meeting
of Shareholders

U.S. GAAP Diluted EPS Achievement	Payout for U.S. GAAP Diluted EPS (as a % of target)*
Threshold (70% of target)	50%
Target	100%
Maximum (130% of target)	150%
* straight-line interpolation for results between goals.

TSR percentile rank in the S&P 500	Payout for TSR (as a % of target)*
25^th	50%
50^th	100%
75^th	150%
* straight-line interpolation for results between goals.

	U.S. GAAP Diluted EPS (75% weighting) (#)	Relative TSR (25% weighting) (#)	Total PSUs Granted (#)	Total RSUs Granted (#)	Value⁽¹⁾
Christian Ulbrich	21,324	7,108	28,432	14,004	$ 9,741,059
Karen Brennan	4,921	1,640	6,561	3,232	$ 2,247,954
Gregory O’Brien	6,748	2,249	8,997	4,431	$ 3,082,358
Yishai Lerner	6,299	2,099	8,398	4,136	$ 2,877,143
Mihir Shah	6,299	2,099	8,398	4,136	$ 2,877,143
(1) The amounts we report in this column reflect the grant date fair values of awards to our NEOs computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation, assuming performance at target levels. See footnote 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, for a discussion of the relevant assumptions used in calculating this amount.

	Metric Criteria			Weight	2020-2022 Actual Achievement	Metric Payout		Weighted Payout
	Threshold	Target	Maximum	Weight	2020-2022 Actual Achievement	Metric Payout		Weighted Payout
U.S. GAAP Diluted EPS	$15.64 per share	$22.34 per share	$29.04 per share	50%	$39.44	150%		75.0%
Beyond Goals	70% achievement	100% achievement	130% achievement	40%	Varied	71.23%	⁽¹⁾	28.5%
Relative TSR	30^th percentile	60^th percentile	90^th percentile	10%	21^st percentile	0%		0%
Aggregate Weighted Payout:								103.5%

	2020-2022 PSUs Awarded	Performance Payout	Shares Vesting
Christian Ulbrich	45,328	103.50%	46,911
Karen Brennan	6,382	103.50%	6,605
Gregory O’Brien	20,485	103.50%	21,201
Yishai Lerner	19,613	103.50%	20,298
Mihir Shah	19,613	103.50%	20,298

	401(k) Match and Pension Contribution	Life, Healthcare and Healthcare Bonus	Ex-Pat GUG and Tax Equalization⁽¹⁾	Transportation Allowance/Car Lease⁽²⁾	Tax Preparation Services	Total
Christian Ulbrich	$27,298	$0	$0	$16,024	$6,825	$50,147
Karen Brennan	$12,200	$1,547	$73,415	$0	$0	$87,162
Gregory O’Brien	$12,200	$2,727	$0	$0	$0	$14,927
Yishai Lerner	$12,200	$451	$0	$0	$0	$12,651
Mihir Shah	$12,200	$451	$0	$0	$0	$12,651
(1) For Ms. Brennan, amount represents the incremental cost to JLL of tax equalization and other related payments associated with her long-term assignment to the United Kingdom, all in accordance with the Company’s standard policies. Per JLL’s standard policy, expatriate benefits and reimbursements are discontinued at the end of an assignment. However, tax equalization and other tax-related payments may continue, but only to the extent that liabilities related to the foreign assignment are incurred. (2) For Mr. Ulbrich, amount represents the actual lease paid and car allowance for the benefit provided through July 31, 2022. Effective August 1, 2022, there is no monetary value associated with the lease and car allowance benefit.

	Number of Units of Stock that Have Not Vested⁽¹⁾	Market Value of Units of Stock that Have Not Vested⁽²⁾	Equity Incentive Plan Awards: Number of Unearned PSUs that Have Not Vested⁽³⁾	Equity Incentive Plan Awards: Market Value of Unearned PSUs that Have Not Vested⁽²⁾
Christian Ulbrich	26,643	$4,246,095	99,421	$15,844,725
Karen Brennan	9,686	$1,543,658	19,330	$3,080,622
Gregory O’Brien	9,271	$1,477,519	39,309	$6,264,675
Yishai Lerner	9,679	$1,542,542	62,887	$10,022,301
Mihir Shah	9,679	$1,542,542	62,887	$10,022,301
(1) Vesting terms described below for unvested RSUs. (2) The market value is based on the closing price of JLL common stock on the NYSE on December 30, 2022 which was $159.37. Markets were closed on December 31, 2022. (3) The number of PSUs reflect target performance. The PSUs granted in 2021 will vest in 2024, the PSUs granted in 2022 will vest in 2025, in each case after the three-year cumulative performance period. PSU awards granted in April 2020 were determined, vested, and paid out in the first quarter of 2023. See “GEB LTIP 2020-2022 PSU award results” at page 48.

	3 Year Ratable	4 Year Ratable	3 Year Cliff	Milestone Date	Total
Christian Ulbrich	0	0	126,064	0	126,064
Karen Brennan	0	0	29,016	0	29,016
Gregory O’Brien	0	0	48,580	0	48,580
Yishai Lerner	0	909	46,190	25,467	72,566
Mihir Shah	0	909	46,190	25,467	72,566

	Vesting in 2023	Vesting in 2024	Vesting in 2025	Vesting in 2026	Milestone Date	Total
Christian Ulbrich	45,328	38,300	42,436	0	0	126,064
Karen Brennan	9,691	9,532	9,793	0	0	29,016
Gregory O’Brien	20,485	14,667	13,428	0	0	48,580
Yishai Lerner	20,522	14,043	12,534	0	25,467	72,566
Mihir Shah	20,522	14,043	12,534	0	25,467	72,566

	Stock Awards
	Number of Shares Acquired on Vesting⁽¹⁾	Value Realized on Vesting⁽²⁾
Christian Ulbrich	28,485	$6,233,657
Karen Brennan	2,391	$464,021
Gregory O’Brien	13,388	$2,929,830
Yishai Lerner	22,775	$4,733,702
Mihir Shah	22,775	$4,733,702
(1) Number of shares shown represents the total number of shares vested, including shares withheld for tax obligations, if applicable. (2) Values shown represent the per share closing price of our Common Stock on the NYSE for the day prior to the respective vesting dates for the shares indicated. Shares shown in the table vested on January 15, 2022 and January 16, 2022, both with a related price per share of $254.68 (Mr. Lerner - 1,647 shares and 909 shares, respectively and Mr. Shah - 1,647 shares and 909 shares, respectively); March 11, 2022, with a related price per share of $218.84 (Mr. Ulbrich - 28,485 shares, Mr. O’Brien - 13,388 shares, Mr. Lerner - 14,291 shares, and Mr. Shah - 14,291 shares); May 15, 2022, with a related price per share of $194.07 (Ms. Brennan - 2,391 shares); October 14, 2022, with a related price per share of $161.15 (Mr. Lerner - 5,928 shares and Mr. Shah - 5,928 shares).