UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )

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	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material underPursuant to §240.14a-12

JONES LANG LASALLE INCORPORATED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 16, 202114, 2023

Dear Fellow Shareholders:

You are invited to the 20212023 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated which is currently scheduled to take place on Thursday, May 27, 2021,25, 2023, beginning at 9:10:00 a.m., Central time.Time.

Due to COVID-19-related public health restrictions and for the safety and well-being of our shareholders, employees, directors and officers ourOur annual shareholders meeting will be conducted online in a virtual meeting format via live audio webcast. The accompanying 20212023 Proxy Statement contains information about attending the 20212023 Annual Meeting online. You will not be able to attend the 20212023 Annual Meeting physically in person.

At this year’s meeting, we will vote on the proposals detailed in the accompanying Proxy Statement.

Meeting Attendance and Voting

Your vote is very important to us. We genuinely hope you will join us online at our 20212023 Annual Meeting of Shareholders. If you are not able to join us, please cast your vote as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet, by telephone or by mail, as promptly as possible.

We expect to mail the Notice of Internet Availability of Proxy Materials to our shareholders on or about April 16, 2021.14, 2023. The proxy materials we furnish on the Internet include our 20212023 Proxy Statement and our 20202022 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2020.2022.

Changes to our Board

On behalf of the Board and JLL, we would like to thank Sheila PenroseSamuel A. Di Piazza, Jr. for her service as Chairman of the Board since 2002. Sheila has agreed to continueserving as a Director andsince 2015. Mr. Di Piazza is a nominee for election at the 2021 Annual Meeting of Shareholders. We look forward to her continuing contributions to the Board and JLL.

Directors Ming Lu and Martin Nesbitt are not standing for re-election for another term, and we thank them for their counsel and guidance. Their servicesterm. His valuable contributions as a Director greatly benefitted the Board and our company.

Finally, we welcome Tina Ju as a first-time nominee for Director this year. Tina is a founding and managing partner of KPCB China and TDF Capital, and we expect that her long experience in venture capital and investment banking, particularly in China, will prove to be a valuable addition to the Board and JLL.

As always, we appreciate your continued interest in JLL.

Sincerely,

Chairman of the Board of Directors

Chief Executive Officer

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Notice of 2023 Annual Meeting
of Shareholders

Notice of 2021 Annual Meeting

	When		Virtual Meeting		Record Date
	Thursday, May 27, 202125, 2023 9:10:00 a.m., Central Time		Via live audio webcast at www.virtualshareholder meeting.com/JLL2021JLL2023		Shareholders as of April 1, 2021March 31, 2023 are entitled to vote

Items of business

At the 20212023 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated (JLL or the Company), shareholders will be asked to vote on the following proposals:

In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof, by or at the direction of the Board of Directors.

Other Important Information

You can vote if you were a shareholder of record at the close of business on Friday, April 1, 2021,March 31, 2023, or if you hold a proxy from such a shareholder. If you are eligible to vote at the virtual 20212023 Annual Meeting you will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting via live audio webcast. Shareholders of record may also view the list of registered holders entitled to vote at our 20212023 Annual Meeting on the virtual meeting website.

It is important that your shares be represented and voted at the 20212023 Annual Meeting. You can vote your shares on the Internet, by telephone or by completing and returning your proxy or voting instruction card. Submitting your proxy by one of these methods will ensure your representation at the 20212023 Annual Meeting regardless of whether you attend online.

More information about attending the 20212023 Annual Meeting online and voting before and at the meeting is provided on the next page.

We will provide the Notice of Internet Availability of Proxy Materials, electronic delivery of the proxy materials or mailing of the 20212023 Proxy Statement, the 20202022 Annual Report on Form 10-K and a proxy card to shareholders beginning on or about April 16,14, 2021.2023.

By Order of the Board of Directors

Global ChiefLegalOfficerandCorporateSecretary

April 16, 202114, 2023

Your Vote Matters: How to Vote
By phone	Online before the meeting	By mail	Online during the meeting
You can vote your shares by calling 1-800-690-6903 (toll-free in the U.S. and Canada).	Go to www.proxyvote.com and follow the instructions.	Complete, sign and date the proxy card, and return it in the enclosed postage pre-paid envelope.	Attend our annual meeting virtually by logging into the virtual annual meeting website and vote by following the instructions provided on the website.

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2023 Proxy Statement	2

Attending the 20212023 Annual Meeting Webcast

You are entitled to attend the virtual 20212023 Annual Meeting online only if you were a shareholder of record at the close of business on Friday, April 1, 2021—March 31, 2023—the Record Date—or you hold a valid proxy for the 20212023 Annual Meeting.

We encourage you to log into the website and access the 20212023 Annual Meeting webcast early. Online access to the 20212023 Annual Meeting webcast at www.virtualshareholdermeeting.com/JLL2021JLL2023 will open at approximately 8:9:45 a.m., Central Time, on May 27, 2021.25, 2023.

Shareholders of Record (shares are registered in your name)

If you were a shareholder of record of JLL common stock at the close of business on the Record Date, you are eligible to attend the meeting, vote, change a prior vote, and submit questions. To access the meeting, visit www.virtualshareholdermeeting.com/JLL2021JLL2023 and follow the prompts, which will ask you to enter your 16-digit control number. The control number is shown in a box on your proxy card or, if applicable, shown in the Notice of Internet Availability of Proxy Materials.Materials.

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

If you were a beneficial shareholder of JLL common stock as of the Record Date (i.e., you hold your shares through a broker or other intermediary), you may submit your voting instructions through your broker or other intermediary. To access the meeting, visit www.virtualshareholdermeeting.com/JLL2021JLL2023 and use your 16-digit control number. You may vote your shares at the meeting or change a prior vote and submit questions. If you are a beneficial shareholder but do not have a control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.

Asking Questions

If you are a shareholder of record or a beneficial shareholder, you may submit questions in writing during the meeting through the meeting portal at www.virtualshareholdermeeting.com/JLL2021JLL2023 using your 16-digit control number. We will attempt to answer as many questions as we can during the meeting. Similar questions on the same topic will be answered as a group. Questions related to individual shareholders will be answered separately by our shareholder relations team. Our replies to questions of general interest, including those we are unable to address during the meeting, will be published on our Investor Relations website after the meeting.

Control Number

Your 16-digit control number appears in a box on your proxy card, in our Notice of Internet Availability of Proxy Materials, or in the instructions that accompanied your proxy materials. If you do not have a 16-digit control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.

Technical Support

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the phone number displayed on the virtual meeting website on the meeting date.

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Table of contents

Contents

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About JLL

Our organizational purpose

We shape the future of real estate for a better world

Who we are

We are a world leaderleading professional services firm that specializes in real estate services, powered by an entrepreneurial spirit. We want the most ambitious clients to work with us, and the most ambitious people to work for us. It’s as simple as that.

investment management. We shape the future of real estate for a better world by using the most advanced technology to create rewarding opportunities, amazing spaces and sustainable real estate solutions for our clients, our people and our communities.

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.

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What we do

We provide servicesare driven to shape the future of real estate for a broad range of clients who represent a wide variety of industries and are based in markets throughout thebetter world.

What we We do

To address this by addressing the needs of real estate owners, occupiers and investors, we leverageleveraging our deep real estate expertise and experience to provide clients with a full range of the following services on a local, regional and global scale.

	LeasingMarketsAdvisory Enablingstrongerdecision-makingwithproprietaryintelligence We solve clients’ complex challenges by combining global market expertise with world-class research to identify superior opportunities and inform smarter decision-making.		WorkDynamics Shapingabetterworldofwork Our world-class team of workplace, facilities and portfolio experts create custom strategies to improve efficiency, optimize performance, and shape the future of work through human-centric design.		LaSalle Leadingtheworldofrealestateinvestmentmanagementforward Our trusted advisors partner with leading institutional and individual investors to embrace unseen real estate investment opportunities.
	CapitalMarkets Creatingaworldofopportunity As a full-service global provider of capital solutions, we combine the unique knowledge of our people with cutting-edge technology to unveil insights.		JLLTechnologies Pioneeringintelligentrealestate Helping organizations transform the way they acquire, manage, operate and experience space for the better through the strategic application of emerging technologies and data capture.			Capital Markets			Advisory, Consulting & Other

2022 Business highlights

Full-service brokerage between tenants and landlordsRevenue		Investment sales and acquisitions, debt placement, equity placement, and financing arrangementsFee Revenue*		Workplace strategy, digital solutions, valuation, consulting and advisoryNet Income attributable to
	Property & Facility Management			Project & Development Services			LaSallecommon shareholders
	Management and outsourcing of properties and real estate portfolios$20.9 billion			Design and management of real estate projects including fit-out services$8.3 billion			Real estate investment management

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2020 Business highlights

2020 Revenue Breakdown

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2022 Revenue Breakdown

Human capital

We maintain aOur human capital strategy that supports a diverse and inclusive workforce with equal opportunity and training and career advancement programs, strongcompetitive benefits, incentives, well-being, and health and safety.

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.

Corporate sustainability

We partner with our stakeholders to drive innovative, impactful sustainable change by embedding sustainability into everything we do. JLL’s sustainability program delivers impact on climate action for sustainable real estate, healthy spaces for all people, and inclusive places for thriving communities. JLL’s most recent Global Sustainability Report is available on the Sustainability page of our website at https://www.us.jll.com/en/about-jll/our-sustainability-leadership. In the report you can find the latest information on JLL’s sustainability efforts including our progress to achieve our ambitious net zero climate goals and progress on other related sustainability commitments. Also included is information on key reporting initiatives including our Task Force for Climate-related Financial Disclosure reporting and our Sustainability Accounting Standards Board disclosures, progress with setting our Science-Based Targets, and progress against our global sustainability goals.disclosure.

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Awards and recognition

In 2020,2022 and the beginning of 2023, we earned numerous awards and recognitions that reflect our commitment to sustainability, the quality of the services we provide to our clients, the integrity of our people, and our desirability as a place to work, including being named:

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Proxy Statement Summary

This summary highlights certain information from this Proxy Statement and does not contain all the information that you should consider. You should read the entire Proxy Statement before voting your shares. For more complete information regarding JLL’s 20202022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2020.

2022.

		When		Virtual Meeting		Record Date
		Thursday, May 27, 202125, 2023 9:10:00 a.m., Central Time		Via live audio webcast at www.virtualshareholder meeting.com/JLL2021JLL2023		Shareholders as of April 1, 2021March 31, 2023 are entitled to vote

Shareholder voting matters and recommendations

The following table summarizes the items that will be brought for a vote of our shareholders at the 20212023 Annual Meeting, along with our voting recommendations.

YOUR VOTE MATTERS: HOW TO VOTE Your Vote Matters: How to Vote
BY PHONE By phone	ONLINE BEFORE THE MEETING Online before the meeting	BY MAIL By mail	ONLINE DURING THE MEETING Online during the meeting
You can vote your shares by calling 1-800-690-6903 (toll-free in the U.S. and Canada).	Go to www.proxyvote.com and follow the instructions.	Complete, sign and date the proxy card, and return it in the enclosed postage pre-paid envelope.	Attend our annual meeting virtually by logging into the virtual annual meeting website and vote by following the instructions provided on the website.

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Our 20212023 Director nominees

Our current Board includes a diverse group of leaders in their respective fields. We believe their varied backgrounds, skills, and experience contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior executive team. Tina Ju is a first-time nominee for Director at the 2021 Annual Meeting. All the other nominees are currently serving on the Board. Each of Ming Lu and Martin Nesbitt,Board, including Moses Ojeisekhoba, who arejoined the Board after our 2022 Annual Meeting. Samuel A. Di Piazza, Jr., who is a current Directors,Director, is stepping down as a Director when his term ends at the 20212023 Annual Meeting. As a result of these changes, our Board of Directors has determined to reduce the size of the Board to 11will include 12 members, assuming all nominees are elected at the 20212023 Annual Meeting. Proxies cannot be voted for a greater number of directors than the 1112 nominees identified in this Proxy Statement.

The following table and the charts below provide summary information about each of our Director nominees. You can find more information about each Director’s background and experience beginning on page 15.16.

Name

Age

Director Since

Position

Independent

Audit

Compensation

Nominating and Governance

Age

Director Since

Position

Independent

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Hugo Bagué

60

2011

Former Group Executive, Organisational Resources, Rio Tinto plc

Yes

●

62

2011

Former Group Executive, Organisational Resources, Rio Tinto plc

Yes

●

●

Matthew Carter, Jr.

60

2018

Chief Executive Officer, Aryaka Networks, Inc.

Yes

●

●

62

2018

Chief Executive Officer, Aryaka Networks, Inc.

Yes

●

Samuel A. Di Piazza, Jr.

70

2015

Retired Global Chief Executive Officer, PricewaterhouseCoopers International Ltd.

Yes

●

●

Tina Ju

55

First-time nominee

Managing member of the general partner of KPCB China and TDF Capital

Yes

●

58

2021

Founding and managing partner of KPCB China and TDF Capital

Yes

●

●

Bridget Macaskill

72

2016

Chairman of Cambridge Associates LLC and Former Non-Executive Chairman and Chief Executive Officer, First Eagle Holdings, Inc.

Yes

●

●

74

2016

Chairman of Cambridge Associates LLC and Former Non-Executive Chairman and Chief Executive Officer, First Eagle Holdings, Inc.

Yes

●

●

Deborah H. McAneny

62

2019

Former Executive Vice President, Structured and Alternative Investments, John Hancock Financial Services, Inc.

Yes

●

●

64

2019

Former Executive Vice President, Structured and Alternative Investments, John Hancock Financial Services, Inc.

Yes

●

Siddharth (Bobby) Mehta

62

2019

Chairman of the Board, Former President and CEO, TransUnion

Yes

●

●

●

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

49

2019

Senior Vice President, Cisco Systems, Inc.

Yes

●

●

51

2019

Executive Vice President & General Manager, Cisco Systems, Inc.

Yes

●

●

Sheila A. Penrose

75

2002

Former Chairman of the Board, JLL and Retired President, Corporate and Institutional Services, Northern Trust Corporation

Yes

●

Ann Marie Petach

60

2015

Senior Advisor to the CFO of Google, Inc. and Retired Chief Financial Officer, BlackRock, Inc.

Yes

●

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

54

2016

Chief Executive Officer and President, JLL

No

56

2016

Chief Executive Officer and President, JLL

No

Chair ● Member

Chair Member

Chair Member

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Corporate governance highlights

JLL’s mission is to deliver exceptional strategic, fully-integrated services, best practices, and innovative solutions for real estate owners, occupiers, investors and developers worldwide. In order to achieve our mission, we strive to establish and maintain an enterprise that will sustain itself over the long term for the benefit of all of our stakeholders, including clients, shareholders, employees, suppliers and the communities in which we operate. Accordingly, we are committed to effective corporate governance that reflects best practices and the highest level of business ethics. That commitment, informed by feedback offered during our shareholder engagement efforts, has prompted us to adopt the corporate governance policies and practices summarized below.

Corporate governance policies and best practices

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Components of our executive compensation program

Our executive compensation program for our Global Executive Board (GEB) consists of a mix of fixed and short-pay, short-term and long-term incentive compensation. We believe our compensation program enables us to attract and retain top-quality executives who are motivated to act in the best interests of our shareholders, clients, staff and other stakeholders. Our primary focus is on long-term incentive compensation to align with shareholder interests, and our annual incentive plan is designed as a supplement to drive business objectives in the near term.

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

The above graphic reflects the 2020 temporary salary waivers by the CEO and other NEOs agreed to in response to the COVID-19 pandemic that are described below under “Executive Compensation – 2020 base salary decisions”.

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Corporate

Governance

Proposal 1 - Election of Directors

14

How we select Directors

14

Summary of Board nominee experience and skills

15

Our 20212023 Director nominees

16

Shareholder recommendations

1920

Proxy access

1920

Majority voting	1920

Corporate governance principles and Board matters

1920

Key governance documents and policies

1920

Enhanced Board Oversight Over Environmental, Social, Legislative, Regulatory and Public Policy Matters	22
Director independence	2022

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

2022

Board meetings and attendance

2023

Board committees

2123

Director orientation and continuing education

2224

Annual Board self-assessments

2225

The Board’s role in enterprise risk oversight

2325

The Board’s role in human capitalcompliance oversight

2326

The Board’s role in information and data security oversight	26
Shareholder engagement	2327

Corporate sustainability

2428

Communicating with our Board

2428

Review and approval of transactions with interested persons

2529

Prohibition on insider trading, pledging or hedging

2529

Non-employee Director compensation

25

Executive officers

29

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2023 Proxy Statement

13

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Proposal 1 - Election of Directors

Our Board is presenting 1112 nominees for election as Directors at our 20212023 Annual Meeting. Each nominee currently serves as a Director. Moses Ojeisekhoba, who was appointed as a Director except Tina Ju, whoin December 2022, is standingbeing presented as a nominee for election as a Director for the first time. Mr. Ojeisekhoba was identified and recommended by an independent third-party search firm.

Each Director elected will serve until the next annual meeting and until a successor is duly elected and qualified. Each nominee has consented to being named in this Proxy Statement and to serving as a Director, if elected.

 

How we select Directors

Identifying and evaluating Director nominees

The Nominating, Governance and GovernanceSustainability Committee employs a variety of methods to identify and evaluate nominees for Director. Candidates may come to the attention of the Nominating, Governance and GovernanceSustainability Committee through Board members, JLL executives, shareholders, professional search firms or other sources. Tina JuMr. Ojeisekhoba was identified by Egon Zehnder, a leading independent director-recruitment firm, retained by the Nominating, Governance and GovernanceSustainability Committee to identify and help evaluate Director candidates as a candidate possessingwho have extensive experience and qualifications in key strategic and priority areas identified by the Nominating and Governance Committee for the new Director search.areas. The Nominating, Governance and GovernanceSustainability Committee regularly assesses the size of the Board and determines whether any vacancies are expected due to departures.

Director qualifications

Our Board has adopted a Statement of Qualifications for Members of the Board of Directors to outline the characteristics we seek in Board nominees. Briefly, weWe believe JLL Directors should have demonstrated notable or significant achievements in business, education or public service; they should possess the acumen, education and experience to make a significant contribution to the Board; and they should bring a range of skills, diverse perspectives and backgrounds to the Board’s deliberations. Our Board believes that having directors of diverse backgrounds helps the Board better oversee our management and operations and assess risk and opportunities from a variety of perspectives.

Importantly, members of the Board must have the highest ethical standards, a strong sense of professionalism, and a dedication to serving the interests of all JLL shareholders. The Statement of Qualifications groups these desirable characteristics in three categories, as shown below.

In 2022, the Board amended the Statement of Qualifications to specifically include experience relating to environmental, social, legislative, regulatory and public policy matters and their impact on corporate governance.

 

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.

 

To supplement the Statement of Qualifications, our Nominating, Governance and GovernanceSustainability Committee maintains an internal list of the more specific experiences and attributes that we want to have reflected on the Board. While we do not expect each Director to have all the desired experiences and attributes, we do seek to have them all represented on the Board as deeply as possible. When we are searching for a new Director, we strive to fill any relative gaps in the overall composition of the Board.

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Summary of characteristics

The following charts reflect various characteristics of our 20212023 Director nominees. Our Directors’ ages, tenure and diversity of background are well-distributed to create a balanced Board populated by individuals with years of experience working with JLL and our industry and individuals who bring fresh perspectives. All of our non-employee Directors are independent.

 

 

Summary of Board nominee experience and skills

In addition to the minimum qualifications that our Board believes are necessary for all Directors, the following chart highlights certain skills and experience that are relevant to our long-term strategy, and therefore relevant when considering candidates for election to our Board. A mark for an attribute indicates that the nominee gained the attribute through a current or prior position other than his or her service on the JLL Board. Our Board did not assign specific weights to any of these attributes or otherwise formally rate the level of a nominee’s attribute relative to the rating for any other potential nominee. The absence of a mark for an attribute does not necessarily mean that the nominee does not possess that attribute; it means only that when the Board considered that nominee in the overall context of the composition of our Board of Directors, that attribute was not a key factor in the determination to nominate that individual. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographies that follow the chart.

Senior Leadership/CEO Experience

Finance/Accounting Experience

Risk Management Experience

Technology/Cybersecurity/Innovation Experience

Real Estate Industry Experience

Global Business Experience

Human Capital Management Experience

Public Company Board Experience

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Our 20212023 Director nominees

A biography of each Director nominee, current as of April 1, 2021,March 31, 2023, appears below. Tina JuMoses Ojeisekhoba, who was appointed as a Director in December 2022, is a first-time nominee as Director at the 20212023 Annual Meeting. Each of Ming Lu and Martin Nesbitt,Samuel A. Di Piazza, Jr., who areis a current Directors,Director, is stepping down as a Director when his term ends at the 20212023 Annual Meeting.

		Hugo Bagué
Age: 6062 Director since 2011
Committees: Compensation (Chair) Nominating, Governance and Sustainability
Nominating and Governance

 

Professional, Leadership and Service Experience

Mr. Bagué is currently the Executive Director of Milvusmilvus Consulting GmbH, a consultancy company that he owns and runs.runs, and has been on the Advisory Board of Hitachi Zosen Inova, a global cleantech company operating in energy from waste (EfW) and renewable gas, since December 2022. From 2007 until 2017, Mr. Bagué was Organisational Resources Group Executive for Rio Tinto plc, a leading international mining and metals group.

Skills and Attributes

Mr. Bagué brings significant experience with employee relations, communications, safety, information technology and compensation issues, as well as perspectives on public relations, procurement, information systems and corporate sustainability. His work for other multi-national companies provides insights into operating within different cultures, business environments and legal systems, including both Continental Europe and emerging markets, and also within the technology and healthcare industries, both of which are important to JLL’s future growth strategy.

		Matthew Carter, Jr.
Age: 6062 Director since November 2018
Committees: AuditCompensation Nominating, Governance and Sustainability (Chair)    ★
Nominating and Governance

 

Professional, Leadership and Service Experience

Mr. Carter is the Chief Executive Officer of Aryaka Networks, Inc., a leading provider of cloud and on-premises network applications. From 2015 to 2017, he served as President and Chief Executive Officer of Inteliquent, Inc., which provides wholesale voice services for carriers and service providers. Prior to that role, Mr. Carter held various positions at Sprint Corporation from 2006 to 2015, including President of Enterprise Solutions, Sprint’s $14 billion global communications technology business unit. He previously served as a director of Apollo Education Group, Inc., a provider of higher education programs.

Skills and Attributes

Mr. Carter brings significant corporate leadership, brand management and technology experience, drawing from his executive roles at several large companies. His service on other boards enhances our capabilities in the areas of management oversight, corporate governance and board dynamics.

Other Public Company Boards

Current: NRG Energy, Inc., an integrated power company (since 2018). Prior within last five years: USG Corporation, a manufacturer of construction materials (2012-2018), Inteliquent, Inc., provider of voice telecommunications services (2015-2017).

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Chair

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		Samuel A. Di Piazza, Jr.Tina Ju
Age: 7058 Director since 20152021 Committees: Audit and Risk Nominating, Governance and Sustainability
Committees: Compensation
Nominating and Governance

 

Professional, Leadership and Service Experience

Mr. Di Piazza retired as Global Chief Executive Officer of PricewaterhouseCoopers International Ltd. (PwC) in 2009, after eight years of leading the largest professional services firm in the world. During his 36-year career at PwC, he led the company as Chairman and Senior Partner, the Americas Tax Practice, and was a member of the Global Leadership Team. After retiring from PwC, Mr. Di Piazza joined Citigroup, Inc., where he served as Vice Chairman of the Global Corporate and Investment Bank from 2011 until 2014. Since 2010, Mr. Di Piazza has served as the Chairman of the Board of Trustees of The Mayo Clinic. He is also a former Trustee of the World Economic Forum.

Skills and Attributes

Mr. Di Piazza brings to the Board valuable insights and perspective regarding the management of a multi-cultural, complex organization providing services to diverse client types across the globe. Mr. Di Piazza also brings significant accounting experience, including managing a tax practice and as part of standards-setting organizations. His service on the boards of other highly sophisticated organizations provides additional governance perspectives and experience with critical business issues, including cybersecurity.

Other Public Company Boards

Current: AT&T (since 2015), ProAssurance, Inc., a property and casualty insurance company (since 2014), Regions Financial Corporation, a bank and financial services company (since 2016).

Audit  Compensation  Nominating and Governance   Chair

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	Tina Ju
	Age: 55 First-time Director nominee

Professional, Leadership and Service Experience

Ms. Ju is a founding and managing partner of KPCB China and TDF Capital, and currently a managing member of the general partner of both funds.Capital. She has more than 2530+ years of experience in venture capital, investment banking and operations. Ms. Ju began her venture capital career in 1999.1999 and has led several noteworthy investments, including Alibaba, Baidu and Focus Media. She co-founded VTDF China in 2000 and KPCB China in 2007. Earlier in her career, Ms. Ju spent 10 years in investment banking including Deutsche Bank as the head of TMT and Transport Asia, Merrill Lynch as head of Asia Technology and Corporate Finance Team, and Goldman Sachs. Ms. Ju currently serves as a director on the board of various private companies. She is a member of the Global Leadership Council for Oxford Saïd Business School. Ms. Ju received a bachelor’s degree in industrial engineering and operations research from UC Berkeley and an MBA from Harvard Business School.

Skills and Attributes

In addition to theMs. Ju brings her extensive experience in venture capital, investment banking and operationsoperations. Ms. Ju brings to JLL, herJu’s abilities to identify, engage and support some of China'sChina’s most accomplished entrepreneurs and successful enterprises will beare invaluable as we continue our focus on the future growth potential in Asia, and particularly China.

Other Public Company Boards

Current: Yiren Digital Ltd., a leading fintech companypersonal financial services platform in China, providing consumers with both credit and wealth management solutionsservices (since 2015).

		Bridget Macaskill
Age: 7274 Director since 2016
Committees: Audit and Risk Nominating, Governance and Sustainability
Nominating and Governance

 

Professional, Leadership and Service Experience

Ms. Macaskill currently serves as Chairman of Cambridge Associates LLC, a global investment firm. Until July 2019, she was the Non-Executive Chairman and, prior to that, the President and Chief Executive Officer, of First Eagle Holdings, Inc., a global investment firm, which she joined in 2009. Prior to joining First Eagle, Ms. Macaskill served as Chief Operating Officer, President, Chief Executive Officer and Chairman of Oppenheimer Funds, Inc., where she is recognized for creating the Oppenheimer Funds’ Women & Investing program, dedicated to educating American women about the need to take charge of their personal finances.

Ms. Macaskill has served on a number of public company and not-for-profit boards. She is currentlyserved on the board of Close Brothers plc, a merchant banking firm, until November 2022, and served on the board of Jupiter Fund Management plc until May 2020.

Skills and Attributes

Ms. Macaskill brings her experience in investment management, finance, accounting, shareholder relations, leadership, enterprise risk management, compliance, and operations within a highly regulated industry. Ms. Macaskill also brings experience in corporate social responsibility and diversity. Additionally, Ms. Macaskill brings perspectives on the EnglishBritish government and economy that will be useful as that country manages its exit from the European Union.economy.

		Deborah H. McAneny
Age: 6264 Director since 2019
Committees: Compensation (Chair) Nominating, Governance and Sustainability   ★
Nominating and Governance

 

Professional, Leadership and Service Experience

Ms. McAneny served in various roles at John Hancock Financial Services for over 20 years, including most recently as Executive Vice President for Structured and Alternative Investments. Following that, she was the Chief Operating Officer of Benchmark Assisted Living, LLC from 2006 to 2009. Ms. McAneny served on the board of directors of HFF, Inc., a leading capital markets advisor, from 2007 until July 2019 when the company was acquired by JLL. She is also on the board of the University of Vermont Foundation and formerly served as trustee and chair of the board of the University of Vermont.

Skills and Attributes

Ms. McAneny brings her extensive board experience, senior management expertise and significant familiarity with our business and industry, as well as particular knowledge of the newly acquired HFFCapital Markets business.

Other Public Company Boards

Current: KKR Real Estate Finance Trust, a real estate finance company (since 2017), and RREEF Property Trust, Inc., a non-traded REIT (since 2012),. Prior within last five years: HFF, Inc. (2007–2019) and First Eagle Alternative Capital BDC, Inc. (f/k/a THL Credit Inc.), a business development company (since 2015). Prior within last five years: HFF, Inc. (2007- 2019) (2015-2023).

		Siddharth (Bobby) Mehta
Age: 6264 Director since 2019 Chairman of the Board since July 2020
Committees: Audit and Risk
Nominating, Governance and GovernanceSustainability
Compensation

 

Professional, Leadership and Service Experience

Mr. Mehta was the former President and Chief Executive Officer of TransUnion, a global provider of credit information and risk management solutions, from 2007 to 2012. From 1998 to 2007, Mr. Mehta held a variety of positions with HSBC Finance Corporation and HSBC North America Holdings, including Chief Executive Officer of HSBC North America Holdings and Chief Executive Officer of HSBC Finance Corporation. Prior to that, he was Senior Vice-President at The Boston Consulting Group and led their North American Financial Services Practice. Mr. Mehta also serves on several not-for-profit boards, including the Field Museum and the Chicago Public Education Fund.

Skills and Attributes

Mr. Mehta brings chief executive and senior management expertise in the financial services industry, including in banking and the credit markets. He enhances our marketing, brand management, technology-relatedtechnology and strategic experience.

Other Public Company Boards

Current: The Allstate Corporation (since 2014), Northern Trust Corporation (since 2019), TransUnion (since 2013). Prior within last five years: TransUnion (2013-2021), Piramal Enterprises Ltd., a global business conglomerate (2013-2020).

 

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Chair

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Moses Ojeisekhoba Age: 56 Director since 2022 Committees: Compensation Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

Mr. Ojeisekhoba has more than 20 years of senior leadership experience in the financial services industry. Since July 2016, he has served as the Chief Executive Officer Reinsurance for Swiss Re, where he is responsible for the company’s Reinsurance Business Unit, covering both property and casualty as well as life and health. He oversees the company’s reinsurance strategy and operations in more than 20 countries, providing his knowledge and expertise to clients throughout the world. Beginning in April 2023, Mr. Ojeisekhoba will shift his responsibilities to assume leadership of Swiss Re’s newly formed Global Clients and Solutions Business Unit, which contains the client management teams servicing Swiss Re's global reinsurance clients, Public Sector Solutions, iptiQ and Reinsurance Solutions.

Mr. Ojeisekhoba serves as a member of Swiss Re’s Group Executive Committee. He is a frequent speaker on the topics of leadership, risk knowledge, cybersecurity, geopolitical trends and diversity. Mr. Ojeisekhoba holds a Bachelor of Science degree in Statistics from the University of Ibadan, Nigeria and a master’s degree in Management from London Business School.

Skills and Attributes

Mr. Ojeisekhoba brings chief executive and senior management expertise in the financial services industry with a particular focus on client management, risk management and commercializing risk knowledge. His global client experience and perspective enhances our understanding of operational challenges in key markets throughout the world.

		Jeetendra (Jeetu) I. Patel
Age: 4951 Director since 2019
Committees: Audit and Risk Nominating, Governance and GovernanceSustainability

 

Professional, Leadership and Service Experience

Mr. Patel is SeniorExecutive Vice President & General Manager, Security and Collaboration, of Cisco Systems, Inc., where he joined in June 2020. From 2017 to 2020, he was the Chief Product Officer and Chief Strategy Officer at Box, Inc., a leading enterprise cloud content management platform. From 2015 to 2017, Mr. Patel was the Chief Strategy Officer and SVP of Platform at Box, Inc., where he led the creation of the Box Platform business unit, overseeing product strategy, marketing and developer relations. Before joining Box, Inc., from 2010 to 2015, Mr. Patel was General Manager and Chief Executive of the Syncplicity business unit of EMC Corporation, a developer and seller of data storage and data management hardware and software.

Skills and Attributes

Mr. Patel brings chief executive and senior management expertise, together with product and engineering management skills, marketing, brand management, strategic and strong technology-relatedtechnology experience. Moreover, he brings decades of expertise accelerating fast-growing, established and start up business models in highly competitive markets.

Other Public Company Boards

Current: Equinix, a digital infrastructure company (since 2022).

	Sheila A. Penrose
Ann Marie Petach Age: 7562 Director since 20022015 Committees: Audit and Risk (Chair) Nominating, Governance and Sustainability   ★
Chairman of the Board 2005 - 2020
Committees: Nominating and Governance (Chair) Compensation

 

Professional, Leadership and Service Experience

Ms. Penrose served as an Executive Advisor to The Boston Consulting Group from 2001 until her retirement in December 2007. She was President, Corporate and Institutional Services, of Northern Trust Corporation, a financial services firm, from 1994 until 2000. Ms. Penrose served as the Chairman of the Board of JLL from 2005 to May 2020.

Skills and Attributes

Ms. Penrose provides a depth of experience in client relationship management, all aspects of corporate finance and banking relationships, enterprise risk management, executive compensation, and international business transactions. Her experience with a management consulting firm enhances our Board’s oversight of strategic development activities, evaluation of M&A opportunities and succession planning. Her other public company board experience enhances her contributions to our Board’s consideration of governance issues and the functioning of our Nominating and Governance Committee. Ms. Penrose’s role as our former Chairman also gives her additional knowledge about JLL’s services and staff that is useful to our Board’s deliberations.

Other Public Company Boards

Current: McDonald’s Corporation (since 2006).

	Ann Marie Petach
	Age: 60 Director since 2015
	Committees: Audit (Chair) Nominating and Governance

Professional, Leadership and Service Experience

Since October 2018,2015, Ms. Petach has been in a full-time position as Senior Advisor to the CFO at Google, Inc., where she had been working in an advisory capacity as a fixed-term employee since 2015. From 2007 until 2014, Ms. Petach was a senior leader at BlackRock, Inc., the world’s largest investment management firm, most recently as co-head of U.S. Client Solutions and prior to that as Chief Financial Officer. She has served on a number of boards for BlackRock-related entities and continues to serve as a director of BlackRock Institutional Trust Company.

Skills and Attributes

Ms. Petach brings strategic and operational perspectives, including with respect to client relationships, compliance and risk management, and the deployment of capital. She also brings financial acumen within the international arena, including with respect to currency exchange matters and relationships with banks and investment banks. She also brings strategic and operational perspectives, including with respect to client relationships, compliance, and the deployment of capital. Moreover, she has experience with corporate disclosure and investor relations that inform our Board’s oversight of the securities regulatory aspects of a public company and engagement with shareholders.

Larry Quinlan Age: 60 Director Since 2022 Committees: Audit and Risk Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

Mr. Quinlan was the former Global Chief Information Officer of Deloitte, LLP, a professional services firm, where he was responsible for all facets of Deloitte’s technology strategy and operations and oversaw more than 10,000 IT professionals in 175 countries. Mr. Quinlan spent 33 years at Deloitte (1988-2021), where he led Deloitte’s global implementations of ERP & CRM systems, including some of the world’s largest SAP and Salesforce platforms leveraging data analytics, cloud hosting, and collaboration technologies from AWS, Microsoft, Google, Oracle, and ServiceNow. In addition to his CIO role (2010-2021), Mr. Quinlan drove significant revenue leading Deloitte services to Fortune 500 global clients in the hospitality and technology sectors and advised company boards and CEOs on a wide range of IT, cybersecurity, and digital strategic priorities. Mr. Quinlan serves on the non-profit boards of KIPP Charter Schools Miami, and Easterseals South Florida. He also is passionate about improving opportunities in underserved communities. Together with other CIOs, Mr. Quinlan founded The TechPACT, an organization committed to bridging the digital divide.

Skills and Attributes

Mr. Quinlan brings deep expertise across every facet of the digital and technology transformation journey. Mr. Quinlan’s extensive leadership experience in digital and technology strategy and operations, and cybersecurity, will be invaluable as we continue to grow our technology focused JLL Technologies business and support our clients’ technological business needs.

Other Public Company Boards

Current: Current: ServiceNow (NYSE:NOW), a leading cloud digital workflow company (since 2021), and Booking Holdings (NASDAQ:BKNG), a leading provider of online travel and related services (since 2022).

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Chair

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Efrain Rivera Age: 66 Director since 2021 Committees: Audit and Risk Nominating, Governance and Sustainability

Professional, Leadership and Service Experience

Mr. Rivera is currently Senior Vice President and Chief Financial Officer of Paychex, Inc., a leading provider of integrated human capital management solutions. Previously, Mr. Rivera worked for Bausch & Lomb, a global eye health company, where he held senior management positions, including Chief Financial Officer. Mr. Rivera has also served in higher education administration and in the Civil Division of the U.S. Department of Justice. Mr. Rivera is a Certified Management Accountant (CMA) and Certified in Financial Management (CFM).

Skills and Attributes

Mr. Rivera brings significant global experience in finance and operations, drawing from his executive roles at large multinational companies. His prior finance and management experience enhances our Board’s oversight of strategic development activities, evaluation of M&A opportunities and succession planning.

		Christian Ulbrich
Age: 5456 Director since 2016 Committees: None

 

Professional, Leadership and Service Experience

Mr. Ulbrich has been the Chief Executive Officer (CEO) and President of JLL since October 2016. He is also the Chairman of our GEB. From June 2016 through September 2016, Mr. Ulbrich was President of JLL, having previously served as the Chief Executive Officer for our Europe, Middle East and Africa (EMEA) business segment since 2009. Mr. Ulbrich has been a member of the Supervisory Board of Vonovia SE, Europe’s largest residential real estate company, since 2014.

Skills and Attributes

Our Board benefits from Mr. Ulbrich’s 1518 years of experience at JLL, seven of which were as the CEO of our EMEA business, and as a member of our GEB—particularly with respect to strategy, operations, the nature of our business and geographies, and our client relationships, as well as his experience managing an integrated business in a multi-cultural environment. His previous chief executive and other management roles with financial institutions provide important perspectives on organizational leadership and on client needs and perspectives. Mr. Ulbrich’s current service on the board of a major German public company, Vonovia SE, contributes comparative insights on corporate governance and organization.

 

The Board recommends a vote FOR the election of each of these nominees as Directors.

Audit and Risk

Compensation

Nominating, Governance and Sustainability

Chair

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Shareholder recommendations

Any shareholder recommendations for individuals to be considered as potential nominees must be in writing and should include the candidate’s name, age, business address, principal occupation and qualifications for Board membership, as well as evidence the proposed nominee consents to serve as a Director if elected. All candidates recommended by shareholders will be considered in the same manner as any other candidate. For more information, see “What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors?” on page 83.85.

Proxy access

Our “Proxy Access for Director Nominations” bylaw permits a shareholder, or a group of up to 20 shareholders, owning at least 3% of JLL’s outstanding common stock continuously for at least three years, to nominate and include in our proxy materials one or more Director nominees, constituting up to two individuals or 20% of the Board (whichever is greater). Shareholders who wish to nominate a candidate to be included in our proxy materials should review all the requirements prescribed by Article III, Section 15 of JLL’s Bylaws, which are available on the Investor Relations page of our website at www.ir.jll.com.www.ir.jll.com. For more information, see “What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as Directors?” on page 83.85.

Majority voting

In an uncontested election (where the number of board seats equals the number up for election), each Director is elected by a majority of the votes cast with respect to the Director at any meeting at which a quorum is present. A majority of the votes cast means that the number of shares voted “for” a Director must exceed the number of votes cast “against” that Director (with abstentions and broker non-votes not counted as votes cast). In the event of a contested election, Directors will be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors.

In the event an incumbent Director fails to receive a majority of the votes cast in an uncontested election, such Director must promptly tender a resignation to the Board. The Nominating, Governance and GovernanceSustainability Committee (or another committee designated by the Board) must make a recommendation to the Board whether to accept or reject such resignation, or whether other action should be taken. The Board must act on the resignation, taking into account the Nominating, Governance and GovernanceSustainability Committee’s recommendation, and publicly disclose its decision (and, if such resignation is rejected, the rationale behind the decision) within 90 days following certification of the election results. The Nominating, Governance and GovernanceSustainability Committee in making its recommendations, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The Director who tenders a resignation will not participate in these deliberations. If such incumbent Director’s resignation is not accepted by the Board, the Director will continue to serve until the next annual meeting and until a successor is duly elected, or his or her earlier resignation or removal.

If an incumbent Director’s resignation is accepted by the Board, or if a non-incumbent nominee for Director is not elected, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board.

Corporate governance principles and Board matters

Key governance documents and policies

We maintain a corporate governance section on the Investor Relations page of our website at www.ir.jll.com, where you can find:

●•

our Articles of Incorporation and our Bylaws;

●•

our Corporate Governance Guidelines;

●•

charters for each of our Audit and Risk, Nominating, Governance and Governance,Sustainability, and Compensation Committees;

●•

the Statement of Qualifications for Members of the Board of Directors;

●•

the complaint procedure for auditing and accounting matters; and

●•

our Code of Business Ethics.

We will make any of this information available in print to any shareholder who requests it by writing to our Corporate Secretary at Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601.

The Board regularly reviews corporate governance developments and modifies our Bylaws, Corporate Governance Guidelines and committee charters accordingly. Our Code of Business Ethics applies to all employees, including all our executive officers and Directors.

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Corporate Governance and Leadership Framework

The Board

The Board, which is elected by the Company’s shareholders, has the ultimate responsibility for management of the Company’s business and for decisions that it has reserved for itself or that applicable law requires it to make. The Board elects each of the Chairman of the Board and the CEO and certain other members of the senior management team, which is charged with conducting the Company’s business under the oversight of the Board to enhance the long-term value of the Company to the shareholders. The Board acts as an advisor and counselor to the CEO and the Company’s senior management and ultimately monitors the Company’s performance. The best commonly-held practices and the realities of business dictate that governance over many of the complex decisions required to operate the Company shall be made by, or upon consultation and deliberation with, those separate Committees of the Board, executive and management committees, or individual executives best equipped to make them because of their relative expertise and business focus. The Board ultimately may override the CEO and management on any matter, including but not limited to matters relating to the Company’s management of enterprise risks.

Corporate Authority Policy

The executive officers of the Company (see page 33), effect their decision-making process and execute their business decisions in ways that reflect a high level of communication, coordination, transparency and deliberation among those whose experience, knowledge, judgment, and executive abilities are most likely to contribute to the best possible outcomes. To that end, the Company has enacted a Delegation and Exercise of Corporate Authority Policy (CorporateAuthorityPolicy), issued by the Board, that establishes the respective levels of corporate authority required, and the informational and deliberative process generally to be followed, for any officer or employee of the Company to commit resources or incur liabilities on behalf of the Company.

The Chief Executive Officer

As set forth in our Bylaws, the Company’s CEO reports to the Board and is responsible for the overall strategies of the business. The CEO coordinates and manages the efforts of the Company’s senior executives to develop and achieve the Company’s current and long-term objectives and vision. The CEO is responsible for the Company’s operating policies and procedures and serves as the Company’s senior management representative to its clients, the financial community and the general public. In order to exercise his or her corporate authority with respect to significant matters having implications beyond one business segment or for the Company as a whole, the Corporate Authority Policy contemplates that the Company’s CEO shall be assisted by the GEB.

Succession Planning

The Board also is responsible for the succession plan for the Company’s CEO. To assist the Board, the CEO annually presents to the Board on succession planning for all senior officers of the Company with an assessment of senior managers and their potential to succeed the CEO and other senior management positions. The CEO also prepares, on a continuing basis, a short-term succession plan which delineates a temporary delegation of authority to certain officers of the Company if all or certain of the senior officers should unexpectedly become unable to perform their duties. The short-term succession plan will be in effect until the Board has the opportunity to consider the situation and take action, when necessary.

The Global Executive Board

The principal responsibilities of the GEB, are to determine, and direct the execution of, the Company’s overall business strategy, under the oversight and direction of the CEO and the Board. The GEB is responsible for assisting the CEO in:

•

Determining the overall business strategy and annual business plans and budget of the Company;

•

Monitoring, evaluating and evolving the Company’s strategy, plans and budget on a continuous and flexible basis over time as business, economic, geo-political and other relevant opportunities and factors dictate;

•

Directing the execution of the overall business strategy and plan in the most efficient, coordinated and effective manner possible;

•

Deciding upon and giving the approvals with respect to particular matters as contemplated by the Corporate Authority Policy; and

•

Serving as a readily identifiable and accessible forum within which the leaders of the Company’s respective business may:

–

Debate and establish the Company’s business strategies and execution tactics having multi-jurisdictional or global implications;

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Raise strategic or execution issues having Company-wide implications;

–

Share best practices and lessons learned that have potentially multi-jurisdictional, multi-business segment or global implications;

–

Inquire about resources and business practices that may be transferable from one part of the Company to another; and

–

Generally serve as a valuable resource for each other in the conduct of the Company’s business.

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

The Nominating, Governance, and Sustainability Committee has responsibility to assist the Board in overseeing the Company’s policies, programs and related risks to the Company that concern certain environmental, social, legislative, regulatory and public policy matters (ESG). The Nominating, Governance and Sustainability Committee is also assigned the following responsibilities:

•

Review and discuss and bring to the attention of the Board current and emerging ESG and sustainability policy trends that could impact JLL’s business operations, performance, and reputation;

•

Review and discuss JLL’s implementation of procedures for identifying, assessing, monitoring and managing ESG and sustainability risks related to JLL’s business;

•

Review and discuss JLL’s integration of ESG and sustainability policies, practices and goals into its business strategy and decision-making;

•

Review JLL’s sustainability program and goals and JLL’s progress toward achieving those goals; and

•

Review in advance and discuss JLL’s voluntary ESG and sustainability reporting.

Director independence

Our Corporate Governance Guidelines provide that a majority of our Directors must be independent. For a Director to be considered independent, the Board must determine that the Director does not have any direct or indirect material relationship with JLL and meets all additionalthe criteria for independence established by the New York Stock Exchange (NYSE). The Board has determined that all of our Directors are independent except Mr. Ulbrich, our Chief Executive Officer.CEO. All the members of the Board’s three standing committees are independent.independent within the meaning of applicable SEC regulations and NYSE listing standard.

In connection with the independence determinations for each of our non-employee Directors, the Board considered transactions and relationships between each Director, or any member of his or her immediate family, and JLL and its subsidiaries and affiliates. The Board also considered whether there were any transactions or relationships between JLL and a Director, or any member of his or her immediate family (or any entity in which a Director or any immediate family member is an executive officer, general partner, or significant equity holder). Ultimately, the Board concluded that the transactions considered were routine and normal, and that no Director derived a material benefit from the transactions. None of these transactions was considered a material relationship that impacted a Director’s independence. In particular, in determining that Ms. Petach is independent, the Board considered her service as director of certain companies affiliated with BlackRock, Inc., which companies collectively constitute a significant shareholder of JLL. The Board determined that these relationships do not compromise Ms. Petach’s independence. Further, we have implemented procedures, to which BlackRock has agreed, to avoid conflicts of interest with respect to information regarding JLL.

 

Board leadership structure

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

Our leadership structure separates our Chief Executive OfficerCEO and Chairman of the Board positions. Barring exceptional circumstances, such as the CEO unexpectedly becomes unable to perform his or her duties, we do not intend for the CEO and Chairman of the Board positions to be held by the same individual. We believe this approach is useful and appropriate for a complex and global organization such as ours, as it provides independent Board leadership and engagement while allowing our Chief Executive OfficerCEO to focus on his primary responsibility for managing JLL’s day-to-day operations. The Board is responsible for succession planning for the Chairman of the Board position including a short-term succession plan in the event that the Chairman of the Board should unexpectedly become unable to perform his duties.

Mr. Mehta, a non-employee Director, was elected as Chairman of the Board on June 1, 2020, succeeding Ms. Penrose, whohas served in the Chairman role since 2005.July 2020.

The duties of the Chairman of the Board include the following:

●•

Chair Board meetings and encourage constructive engagement and open communications;

●•

Preside over regularly-scheduled executive sessions of our non-employee Directors;Directors including an executive session during which the CEO’s performance is formally evaluated on an annual basis;

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Coordinate the activities of, and facilitate communications among, our non-employee Directors;

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Chair our annual shareholders’ meetings;

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Establish each Board meeting agenda, consulting with the Chief Executive OfficerCEO and the Global Chief Legal Officer, and ensure that the agenda and materials are complete and timely and address the key priorities;

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Represent JLL with clients and shareholders as required;

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Act as a mentor and confidant to the Chief Executive OfficerCEO in support of his successful performance, attend internal company meetings as required, and encourage direct communications between the Chief Executive OfficerCEO and individual members of the Board;

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Together with the Nominating, Governance and Sustainability Committee, regularly review and provide input on the design of the Board and the Board Committees as part of the annual Board and Committee evaluation process; and

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Maintain regular and open dialogue with Board members between meetings.

The Board has determined that each person who serves as Chairman of the Board, if that person is independent, will automatically also serve as a member of each of the Board’s committees.

 

Board meetings and attendance

The full Board held 8seven meetings during 2020.2022. Each Director attended, in aggregate, at least 75%88% of all meetings of the Board and of any committee on which such Director served during the periods in which such Director served. Our non-employee Directors frequently meet in executive session without management participation, either before or after every Board meeting.meetings. The Chairman of the Board presides over these executive sessions.

During 2020, members of In 2022, the Board received frequent additional communicationsmet in between meetings from management,executive session on four occasions, with the Audit and met informally, on various topics relating toRisk Committee and the COVID-19 pandemicCompensation Committee meeting in executive session six and our response including human capital management, global operations, business continuity and our risk management.seven times, respectively.

We strongly encourage all Board members to attend the annual meeting of shareholders each year. All of our Directors on the Board at the time were present at our 20202022 Annual Meeting of Shareholders. Due to the COVID-19 pandemic, allfive of the seven meetings in 2020, including the 2020 Annual Meeting of Shareholders,2022 were held by videoconference.

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Boardcommittees

The Board has established the Audit and Risk, Nominating, Governance and Governance,Sustainability, and Compensation Committees to assist it in discharging its responsibilities. The members and number of meetings for each of these committees in 20202022 and their primary responsibilities are listed below. In May 2022, the Audit Committee of the Board amended its Charter to better reflect its monitoring and oversight of enterprise risk management and our cybersecurity and information technology readiness, which included changing the Committee name to Audit and Risk. A complete list of the responsibilities of each committee can be found in the committee charters, which are available in the corporate governance section on the Investor Relations page of our website at www.ir.jll.com.www.ir.jll.com.

All members of the Audit and Risk, Nominating, Governance and Governance,Sustainability, and Compensation Committees are non-employee Directors who are independent under NYSE listing standards, JLL’s Corporate Governance Guidelines, and applicable rules under the Securities Exchange Act of 1934 Act (the 1934Act).

 

Audit and Risk Committee  

	Members*	The Audit and Risk Committee acts on behalf of the Board to monitor
	Ann Marie Petach (Chair) Matthew Carter, Jr.Tina Ju Bridget Macaskill Siddharth (Bobby) Mehta Martin H. Nesbitt Jeetendra (Jeetu) I. Patel Larry Quinlan NumberofMeetingsin2020:8Efrain Rivera   Number of Meetings in 2022: 8 96% attendance by all members *SheilaA.PenroseLarry Quinlan wasamemberoftheAudit and Risk CommitteeuntilJune2020 beginning in May 2022	●• the integrity of JLL’s financial statements, ●• the qualification, independence and performance of JLL’s independent registered public accounting firm, ●• the performance of our internal audit function,function; • JLL’s enterprise risk management framework; and ●• our compliance with certain legalJLL’s cybersecurity and regulatory requirements.information technology readiness.   See also the “Audit and Risk Committee Report” on page 77.79.   Our Board has determined that each member of our Audit and Risk Committee is “financially literate” as required by the NYSE. Our Board has also determined that Ms. Petach is an “audit committee financial expert” as defined by SEC rule.

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Compensation Committee 

	MembersMembers*	The Compensation Committee acts on behalf of the Board to
Deborah H. McAneny��(Chair)	Hugo Bagué (Chair) Matthew Carter, Jr. Samuel A. Di Piazza, Jr. Ming Lu Deborah H. McAneny Siddharth (Bobby) Mehta Sheila A. PenroseMoses Ojeisekhoba   NumberofMeetingsin2020:8 2022: 5 97% 100% attendance by all members *Hugo Bagué was Chair of the Compensation Committee through December 2022; Moses Ojeisekhoba was a member of the Compensation Committee beginning in December 2022	●• formulate, evaluate and approve the compensation of JLL’s GEB, ●• oversee all compensation programs involving the use of JLL common stock,stock; and ●• approve performance goals for our GEB incentive compensation programs and review the extent to which those performance goals have been achieved at the end of each performance period.   See also the “Compensation Committee Report” on page 48.50.   The Board has determined that all Compensation Committee members are independent within the meaning of NYSE rules, including the heightened independence criteria for Compensation Committee members. All are “non-employee” directors under SEC rules and outsideroutside directors under the Internal Revenue Code.   Compensation Committee interlocks and insider participation   There are no Compensation Committee interlocks, and there is no insider participation on the Compensation Committee. Certain executive leaders attend meetings of the Compensation Committee in order to present information and answer questions.

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Nominating, Governance and GovernanceSustainability Committee 

	Members	The Nominating, Governance and GovernanceSustainability Committee acts on behalf of the Board to
	As a policy matter, all of our non-employee Directors are automatically members of this committee. Ms. PenroseMr. Carter serves as Chair.   Number of Meetings in 2020: 32022: 4 100% attendance by all members	●• identify and recommend qualified candidates to be Director nominees and to fill vacancies on the Board occurring between annual meetings, ●• recommend Directors to serve on each Board committee, ● review, recommend, and establish Director compensation programs, ●• develop and recommend the Corporate Governance Guidelines, ●• oversee JLL’s policies and programs and related risks to JLL that concern certain environmental, social, legislative, regulatory and public policy matters; and • lead the annual review of the Board’s performance; and ● oversee the succession plan for the CEO and other members of the GEB.performance.

The term of each of Ming Lu and Martin Nesbitt as directorSamuel A. Di Piazza, Jr. is expiring at the 20212023 Annual Meeting, and neitherhe is not standing for reelection. Accordingly, each of Mr. Lu and Mr. NesbittDi Piazza will cease to serve on the abovementionedabove-mentioned committees upon the expiration of his term at the 20212023 Annual Meeting. Tina Ju, if elected as a Director at the 2021 Annual Meeting, will join the Nominating and Governance Committee. For the balance of 2021, Ms. Ju will attend meetings of both the Audit Committee and the Compensation Committee, with the intention to determine her committee assignments going forward based on the Board’s evaluation of its needs and Ms. Ju’s skills, experiences and interests.

Director orientation and continuing education

We provide new Directors with an initial orientation about JLL, including our business operations, strategy, codeCode of ethicsEthics and policies, including those with regard to sustainability, integrated reporting, tax, audit, financial reporting, talent, reward and governance.

All of our Directors have access to resources and ongoing educational opportunities to help them stay current about developments in corporate governance and critical issues relating to the operation of public company boards and their committees.

We actively participate in various professional organizations that provide training opportunities and information about best practices in corporate governance and business ethics.

Our Directors also visit company offices in different cities as part of regularly scheduled Board meetings. These visits typically include sessions with management, staff and clients. In 2022, our Board held in-person meetings at our offices in New York and Chicago.

 

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Annual Board self-assessments

Our Board annually conducts a process, including a self-assessment, to determine whether it and its committees are functioning effectively and how they might enhance their effectiveness. Our Board evaluation process alternates each year.

1.	InformationGathered • (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.
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2.	22CompilationandInitialReviewofInformation • (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.	CommitteeandFullBoardSessions • 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.

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The Board’s role in enterprise risk oversight

Successful management of our enterprise risks is critical to JLL’s long-term sustainability. Management is responsible for identifying and mitigating JLL’s enterprise risks, but the Board and its committees take active roles in overseeing that effort. In particular, the Board focuses on substantive aspects of management’s evaluation of enterprise risks and the efforts management is takingmaking to avoid and mitigate them, includingthem. The Company has adopted a combined assurance model to align assurance programs between enterprise risk management, compliance and ethics, internal audit and other assurance providers within the Company, to deliver deeper insights to the Board and management on governance, risk management, and effective control design and execution. The purpose of the combined assurance model is to deliver effective risk oversight by assisting the Board and management in protecting the Company through risk aggregation, adoption of proven practices, reduction of duplicative efforts with respectassurance activities, and providing a common methodology to cybersecurity.evaluate and manage risks.

The AuditandRisk Committee focuses on the process management follows to continuously identify enterprise risks and monitors the mitigation efforts management has established. The Audit and Risk Committee annuallysemi-annually discusses with the Company's global director of enterprise risk management and senior management the process that has been followed in order to establish an enterprise risk management report. The global director of enterprise risk management, who reports into the Company’s Chief Legal Officer, provides a risk environment update that evaluates risk both on potential impact to the Company and also based on the time frame when the risk is likely to have an impact. The global director of enterprise risk management performs a horizon scanning with the assistance of outside advisors and experts to anticipate future threats to the Company and emerging trends. In preparing the risk environment update report, the global director of enterprise risk management meets with the GEB and other senior management to gather input which is then aggregated and used in preparing the proposed top 10 risks for the Company. This report, which is reviewed by our Audit and Risk Committee, reflects the then-current most significant enterprise risks that management believes JLL faces, the efforts management is takingmaking to avoid or mitigate the identified risks, and how our internal audit function proposes to align its activities to avoidmitigate the identified enterprise risks. The risks identified in the enterprise risk management report are reviewed by management in connection with the Company's disclosure controls and procedures.

The Compensation Committee monitors and discusses with management those risks that are inherent in our compensation programs. As a regular part of its deliberations, the Compensation Committee considers how the structure of our compensation programs will affect risk-taking, and the extent to which those programs drive alignment with JLL’s long-term success and the interests of our shareholders. The Compensation Committee comments on this aspect of our compensation program under “How we make compensation decisions” on page 36.40.

The Nominating, Governanceand GovernanceSustainability Committeemonitors and discusses with management those risks that are inherent in our corporate governance and compliance programs. In the normal course of its activities, our Nominating, Governance and GovernanceSustainability Committee reviews emerging best practices in corporate governance and stays abreast of changes in laws and regulations that affect the way we manage the organization.

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The Board’s role in compliance oversight

Ethical behavior and conduct are part of our culture, and more generally a part of who we are as an organization. JLL is committed to maintaining the highest ethical standards and engaging in practices that enhance the welfare, safety and well-being of our employees, business partners and wider communities across the world. The Board, and the Audit and Risk Committee, oversee the Company’s compliance with legal and regulatory requirements. The Audit and Risk Committee receives regular reports from the Company’s Chief Compliance Officer, who reports into the Company’s Chief Legal Officer, concerning compliance with the Company’s Code of Ethics and corporate securities trading policies including the status of significant investigations involving alleged violations of the Code of Ethics. Additionally, the Company’s Chief Legal Officer regularly reports to the Audit and Risk Committee on any legal matter that could have a potential significant impact on the Company’s financial statements, the Company’s compliance policies or any other financial disclosures.

The Audit and Risk Committee also receives regular reports from the Company’s Chief Audit Executive concerning the planned annual scope of the internal audit team and any significant reports to management prepared by the Company’s internal audit department and management’s responses. The Audit and Risk Committee advises the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Ethics.

In 2022, the Board approved issuance and adopted an updated version of the Company’s Code of Ethics which sets forth the ethics principles that guide our operations globally and applies to all employees of JLL and the members of the Board. Our Code of Ethics includes a message from our Chairman of the Board and CEO and emphasizes that ethics is in everything we do at JLL. Each year every member of the Board completes an attestation that he or she has reviewed the Code of Ethics and will comply with the principles set forth in the Code in carrying out his or her Board responsibilities.

The Board’s role in human capital oversight

and diversity, equity and inclusion

The Board exercises active oversight overactively oversees our overall human capital management process, including diversity and inclusion, training and development, well-being, and health and safety. The Board also oversees the work of its Compensation Committee in developing corporate policies and frameworks designed to attract, retain, engage and develop a workforce that aligns with our values and organizational purpose. In 2022, the Company appointed a Global Head of Diversity, Equity, & Inclusion, who reports directly to the Company's CEO. The Company's Global Head of Diversity, Equity & Inclusion, together with the CHRO, provides regular updates to the Board on the Company's DEI initiatives and progress against stated objectives.

The Board’s role in information and data security oversight

In furtherance of ensuring appropriate oversight of JLL’s cybersecurity and information technology readiness, the Board in May 2022 adopted an amended Charter of the Audit Committee that added cybersecurity and information technology readiness as part of the Committee’s purpose. In addition, the Audit Committee was renamed as the Audit and Risk Committee to more accurately align with its responsibility to assist the Board in overseeing the Company’s policies, programs and related risks identified as part of the enterprise risk management framework and cybersecurity and information technology.

In the area of cybersecurity and information technology readiness, to respond to the threat of security breaches and cyberattacks, the Company has developed a program, overseen by the Company’s Global Chief Information Officer, that is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company. We maintain a cyber incident response plan that includes controls and procedures for timely and accurate reporting of any material cybersecurity incident and an information security training program for employees who have access to Company or client-related sensitive or personal information. JLL also maintains a cyber risk insurance policy. We have experienced various types of cyber-attack incidents, which to-date have been contained and have not been material to us as a whole. The Audit and Risk Committee receives regular reports from the Global Chief Information Officer and Chief Information Security Officer on the Company’s information security program including the Company’s information system controls and related security measures, cyber incident response plan, and cyber security protocols and trainings. These regular reports also are shared with the full Board. The Audit and Risk Committee regularly briefs the full Board of Directors on these matters, and the full Board also receives periodic briefings regarding our Information Security Program and cyber threats in order to enhance our directors’ literacy on cyber issues.

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Shareholder engagement

Why we engage

Shareholder engagement is a core JLL practice that is a significant part of our ongoing dialogue with our stakeholders to ensure that existing and potential investors understand our key decisionsstrategy, financial results, and future growth drivers. Engagement sessions allow investors to share their feedback so that we better understand their priorities.

Key topics of engagement

2020

2022 investor outreach

Our investor outreach program is a year-round process.engagement initiatives occur year-round. During 2020,2022, JLL provided institutional investors with a wide variety of opportunities to provide feedback through different channels by attending or hosting:including through our:

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Corporate sustainability

We partner with our stakeholders to drive innovative, impactful, sustainable change by embedding sustainability into everything we do.

Sustainability facilitates our ability to deliver long-term value to our shareholders, create productive, healthy spaces for our clients and employees, and energize our communities.

We’ve already achieved much to be proud of, by meeting and exceeding our sustainability targets to date, but our vision is to do more to embed sustainability across the whole business.business and deliver our purpose to shape the future of real estate for a better world.

Our purpose has deep roots in our identity and history, and is the guiding principle informing our sustainability program. We partner with our stakeholders to deliver sustainability through:

Key issue		Climate action for sustainable real estate			Healthy spaces for all people			Inclusive places for thriving communities
Definition		We take urgent climateaction that accelerates the transition to net zero, enhances performance, mitigates risks and helps shape a better world			We create safe and healthyspaces that promote productivity, wellbeing and sustainability			We provide fair and inclusiveplaces that create positive social impact and equal opportunities

Our market position enables us to take actions that contribute to a better world. In so doing, we demonstrate our responsibility as an organization, bring our purpose to life, add value to our brand, and use our position to attract and retain talent.

Sustainability matters to our clients for many of the same reasons it matters to us. They want to enhance the value of their real estate assets and drive operational efficiencies and cost savings. ClientsThey also seek to attract and retain a productive, healthy and diverse workforce and achieve positive impacts in their communities. Like JLL, many of our clients have their own sustainability goals and are seeking partners who can help them achieve their objectives.

We are creating value by addressing our clients’ real estate needs, enabling them to meet their broader business, strategic, operational and longer-term sustainability goals. With JLL managing 5 billion square feet of space globally for our clients — approximately 1100x the square footage that we ourselves occupy — our greatest opportunity for impact is with and through our clients.

Our expertise addresses the entire lifecycle of a building and human experience, from design and planning of buildings through to construction, occupation, management, refurbishment and exit. We offer advice on how sustainability considerations can be embedded at each of these stages to maximize value. JLL’s sustainability professionals provide market-leading solutions to make our buildings smart, healthy and productive. And through LaSalle, with its ESG best practices, we enhance the performance of our clients’ investments.

JLL’s most recent Refer to our annual Global Sustainability Report is available at https://www.us.jll.com/en/about-jll/our-sustainability-leadership for more detailed research, case studies and information, including JLL’s commitment to net-zero carbon operations for our leased offices and updates on progress toward achieving our broader net-zero emissions target, which was certified to the Sustainability page of our website. Innew Net-Zero Standard by the report you can find the latest information on JLL’s sustainability efforts including our Task Force for Climate-related Financial Disclosure reporting, our Sustainability Accounting Standards Board disclosures, progress with setting our Science-Based Targets and progress against our global sustainability goals.Science Based Target initiative (SBTi) in 2021.

Communicating with our Board

We value the continued interest of and feedback from our shareholders and other parties, and we are committed to maintaining our active dialogue with you. Shareholders and other interested parties may communicate directly with our Board of Directors by email or regular mail. If you wish to communicate only with our non-employee Directors, or with a particular Director individually, please so note in your communication.

By email boardofdirectors@jll.com Corporate Secretary will forward to all Directors

By mail Jones Lang LaSalle Incorporated c/o Corporate Secretary 200 East Randolph Drive Chicago, Illinois 60601 Corporate Secretary will forward to the intended recipient(s)

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Review and approval of transactions with interested persons

We have adopted a conflict of interest policy as part of JLL’s Code of Business Ethics, which sets forth our expectation that all Directors, executive officers and JLL employees will make business decisions and take actions based upon JLL’s best interests rather than personal relationships or benefits.

The Board has also adopted a formal written policy requiring the review and approval of any transaction, arrangement or relationship (or any series of similar transactions, arrangements, or relationships) (1) that involves a potential corporate opportunity or in which we were, are, or will be a participant, (2) where the amount involved exceeds $120,000, and (3) in which any of the following persons had, has or will have a direct or indirect material interest:

Prohibition on insider trading, pledging or hedging

Our insider trading policy provides that all Directors, members of our GEB, selected senior leaders, and members of their immediate families must pre-clear all trades in JLL stock with our Global Chief Legal Officer, and they, together with other designated employees, may not trade during designated “blackout periods” (except under approved SEC Rule 10b5-1 trading plans).

Our insider trading policy prohibits our Directors, employees, and their immediate family members from engaging in shortsshort sales and transactions in derivatives of JLL stock, pledging JLL stock as collateral, and holding JLL stock in margin accounts. Our insider trading policy strongly discourages our Directors, employees, and their immediate family members from engaging in hedging or monetization transactions designed to offset decreases in the market value of JLL stock, including “zero-cost collars” and “forward sale contracts,” and requires that such persons must provide a justification for any such transaction and request pre-clearance from our Global Chief Legal Officer at least two weeks prior to any proposed transaction.

Non-employee Director compensation

How we determine Director compensation

Our Nominating and GovernanceCompensation Committee is responsible for determining and recommending to the Board the overall compensation program for our non-employee Directors. (Previously, this was the responsibility of the Nominating, Governance and Sustainability Committee.) We did not make any adjustments to our non-employee Director compensation program in 2022. We use a combination of cash and stock to provide compensation to our non-employee Directors that is:

The Nominating and GovernanceWith the assistance of its external compensation consultant, the Compensation Committee gathers data on board compensation from various studies that are published by independent non-profit organizations and recruiting or compensation consulting firms, and focuses onfor the studies and data that appear to be most relevant and most closely aligned with JLL’s circumstances. In particular, the Nominating and Governance Committee gathers data for thosesame companies in the peer groups that the Compensation Committee uses as comparisons for executive compensation. (For more information on the compensation peer groups, see “How we make compensation decisions,” which begins on page 36.40.) The Board also periodically engages an external compensation consultantCompensation Committee believes it is appropriate to benchmark non-executive director compensationuse the same peer groups for both executive and to make recommendations on appropriate compensation packages generally in line with median compensation offered at peer companies.board compensation.

When reviewing these studies and data, the Nominating and GovernanceCompensation Committee seeks information regarding:

Based upon internal guidelines, and with the Nominating and Governanceobjective of bringing compensation generally in line with the median compensation offered at peer companies, the Compensation Committee then seeks to make any adjustment to the overall compensation program deemed necessary to satisfy the above criteria approximately every other year. No adjustments were made to the overall compensation program for our non-employee Directors in 2020, except for irrevocable waivers of certain compensation by the Board members in response to the COVID-19 pandemic that are described below and for reducing the annual cash retainers for the Nominating and Governance Committee chair and members.

In consideration of emerging corporate governance best practices, our Board has established a limit on the amount of equity and cash compensation that can be paid to a non-employee Director in a single year. The compensation limits, as described more fully in our Stock Award and Incentive Plans, provide that the total annual compensation for any fiscal year for non-employee Directors will be limited to $750,000, including the value of both the annual cash retainer(s) and the grant date fair value of the annual equity award. The Board believes this is a meaningful limit.

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Director compensation amounts for 2020

2022

2020During 2022, the compensation for our non-employee Directors consisted of three components:components as set forth below:

As notedreferenced above, the Chairman of the Board receives an additional annual retainer in consideration of undertaking the responsibilities and time commitments associated with that position. To determine that compensation, the Nominating and GovernanceCompensation Committee meets in executive session, without the Chairman being present. In 2020,2022, the Nominating and Governance Committee set the Chairman’s additional annual retainer as $140,000 in cash. That amount was pro-rated in 2020 between Ms. Penrose and Mr. Mehta based on the months each served as Chairman in 2020.

The number of restricted stock units awarded each year is based on the closing price of our common stock on the grant date, which historically has been the day after the annual meeting of shareholders. Subject to continued service on the Board, half of the restricted stock units will vest on the 18-month anniversary of the grant date and the other half will vest on the third anniversary. Upon the termination of a non-employee Director’s servicemade no change to the Board, restricted stock units awarded vestChairman's compensation as there had been a market adjustment in full, in part, or become completely forfeited as the Board or the Chairman of the Nominating and Governance Committee determines based on factors including the circumstances2021 after having no change for the non-employee Director’s leavingprevious five years. The Committee determined that the Board including, but not limited to, conflict of interest, timing of exitChairman's compensation is consistent with the relevant peer group, and tenure, attendance, and performance and contribution to the Board.as it is more equity-oriented, it is aligned with shareholder interests.

We do not pay meeting fees, but JLL reimburses all Directors for reasonable travel, lodging and related expenses incurred in attending meetings. We do not provide perquisites to our non-employee Directors. Directors who are also officers or employees of JLL do not receive any additional compensation for serving on the Board.

Non-employee Directors may elect to receive any or all of their cash retainers as JLL common stock, with the number of shares determined on a quarterly basis based on the closing price of our common stock on the last trading day of the immediately preceding quarter. Non-employee Directors may also elect to defer distribution of the shares they have elected to receive in lieu of any or all of their cash retainers.

Non-employee Directors who are subject to U.S. income tax also may participate in the Deferred Compensation Plan that we have established for certain U.S.-based employees. The Deferred Compensation Plan is a nonqualified deferred compensation program that enables eligible participants to voluntarily defer up to 100% of their cash retainers, common stock grants, and restricted stock unit grants upon vesting.

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Non-Executive

Non-Employee Director compensation for 2020

2022

The following table provides information about the compensation paid to our current Non-ExecutiveNon-Employee Directors for their services during 2020. Mr. Mehta succeeded Ms. Penrose as Chairman of the Board on June 1, 2020.2022. Mr. Ulbrich does not receive compensation for his service on the Board.