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Invesco Ltd.

 

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LOGO

LOGO

LOGO

Proxy

Statement

Notice of 2021 Annual General Meeting of Shareholders

A Letter to Our Shareholders from Our Chairperson of the Board and Chief Executive Officer

LOGO

Ben Johnson has served as Chairperson since 2014 and as anon-executive director of our company since 2009.

LOGO

Martin Flanagan has been a director and President and Chief Executive Officer of our company since 2005.

LOGO   		 

Dear Fellow Shareholder,Your vote is important:

Please vote by using the Internet, the telephone or by signing, dating and returning a proxy card

Invesco

A leading independent global investment management firm

Founded in  Proudly manages  Over  Serving clients in  On the ground in
1935      $1.35T      8,000      120+      20+
and headquartered  in assets for retail  employees to better  countries  countries to leverage
in Atlanta, Georgia  and institutional  serve all clients    local presence
  investors1      

Our single focus is to help clients achieve their investment objectives

We direct all of our intellectual capital, global strength and operational stability toward helping our clients
We have a broad and deep presence in key markets across the globe
We have a strong track record of financial stability and possess the resources to continue our long-term investment in the business

Our purpose

Delivering an investment experience that helps people get more out of life

 

First and foremost, we would like to express our sincere appreciation for your continued support as an Invesco shareholder. Our Board of Directors, our senior leadership and our employees worldwide are committed to further strengthening our global firm and providing a high level of value to you, our shareholders, over the long term.

A look back at 2018

2018 was a challenging year for the asset management industry. We saw volatile markets throughout 2018 and particularly during the fourth quarter. In fact, when you look across eight broad indices representing major equity, fixed income and commodity markets, 2018 was the worst year in several decades for broad asset returns1. The volatility in the markets impacted financial performance across the industry, particularly for global investment managers like Invesco. Shareholder returns for traditional asset managers as a group were down 26%,2 while Invesco was down 54% for the year.3

The Board of Directors and the executive management team believe the underperformance of Invesco’s stock price relative to our peer group reflects the following factors:

∎ Key investment capabilities that had helped produce nine consecutive years of positive net flows for the firm through 2017 underperformed materially in 2018, contributing to significant negative net flows in 2018. Net flows, positive or negative, are a key driver of short-term shareholder returns for traditional asset managers.

∎ As described in more detail below, for much of 2018, we opted to use our cash and credit resources to fund long-term investments to strengthen our business instead of conducting stock buybacks that may have provided greater near-term support for the firm’s stock price.

∎ Invesco has a larger global presence in key markets than most of our peers. As one of the leading investment managers in the UK and Europe, we were more impacted by continuing uncertainties surrounding Brexit. Additionally, our strong position in Asia Pacific meant that Invesco was more affected than others by market uncertainties over the trade issues between China and the US. We believe these factors led to additional negative sentiment on Invesco among investors in our shares.

Where we believe clients and the market are headed

It’s important to remember that global assets under management (AUM) currently exceed $88 trillion4, and total assets will continue to grow over the long term. More and more, clients are seeking to work with a smaller number of asset managers who can meet a comprehensive set of needs. They want money managers who can provide a robust set of capabilities and create investment solutions that deliver key outcomes aligned to their investment objectives. They also want greater value for their money, which, first and foremost, means competitively priced products, as well as investor education, thought leadership, digital platforms and other “value adds” that create an enhanced client experience. These dynamics are driving fundamental changes within our industry that are real, impactful and enduring, and that will create winners and losers at an accelerated rate. We believe the steps we’ve taken over the past decade and throughout 2018 strengthened our ability to meet client needs and will help ensure Invesco is among the winners within our industry over the long term.

  

 

Although the markets are expected to remain volatile in 2019, Invesco continues to focus on developing an elite set of capabilities aligned to clients’ evolving needs. Our comprehensive range of investment capabilities has been built over many years to help clients weather various market cycles, and we believe the firm is better positioned than ever to provide the expert advice and key outcomes that will help clients navigate the challenging markets ahead.LOGO

Investing in the future of our business

In late 2017 and throughout 2018, we made several long-term investments that are intended to help us to better meet client needs, further strengthen our global business and increase shareholder value over the long term.

The most significant of these commitments is our planned acquisition of MassMutual’s asset management affiliate, OppenheimerFunds. The combination with OppenheimerFunds will accelerate Invesco’s growth initiatives, increase our scale and client relevance, and expand our comprehensive suite of differentiated investment capabilities. We will also be better positioned to deliver strong outcomes for clients, since overall performance rankings for US mutual funds are consistently stronger for the combined firm than for either firm independently.5 Substantial synergies make the transaction materially accretive to earnings and will help us improve shareholder returns in both the short and long term.

Additionally, in 2018 we:

∎   Completed the acquisitions of Guggenheim Investments’ ETF business in the US and Source in Europe, further expanding our comprehensive suite of ETFs. Invesco is now the #2 provider of smart beta AUM globally and has 60 ETFs with greater than $500 million in assets (as of December 31, 2018)6

∎  Continued to make good progress in China. Sourced gross flows amounted to US$13.9 billion for the year, and total AUM sourced from China reached US$37 billion (as at December 31, 2018). Our China joint venture, Invesco Great Wall, also successfully onboarded a fund onto Ant Financials’ Yu’e Bao Money Market Fund platform. The fund reached over US$11 billion by the end of 2018 and continues to grow7;

∎  Launched some of the industry’s first self-indexed, factor-based fixed income ETFs, building on more than 35 years of factor-based investment experience;

∎  Continued to enhance our culture and provide development opportunities for our talented professionals across the globe;

∎  Further strengthened our market-leading solutions capability, leveraging one of the industry’s strongest, most experienced solutions teams to deliver customized outcomes for clients; and

∎  Expanded our digital wealth platform with the addition of Intelliflo, the No. 1 technology platform for financial advisors in the UK.

Taken together, this work further expanded the broad range of capabilities Invesco uses to create solutions that deliver the outcomes clients are seeking, all wrapped in a robust, value-added client experience. These initiatives also further strengthen the firm’s effectiveness and efficiency, providing greater economies of scale that will enable us to provide a higher level of value to clients and further improve our competitive position over the long term.

As noted above, we believe it is important to understand that, for much of 2018, we elected to use our cash and credit resources to fund these initiatives instead of conducting stock buybacks that may have provided greater near-term support for the firm’s stock price. However, we’re confident that the investments we made in 2018 will drive greater shareholder value over the long term, given the macro trends in our operating environment and the importance of positioning the firm ahead of where clients, the industry and the markets are headed. In conjunction with the OppenheimerFunds acquisition, we announced atwo-year, $1.2 billion stock buyback program, and completed the first $300 million stock repurchase in the fourth quarter of 2018.

 

The Board of Directors has been an active and engaged supporter of each of these initiatives and is highly supportive of the executive management team. We’re confident that the investments made over the past year will materially improve Invesco’s competitive position and help ensure the firm’s long-term growth and success. Furthermore, the Board believes that these moves will drive improvements in long-term share value. We think that the market has not yet absorbed the long-term advantages that we believe will be achieved by these moves.

Our multi-year strategic objectives

At the same time, the Board recognizes that shareholders have been affected by the combination of external forces and the short-term impact of several long-term investments that were made in 2018. Consistent with our practices and in view of the short-term impact to shareholders, we’ve aligned compensation among our executive team with the performance of the firm, the details of which can be viewed in the Compensation Discussion & Analysis section of this document.

Notwithstanding the results of an exceptionally volatile and challenging period in the markets, the Board remains highly confident in the leadership, strategy and direction of the firm. The investments we made in 2018 and will continue to make in 2019 are entirely focused on placing Invesco in the best position to meet client needs, compete in a dynamic operating environment and provide compelling returns for shareholders. We look forward to continuing to help our clients achieve their•  Achieve strong investment objectives regardless of where the markets take us, which will help us deliver a high level of valueperformance

•  Be instrumental to our shareholders overclients’ success

•  Harness the long term.power of our global platform

•  Perpetuate a high-performance organization

 Regards,

LOGO

Our beliefs put clients at the center of everything we do

•  Pure focus on investing

•  Passion to exceed

•  Diversity of thought and a collaborative culture

•  A comprehensive range of capabilities enables us to meet the unique needs of clients

•  A high-conviction approach is more impactful

•  Patience leads to better results over time

 

LOGO

Our beliefs enable us to

•  Inspire the consistent behaviors and discipline that help generate strong, long-term investment performance for our clients

•  Maintain an engaging work environment that helps us attract, develop, motivate and retain the best talent in the industry

 LOGOLOGO
Ben F. Johnson IIIMarty Flanagan
Chairperson andNon-Executive DirectorPresident and CEO
   

1 December 31, 2020

LOGO

G. Richard Wagoner, Jr.

has served as Chair of our

Board since 2019 and as a

non-executive director of

our company since 2013

A letter to our shareholders from the

Chairperson of Our Board

Dear Fellow Shareholder,

The Invesco Ltd. Board of Directors fully appreciates that you have entrusted us as stewards of your investment in the firm and takes very seriously our duties and responsibilities in that regard.

In that spirt, I thought it appropriate to share with you several of the most important areas in which the Board focused its attention in 2020.

Managing through the COVID-19 global pandemic. As was the case for companies around the globe, the coronavirus crisis represented a tremendous challenge for Invesco throughout 2020. Invesco’s primary focus throughout the pandemic has been on ensuring the health and safety of our people, and managing client assets and serving as a valued partner to them, while protecting the financial position of the firm.

The Board closely monitored Invesco’s prompt, decisive and effective reaction to this difficult situation. The firm stepped up its digital efforts to engage with clients safely while rotating nearly all of its employees to work-from-home status. Invesco reshaped its client delivery model to a fully digital engagement platform, allowing frequent connection with clients to help deliver the outcomes they were seeking.

Monitoring the firm’s financial strength. Like many companies managing through the initial phases of the pandemic, Invesco’s results came under pressure during the first half of the year. Given the prevailing uncertainty, the Board supported management’s decision to draw down the company’s credit lines and in April 2020 made the difficult decision to reduce the quarterly common stock dividend by 50%. These measures were taken to enhance liquidity and maintain financial flexibility in the uncertain market environment.

The Board was pleased to see Invesco take advantage of the improving market and economic conditions in the second half of 2020, leading to record assets under management of $1.35 trillion as of year end and improved financial results. As we move into 2021, the Board believes Invesco is well positioned to maintain positive momentum in 2021 and beyond.

Delivering on our commitment to ESG. Your Board recognizes that environmental, social and governance (ESG) investing matters greatly to our clients, communities and shareholders. Invesco is strongly committed to a comprehensive ESG effort across the firm, and views it as an important agent of change in driving a holistic perspective on the investment industry’s role in creating value. The firm’s recognized track record provides a strong foundation on which to build and which will support its ESG ambitions. For the last four consecutive years, Invesco achieved an A+ rating from the PRI (Principles for Responsible Investment) for its strategy and governance. The firm also continued its strong history of innovation in this important area by launching a number of ESG-related products in 2020.

Evolving our Board composition. The Board remains committed to recommending to shareholders a slate of directors which is well-equipped to oversee the company and effectively represent the interests of shareholders. This includes ensuring an appropriate balance of diversity, expertise, experience and continuity, as well as fresh perspectives.

In late 2020, the Board welcomed three new members. Nelson Peltz and Edward P. Garden joined as representatives of Trian Fund Management, in conjunction with Trian’s significant investment in Invesco. Thomas M. Finke, formerly of Barings, a subsidiary of MassMutual, which is Invesco’s largest shareholder, joined at the same time. The additions of Mr. Peltz, Mr. Garden and Mr. Finke recognize their significant domestic and international board and industry experience, and valuable perspective as major shareholders of Invesco. Their prior

2021 Proxy Statement        ii

significant experiences in asset management give them a deep understanding of the substantial growth opportunities within this industry. We are very pleased to have them as colleagues on the Invesco Board.

In addition, as noted later in this proxy statement, the Board is pleased to nominate Paula Tolliver for election to the Board at the May Annual General Meeting. Ms. Tolliver brings in-depth experience in technology and global business operations, and we look forward to welcoming her to our Board.

I would also like to take this opportunity to express the Board’s deep appreciation to Rod Canion, who retired from the Board in December 2020 after 23 years of service. Mr. Canion provided invaluable insights and perspective to the Board throughout his years of service, leveraging his experience as co-founder and CEO of Compaq Computer Corp.

Annual General Meeting Invitation. You are cordially invited to attend the 2020 Annual General Meeting of Shareholders of Invesco Ltd., which will be held virtually on Thursday, May 13, 2021, at 1 p.m. ET.

Your vote is important, and we encourage you to vote promptly. Regardless of whether you can attend the Annual General Meeting, please follow the instructions contained in the Notice of Internet Availability of Proxy Materials (“Notice”) on how to vote via the Internet or the toll-free telephone number, or request a paper proxy card to complete, sign and return by mail so that your shares may be voted.

Your Board’s conviction regarding Invesco’s opportunity within the asset management business remains as strong as ever, as does our confidence in the Invesco team. On behalf of the Board of Directors, I extend our appreciation for your continued support.

Yours sincerely,

LOGO

G. Richard Wagoner, Jr

Chairperson

   iii        Invesco Ltd.

LOGO

Martin Flanagan

has been President and

Chief Executive Officer of

our company and a director

since 2005

A letter to our shareholders from our

President and CEO

Dear Fellow Shareholder,

Thank you, as always, for your continued support as a shareholder in our firm. I’d also like to express our deep appreciation to our clients and employees for their continued support in these extraordinary times. Our Board of Directors, leadership and more than 8,000 employees are dedicated to helping clients across the globe meet their investment objectives while generating value for our shareholders.

The past year provided many new challenges for the industry as COVID-19 swept across the globe, changing the way we interact with our families, our colleagues and our clients. Throughout 2020, we focused on executing our long-term strategy while supporting our employees and clients, finding new ways of working and achieving our purpose of helping people get more out of life.

The real story of 2020 for Invesco is how we came together as an organization under the most challenging circumstances to ensure the safety and well-being of our employees and help clients meet their investment objectives while advancing the organization’s ability to meet key client demand trends that will drive our success going forward.

A look back at 2020: Further positioning Invesco for future success

Despite the challenges we encountered, we made significant advances in a number of key areas in 2020. Specifically, we:

Prioritized the health and safety of our employees as we transitioned 99% of our firm to a productive work-from-home environment while remaining highly focused on our clients and our business;
Maintained strong investment performance across our global business in areas of high demand and worked to address other capabilities where we saw under-performance;
Materially advanced our digital engagement with clients, which further improved our ability to meet their desired outcomes;
Undertook a comprehensive strategic evaluation of our business to further enhance client outcomes, improve our ability to drive organic growth, reduce complexity and streamline our operating environment. Through this evaluation, we are investing in key areas of growth, including ETFs, Fixed Income, China, Solutions, Alternatives and Global Equities, while identifying and executing permanent improvements in our expense base that will ultimately result in net cost savings of $200 million; and
Led a public call to action on social injustice by leaders and employees, and stepped up our Diversity and Inclusion efforts.

Combined, this work of further building our business allowed us to weather challenges in the first half of the year while supporting the strengthening of our operating results in the second half of 20201:

We achieved strong performance in several key growth areas, particularly Fixed Income and Global Equities, including Emerging Markets, and Asian Equities;
Invesco ended the year with record assets under management of $1,349.9 billion, up from $1,226.2 billion in AUM at the end of 2019;
Following net outflows of $33.3 billion in the first half of the year, we achieved six straight months of net long-term inflows totaling nearly $18 billion in the second half of 2020;
Retail flows significantly improved in the second half of the year, and our solutions-enabled institutional pipeline remains near record levels;
We saw strong net inflows in Asia Pacific totaling more than $17 billion in the second half of the year, with improving flows in EMEA and the Americas in the same timeframe;
Global ETF AUM grew to a record $345 billion, and the firm introduced several innovations to the market, including the expansion of the QQQ suite of products, and the launch of non-transparent active funds, ESG/Sustainable strategies and others; and
We improved balance sheet liquidity and flexibility after making the difficult decision to reduce the quarterly common stock dividend in April 2020 during the height of pandemic uncertainty.

2021 Proxy Statement        iv

Our work over the past year further enhanced the firm’s ability to anticipate, understand and meet client needs, while strengthening our effectiveness and efficiency, and achieving greater economies of scale that will enable us to provide a higher level of value to clients and further improve our competitive position. We believe our efforts to further deepen client relationships through the pandemic, continued investment in our key growth areas and the additional operating efficiency we achieved in 2020 will meaningfully enhance our ability to grow our business, compete and win as efforts to mitigate the pandemic progress in 2021.

Building a strong foundation for 2021 and beyond

The events of the past year challenged us to re-examine long-term trends in our industry and our beliefs about the future. A few of our beliefs have evolved, but the overall direction remains the same. If anything, the pandemic has accelerated many of the macro trends impacting our business. In particular:

Clients are seeking deeper relationships with fewer trusted managers and looking for best-in-class solutions providers;
We’re operating in a new normal of “digital everything” that is changing the relationship among investment managers, intermediaries and end-clients;
Although the US remains the largest asset management market, China and emerging markets will drive growth in the future; and
Client demand for outcomes using a combination of active, passive and alternative capabilities continues to grow at a rapid pace.

Combined, the challenges and opportunities in our industry continue to widen the gap between global, increasingly scaled firms like Invesco and those that will struggle as these trends further accelerate in 2021 and beyond.

Invesco operates in a $100 trillion industry2 that we anticipate will continue to grow. We also have a clear understanding of how client demand is evolving and where it’s headed. Over the past decade, we’ve been highly focused on investing ahead of shifts in client demand, putting us in a very strong position to take advantage of key industry tailwinds in the future.

As a result, we now have a strong and highly diversified set of capabilities aligned to client demand trends, with leadership positions in key markets across the globe.

• Our ETF platform is the fourth-largest in the world, and we are a global leader in factors with a 36-year track record of innovation 3;
•We have a highly competitive private markets platform, with strong positions in real estate, bank loans and distressed credit capabilities 4;
•We provide a suite of fully scaled fixed income, global and emerging market capabilities with consistently strong performance 5;
We have a market-leading Solutions business that brings the full power of our investment capabilities to clients; and
Our #1 leadership position among onshore providers in China (Z-Ben Advisors 2020 China rankings of top foreign firms in China, published April 2020), the world’s fastest-growing market, builds on a 40-year legacy of success in the Asia Pacific region.

These capabilities also define key areas of focus for the firm in 2021. Market-leading capabilities with high demand and strong performance form the core of our go-to-market efforts and will help drive value creation within the business. As importantly, we’ll also continue to strengthen those areas of our business that enable growth, including our highly competitive digital efforts, investment solutions, asset allocation offerings and our ESG capabilities.

v        Invesco Ltd.

Looking to the future

I’d like to express our deep appreciation to the Invesco Ltd. Board for their proactive engagement in the business and their continued support. Their significant expertise and experience proved invaluable through the challenges of 2020 and will help us achieve the true potential of our firm going forward.

We’re confident that we have the talent, the capabilities, the resources and the momentum to drive the firm’s future growth and success for the benefit of clients, while creating value for shareholders. We’re optimistic about the prospects for the global economy in the year ahead and look forward to taking our business forward on behalf of our valued shareholders in 2021 and beyond.

Regards,

LOGO

Marty Flanagan

President and CEO

Disclosures

1

Sourcing

1 Deutsche Bank Research, January 2019.

2 JP Morgan asset managers CEO forum, December 2018.

3Source: All data Invesco data as of December 31, 2018.2020. See the firm’s most recent presentation of operating results at www.invesco.com/corporate for full disclosures related to the figures provided.

2

4 McKinsey research data, 2018.

5  Source: Lipper, Invesco estimates. Calculated on a three-year rolling basis since 2010 and based on US retail mutual funds only.

6 Invesco and Morningstar dataIVZ, CS Market, Opportunity Model. Data as of December 31, 2018.2019. Includes money market AUM.

3

7Source: Invesco ETFs Strategy & Research, as of December 31, 2020.

4

Source: Invesco data. See the firm’s presentation of fourth-quarter operating results at www.invesco.com/corporate for full disclosures related to the figures provided.

5

Source: Invesco data as of December 31, 2018.2020. Includes actively managed fixed income, money market and stable value funds.

2021 Proxy Statement        vi

        Notice of 2021 Annual Meeting of Shareholders

 

Notice of 2019 Annual General Meeting of Shareholders

To our Shareholders:

The 2019 Annual General Meeting of Shareholders of Invesco Ltd. will be held at the following locationDate and for the following purpose:time

 

WhenLOGO 

Thursday, May 9, 2019, 13, 2021,

at [12:00]1:00 p.m., Central European Summer

Eastern Time

Place
LOGO

Virtual Meeting

www.meetingcenter.

io/293405929

For details on how to

participate in the virtual

meeting, see “How

do I attend the Annual

General Meeting” on

page 85

Voting methods

 

WhereLOGO Internet

The Peninsula ParisVisit the web site

Le 19 avenue Kleberlisted on your Notice

LOGOTelephone

Call the telephone

75116 Paris, Francenumber listed on

your Notice

LOGOMail

Sign, date and return

a requested proxy card

LOGOVirtually
Attend the virtual
Annual General
Meeting

Items of

business

  1    

Board voting

Items of businessrecommendation
1To elect eight (8)twelve (12) directors to the Board of Directors to hold office until the annual general meeting of shareholders in 2020;2022

    LOGO

FOR    

2 

To hold an advisory vote to approve the company’s executive compensation;compensation

    LOGO

FOR

3 

To amend the Invesco Ltd. Third Amended and RestatedBye-Laws to eliminate certain super majority voting standards;

4

To amendrestate the Invesco Ltd. 2016 Global Equity Incentive Plan to increase the number of shares authorized for issuance under the plan;plan

    LOGO

FOR

5
4 

To appoint PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and2021

    LOGO

FOR

6
5 

To consider and act upon such other business as may properly come before the meeting or any adjournment thereof.

thereof  

During the Annual General Meeting, the audited consolidated financial statements for the fiscal year ended December 31, 2018 of the company will be presented.

Who can

vote

 Only holders of record of Invesco Ltd. common shares on March 11, 2019 are entitled to notice of, to attend and vote at the Annual General Meeting and any adjournment or postponement thereof.

Who can vote

Only holders of record of Invesco Ltd. common shares on March 15, 2021 are entitled to notice of, to attend and vote at the virtual Annual General Meeting and any adjournment or postponement thereof. Beginning on March 26, 2021, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report via the Internet to eligible shareholders.

During the virtual Annual General Meeting, the audited consolidated financial statements for the year ended December 31, 2020 of the company will be presented.

By order of the Board of Directors,

Kevin M. Carome

Company Secretary

March 26, 2021

 

 Review your Proxy Statement and vote in one of four ways:

vii        Invesco Ltd.

    LOGO

Via the Internet

    Visit the web site listed

    on your Notice

LOGO

By telephone

Call the telephone

number listed on

your Notice

LOGO

By mail

Sign, date and

return a requested

proxy card

LOGO

In person

Attend the Annual

General Meeting

By order of the Board of Directors,

Kevin M. Carome

Company Secretary

March [.], 2019

Table of contents    

Proxy Statement Summary

1

Proposal No. 1 – Election of Directors

7

Information About Director Nominees

8

Shareholder Engagement

17

Corporate Governance

19

Information About the Board and its Committees

25

Board meetings and annual general meeting of shareholders

25

Committee membership and meetings

25

The Audit Committee

25

The Compensation Committee

26

The Nomination and Corporate Governance Committee

26

Director compensation

27

Information About the Executive Officers of the Company

30

Executive Compensation

33

Compensation discussion and analysis

33

Compensation committee report

57

Summary compensation table for 2018

58

All other compensation table for 2018

59

Grants of plan-based share awards for 2018

60

Outstanding share awards at fiscalyear-end for 2018

61

Shares vested for 2018

62

Potential payments upon termination or change in control for 2018

63

CEO Pay Ratio

64

Compensation Committee Interlocks and Insider Participation

65

Certain Relationships and Related Transactions

65

Related Person Transaction Policy

66

Section 16(a) Beneficial Ownership Reporting Compliance

66

Security Ownership of Principal Shareholders

67

Security Ownership of Management

68

Proposal No. 2 – Advisory Vote to Approve the Company’s Executive Compensation

69

Proposal No.  3 – To Amend the Company’s Third Amended and RestatedBye-Laws to Eliminate Certain Super Majority Voting Standards

70

Proposal No.  4 – To Amend the Invesco Ltd. 2016 Global Equity Incentive Plan to Increase the Number of Shares Authorized for Issuance Under the Plan

72

Proposal No. 5 – Appointment of Independent Registered Public Accounting Firm

80

Fees Paid to Independent Registered Public Accounting Firm

81

Pre-Approval Process and Policy

81

Report of the Audit Committee

82

General Information Regarding the Annual General Meeting83

Questions and answers about voting your common shares

83

Important additional information

87

Appendix A - AUM ranking disclosure

90

Appendix B - Schedule ofNon-GAAP information

91

Appendix C - Proposed amendments to company’s Third Amended and RestatedBye-Laws

95

Appendix D - Proposed amendment to Invesco Ltd. 2016 Global Equity Incentive Plan

124    

    

Proxy statement

Proxy Statement SummaryThis Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Invesco Ltd. (“Board” or “Board of Directors”) for the virtual Annual General Meeting to be held on Thursday, May 13, 2021, at 1:00 p.m. Eastern Time. Please review the entire Proxy Statement and the company’s 2020 Annual Report on Form 10-K before voting. In this Proxy Statement, we may refer to Invesco Ltd. as the “company,” “Invesco,” “we,” “us” or “our.”

Voting roadmap

Proposal     Election of directors

 

Our 2018 highlights

Throughout 2018 we made solid progress in several areas of our multi-year strategic objectives that will help us better meet client needs, further strengthen our global business and increase shareholder value over the long term. The most significant achievement during the year was our announced acquisition of MassMutual’s asset management affiliate, OppenheimerFunds, which is anticipated to close in the second quarter of 2019. The combination with OppenheimerFunds will help accelerate Invesco’s growth initiatives, increase our scale and client relevance, and expand our comprehensive suite of differentiated investment capabilities.

At the same time, 2018 was a challenging year for the asset management industry and for Invesco. We saw volatile markets throughout the year and particularly during the fourth quarter. The volatility in the markets impacted financial performance across the industry, particularly for global investment managers like Invesco. Shareholder returns for traditional asset managers as a group were down 26%,1 while Invesco was down 54% for the year2. We believe the underperformance of Invesco’s stock price relative to our peer group reflects the following factors:

∎  Key investment capabilities that had helped produce nine consecutive years of positive net flows for the firm through 2017 underperformed materially in 2018, contributing to significant negative net flows in 2018. Net flows, positive or negative, are a key driver of short-term shareholder returns for traditional asset managers.

∎  For much of 2018, we opted to use our cash and credit resources to fund long-term investments to strengthen our business instead of conducting stock buybacks that may have provided greater near-term support for the firm’s stock price.

∎  Invesco has a larger global presence in key markets than most of our peers. As one of the leading investment managers in the UK and Europe, we were more impacted by continuing uncertainties surrounding Brexit. Additionally, our strong position in Asia Pacific meant that Invesco was more affected than others by market uncertainties over the trade issues between China and the US. We believe these factors led to additional negative sentiment on Invesco among investors in our shares.

After reviewing the substantial progress of the firm in respect of our multi-year strategic objectives as discussed below and having considered the company’s challenging 2018 financial performance (including the underperformance of Invesco’s stock relative to our peers), the compensation committee decided, and Mr. Flanagan agreed, that his total incentive compensation should be lowered to $10.2 million, which is 78.5% of his 2018 incentive target of $13 million. Mr. Flanagan’s total 2018 compensation was down 20.1% from 2017.

 

2018 Financial performance (year-over-year change)

 

 

Annual adjusted

operating incomea    

  

 

Annual adjusted

operating margina

  

 

Annual adjusted

diluted EPSa

  

 

Long-Term Organic

Growth Rateb

  

 

$1.4 billion     

  

 

36.5%

  

 

$2.43

  

 

-5%

(-6%)

 

  

(-3 percentage points)

 

  

(-10%)

 

  

(-6.7 percentage points)

 

a  The adjusted financial measures are allnon-GAAP financial measures. See the information in Appendix B of this Proxy Statement regardingNon-GAAP financial measures.

b  Annualized long-term organic growth rate is calculated using long-term net flows divided by opening long-term AUM for the period. Long-term AUM excludes institutional money market andnon-management fee earning AUM.

                                                                        1 JP Morgan asset managers CEO forum, December 2018

1                                                                     2 Invesco data as of December 31, 2018

We continued to successfully execute our strategic objectives for the benefit of clients and shareholders

We focus on four key multi-year strategic objectives set forth in the table below that are designed to maintain our focus on meeting client needs, strengthen our business over time and build shareholder value over the long-term. As described below, in 2018 we made significant progress against our strategic objectives and enhanced our ability to deliver strong outcomes to clients while further positioning the firm for long-term success.

Our strategic objectives

2018 achievements – positioning the firm ahead of where our clients, the markets and our industry are heading

  Achieve strong investment

  performance

Percent of our actively managed assets in the top half of our peer group. See Appendix A for important disclosures regarding AUM ranking.

LOGO

-  Maintained strong, long-term investment performance, with 54% and 63% of measured actively managed ranked assets in the top half of peer groups on a three- and five-year basis, respectively.

-  Announced the acquisition of OppenheimerFunds, which will bring a highly complementary set of investment capabilities that strengthen investment performance and enable us to provide better outcomes for clients.

-  A number of our investment teams were recognized by leading financial publications and the industry. For example, in Asia Pacific, our China joint venture, Invesco Great Wall, won numerous industry awards sponsored by the Asset Management Association of China.

  Be instrumental to our clients’

  success

-  Continued to build our comprehensive range of active, passive and alternative capabilities while strengthening our scale and relevance in key capabilities:

-  Completed the acquisition of Guggenheim Investments’ ETF business, further expanding our comprehensive suite of ETFs. Invesco is now the number two provider of smart beta ETFs and has 60 ETFs with greater than $500 million in assets.1

-  Launched some of the industry’s first self-indexed, factor-based fixed income ETFs, building on more than 35 years of factor-based investment experience.

-  Invesco Great Wall successfully on-boarded its money market fund onto Ant Financials’ Yu’e Bao Money Market Fund platform. The fund reached over US$11 billion by the end of 20182.

-  Further strengthened our market-leading solutions capabilities by further leveraging our solutions team - one of the industry’s strongest and most experienced solutions teams to deliver customized outcomes for clients.

  Harness the power of our global

  platform

-  Further expanded and enhanced our ability to help our advisor clients engage with their clients and improve their investment experience through Jemstep, our advisor-focused technology solution. Expanded our digital wealth platform with the addition of Intelliflo, the number one technology platform for financial advisors in the UK3.

-  Continued to drive savings through our business optimization efforts, which delivered approximately $56 million in annualized run-rate savings as of the end of 2018. The savings are being reinvested in initiatives that strengthen our ability to meet client needs and key growth initiatives for future years.

  Perpetuate a high-performance

  organization

-  Further strengthened our investment, distribution and support teams through new hires and our efforts to attract, develop, motivate and retain the best talent in the industry.

-  Continued to make progress toward our commitment to improve diversity at all levels and in all functions across our global business.

-  Was named one of the best places to work in money management byPensions and Investments®.

1 Invesco and Morningstar data as of December 31, 2018.

2 Invesco data as of December 31, 2018.

3 Platform - Adviser Market: Fintech and Digital, January 2018 report

2

 

1    

2018 Meaningful enhancements to our executive compensation program

In response to our 2018say-on-pay vote, we expanded our shareholder outreach to include our top 30 shareholders representing approximately 55% of our outstanding shares1 to engage with us regarding, among other topics, our executive compensation program. In the fall and winter of 2018, we held telephonic meetings with all shareholders who accepted our invitation – 11 of our shareholders representing approximately 19% of our outstanding shares.1 Based upon these productive discussions:

∎   These shareholders affirmed their support for our compensation philosophy, programs and pay outcomes. They validated the disciplined approach of our compensation programs that utilize multiple performance measures,

∎   While none of these shareholders advocated that we make significant changes to our executive compensation program, they identified opportunities to meaningfully enhance the effectiveness of thepay-for-performance component of our executive compensation program by providing greater rigor with respect to our performance-based awards and adding a second performance measure,

∎   We provided for greater alignment of executive compensation with relative shareholder returns, and

∎   We provided more transparency regarding our compensation program and pay outcomes.

Set forth below are the enhancements to our executive compensation program.

  1 

 

 

Incentive targets for CEO and senior managing directorsDiversity

–  Establishedincentive targets forof our CEO and senior managing directors, which include our NEOsdirector nominees:

–  Incentive compensation payouts (cash bonus + stock deferral + long-term equity) to range from0% to 130% of target

  2   LOGO

 

 

Incentive awards – scorecard of quantitative measures for company performance

–  Established a framework that combines a scorecard of quantitative measures for assessing company performance and a qualitative assessment for determining incentive awards for our CEO and each•  11 of our senior managing directors12 nominees are independent

–  Scorecard of quantitative company performance isbased on 3 objectivecategories: financial performance 50%; delivering to clients 30%; and organizational strength 20%

  3   

Greater rigor for performance-based awards

–  Adopted two measures for performance-based awards -adjusted operatingmargin (current) andrelative total shareholder return based on the three-year average TSR•  We have an independent chair of the company and the constituents in the S&P 500 assetBoard

•  Our independent directors meet regularly without managementsub-index (new) present

–  A performance vesting matrix that demonstrates rigorous vesting hurdles. As an example, applying the 2018 performance results on a three-year average basis would result in a vesting percentage of 33% –a meaningful impact on the compensation outcomes for our NEOs.

  4   

Improved transparency regarding our robust compensation timeline

–  Enhanced disclosure regarding our4-step timeline of the committee’s year-long compensation responsibilities and decisions that demonstrates the compensation committee’s disciplined approach to aligning pay with performance

3                                                                 1 As of October 31, 2018

Our Directors and their qualifications

The Board believes that all of the directors are highly qualified. As the biographies below show, the directors have the significant leadership and professional experience, knowledge and skills necessary to provide effective oversight and guidance for Invesco’s global strategy and operations. As a group, they represent diverse views, experiences and backgrounds. All the directors possess the characteristics that are essential for the proper functioning of our Board. All the directors are independent with the exception of our chief executive officer.

                           Director qualifications
        

Director

  

Other

public

  

 

Committee

memberships

      LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  LOGO
  Name  Age  since  boards  A  C  NCG                                    

LOGO

 Sarah E. Beshar  60  

2017

  –  M  M  M             ∎           ∎   
 

Former Partner, Davis Polk

    

                                      
 Joseph R. Canion  74  1997  –  –  –  Ch       ∎  ∎  ∎  ∎     ∎     ∎
 

Former CEO, Compaq

Computer Corporation

    

                                      
 Martin L. Flanagan  58  2005  –  –  –  –       ∎  ∎  ∎  ∎  ∎         
 

President and CEO, Invesco Ltd.

    

                                      
 C. Robert Henrikson  71  2012  –  M  Ch  M       ∎  ∎  ∎  ∎           ∎
 

Former President and CEO,

MetLife, Inc. and Metropolitan

                                      
 

Life Insurance Company

    

                                      
 Denis Kessler  65  2002  2  M  M  M       ∎  ∎  ∎  ∎           ∎
 

Chairman and CEO, SCOR SE

    

                                      
 Sir Nigel Sheinwald  66  2015  1  M  M  M          ∎     ∎           ∎
 

Former United Kingdom

Senior Diplomat

    

                                               
 G. Richard Wagoner, Jr.  66  2013  1  M  M  M    ∎  ∎     ∎  ∎        ∎
 Former Chairman and CEO,                                      
 

General Motors Corporation

    

                                      
 Phoebe A. Wood  65  2010  3  Ch  M  M          ∎     ∎  ∎        ∎
 Former Vice Chairman and CFO,                                      
 

Brown-Forman Corporation

    

                                      
 Ben F. Johnson III1  75  2009  –  M  M  M          ∎              ∎   
 Former Managing Partner,                                      
 Alston & Bird LLP                                               

 

Key: A– Audit  C– Compensation  NCG– Nomination and Corporate Governance  M– Member  Ch– Chairperson

 

1  Mr. Johnson has not been nominated forre-election to the Board because he has reached the mandatory retirement age.

 

4

Governance highlights

Board refreshment

∎ Directors may not stand for election after age 75.

∎ Added 3 new directors to the Board since 2013.

∎ Increased Board diversity over the past 6 years.

Independence

∎ 8 of our 9 directors are independent.

∎ Our chief executive officer is the only management director.

∎•  All of our Board committees are composed exclusively of independent directors.directors

Independent Chairperson

∎ We have an independent Chairperson of our Board of Directors, selected by the independent directors.

∎ The Chairperson serves as liaison between management and the other independent directors.

Board oversight of risk management

∎•  Our Board has principal responsibility for oversight of the company’s risk management process and understanding of the overall risk profile of the company.company

Executive sessions

∎ The independent directors regularly meet in private without management.

∎ The Chairperson presides at these executive sessions.

Accountability

∎•  Directors are elected for aone-year term. 1-year term

∎

Qualifications, skills and experience

LOGO

92%

Executive

leadership

LOGO

92%

Strategy

and execution

LOGO

75%

International

experience

LOGO

67%

Industry

Experience

LOGO

33%

Accounting and

financial reporting

LOGO

25%

Technical -

government, legal,

regulatory, and

technology

LOGO

FOR

Recommendation of the Board of Directors

The board of directors unanimously recommends a vote “FOR” the election to the board of each of the director nominees.

2021 Proxy Statement        viii


        Proposal

  2

Advisory vote on the compensation

paid to our named executive officers

Invesco’s executive compensation program is designed to align executive compensation with the long-term interests of our shareholders. Our compensation program uses a company scorecard to measure our financial performance, how we deliver to clients and our organizational strength. Our compensation committee assesses the company’s quantitative performance through the company scorecard and qualitative individual achievements to determine each executive’s incentive compensation. The pay determination process reinforces our shareholder value framework.

Pay for 2020 is aligned with performance, reflecting a year of challenged financial performance due to the COVID-19 pandemic, a challenging industry environment and only partially achieving our 2020 goals, offset by management’s response to COVID-19 for our employees and clients and, later in the year, the return of positive flows and improved investment performance.

2020 Financial performance (year-over-year change)1

           
Adjusted  Adjusted  Adjusted  Ending 
operating income2    operating margin2    diluted EPS2    AUM             
$1.7 billion  37.0%  $1.93  $1.35T 
(+0.5%)  (-0.5 percentage  (-24%)  (+10%) 
  point)     
           

LOGO

Martin L. Flanagan

President and CEO

2020 CEO Compensation

Mr. Flanagan is President and CEO. He develops, guides and oversees execution of Invesco’s long-term strategic priorities to deliver value for clients and shareholders over the long-term.

Mr. Flanagan’s total compensation is down 9.4% from 2019. The committee decided that Mr. Flanagan’s total incentive compensation should be $10.31 million, which is 76.4% of his 2020 incentive target.

Total CEO pay decreased   

93%

 

   

60%

 

             

9.4%

 

    

of CEO’s 2020

pay is variable

    

of CEO’s 2020 equity is

performance-based

  
from 2019   

 

Further information regarding executive compensation begins on Page 32 of this Proxy Statement.

LOGO

FOR        

Recommendation of the Board of Directors

The board of directors unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers.

1  Financial results for 2019 include approximately 7 months of OppenheimerFunds financial results compared to 2020, which include 12 months of OppenheimerFunds financial results.

2  Adjusted financial measures are all non-GAAP financial measures. See the information in Appendix A regarding Non-GAAP financial measures.

ix        Invesco Ltd.

        Proposal

  3

Approval of the amended and

restated Invesco Ltd. 2016 global
equity incentive plan
The amended and restated Invesco Ltd. 2016 Global Equity Incentive Plan will increase the number of shares authorized under the plan.
Why we support the proposal
The Equity Plan:

•  Is key to our attracting and retaining top talent

•  Enables us to align the long-term interests of our associates with those of our shareholders

LOGO

FOR

Recommendation of the Board

The board of directors unanimously recommends a vote “FOR” the approval of the equity plan.

        Proposal

  4

Ratification of the appointment of

PricewaterhouseCoopers LLP as the

company’s independent registered

public accounting firm for 2021

The Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interest of the company and our stockholders.

LOGO

FOR    

Recommendation of the Board

The board of directors unanimously recommends a vote “FOR” the appointment of PwC as the company’s independent registered public accounting firm for the year ending December 31, 2021.

2021 Proxy Statement        x

Contents

Proxy statement summary1
Board of Directors6
Nominee biographies6
Director independence13
Board meetings and annual general meeting of shareholders13
Committee membership and meetings13
The Audit Committee13
The Compensation Committee14
The Nomination and Corporate Governance Committee14
Director compensation15
Proposal No. 1 – Election of directors19
Corporate governance20
Corporate governance guidelines20
Code of conduct and directors’ code of conduct20
Board leadership structure20
Director recruitment20
Director orientation and continuing education and development21
Board evaluation process21
Shareholder engagement22
Board’s role in risk oversight23
Our risk management framework24
Environmental, social and governance (ESG) responsibility25
Commitment to inclusion and diversity27
Information about the executive officers of the company29
Executive compensation32
Compensation discussion and analysis32
Compensation committee report60
Summary compensation table61
All other compensation table62
Grants of plan-based share awards63
Outstanding share awards at year-end64
Shares vested65
Potential payments upon termination or change in control66
CEO pay ratio67
Compensation committee interlocks and insider participation67
Certain relationships and related transactions68
Related person transaction policy71
Security ownership of principal shareholders71
Security ownership of management72
Proposal No. 2 – Advisory vote to approve the company’s executive compensation73
Proposal No. 3 – Amend and restate the Invesco Ltd. 2016 Global Equity Incentive Plan to increase the number of shares authorized under the plan74
Proposal No. 4 – Appointment of independent registered public accounting firm81
Fees paid to independent registered public accounting firm82
Pre-approval process and policy82
Report of the audit committee83
General information regarding the annual general meeting84
Questions and answers about voting your common shares84
Important additional information87
Appendix A – Schedule of Non-GAAP information90
Appendix B – Amended and Restated Invesco Ltd.94
2016 Global Equity Incentive Plan94

Proxy statement summary

2020 presented many challenges for Invesco, our industry and global financial markets as a result of the COVID-19 pandemic. The impact of the pandemic, investment performance challenges in some of our strategies and disappointing flows negatively impacted the company. However, our response to the pandemic for our employees and clients and, later in the year, the return to positive flows and improved investment performance allowed us to partially achieve our 2020 goals.

2020 Financial performance (year-over-year change)1

Adjusted   Adjusted   Adjusted   Ending
operating income2   operating margin2   diluted EPS2   AUM
$1.7 billion           37.0%           $1.93           $1.35T
(+0.5%)   (-0.5 percentage point)   (-24%)   (+10%)

Our firm 2020 highlights

LOGO

Investment performance continued to be strong in high demand capabilities, including Fixed Income, Global Equities, including Emerging Markets Equities, and Asian Equities.

LOGOFollowing long-term net outflows of $33.3 billion in the first half of the year, we achieved six straight months of long-term net inflows totaling nearly $18 billion in the second half of 2020, including progress made across channels, geographies and asset classes and ended the year with record assets under management of $1,350 billion.
The long-term net inflows in our retail channel significantly improved in the second half of the year and our solutions-enabled institutional pipeline remains near record level.

In Asia Pacific, we saw net inflows of over $17 billion in the second half of 2020, our net flows in the Americas and EMEA are improving, and we saw robust long-term net inflows into our fixed income capabilities.

LOGOWe took action during the year to improve our financial position and flexibility. Following the dividend reduction in April, we made progress in improving our balance sheet cash position and reduce our credit facility balance to zero at the end of the year.
We embarked upon a strategic evaluation of the business, focusing on four key areas:
Our organizational modelOur real estate footprint

Management of third-party spend

Technology and operations efficiency

1

Financial results for 2019 include approximately 7 months of OppenheimerFunds financial results compared to 2020, which include 12 months of OppenheimerFunds financial results.

2

Adjusted financial measures are all non-GAAP financial measures. See the information in Appendix A regarding Non-GAAP financial measures.

2021 Proxy Statement        1

Looking forward

We expect the strategic evaluation discussed above will reduce our annual operating expenses by a net $200 million by the end of 2022, providing us with opportunities to continue to invest in key growth areas:

ETFsAlternativesSolutions
ChinaFixed incomeGlobal equities

With the investments we have made into our key capabilities over the last decade and our most recent efforts to better align the organization with our strategy, we believe that we have the talent, capabilities, resources and momentum to drive our future growth and success.

2        Invesco Ltd.

Governance highlights

Board refreshment

Added 3 new directors to the Board in 2020 and one new nominee for 2021.
Increased Board diversity over the past 5 years.
Directors may not stand for election after age 75 unless the Board determines there is a good reason to make an exception to this policy.

Independence

10 of our 11 current directors and 11 of our 12 director nominees are independent.
Our chief executive officer is the only management director.
All of our Board committees are composed exclusively of independent directors.

Independent Chair

We have an independent Chair of our Board of Directors, selected by the independent directors.
The Chair serves as liaison between management and the other independent directors.

Board oversight of risk management

Our Board has principal responsibility for oversight of the company’s risk management process and understanding of the overall risk profile of the company.

Accountability

•Directors are elected for a one-year term.
•A meeting of shareholders may be called by shareholders representing at least 10% of our outstanding shares.

Board practices

∎
•Our Board annually reviews its effectiveness as a group with a questionnaire and confidential and privateone-on-one interviews coordinated by an independent external advisor specializing in corporate governance that reports results of the annual review in person to the Board.

∎

•Nomination criteria are adjusted as needed to ensure that our Board as a whole continues to reflect the appropriate mix of skills and experience.

Executive sessions

•The independent directors regularly meet in private without management.
•The Chair presides at these executive sessions.

Share ownership requirements

∎Require
•We require directors and executives to maintain an ownership level of our stock.

 

LOGO

2021 Proxy Statement        3

Board member highlights

  

Our Directors and their qualifications

Non-Executive

Directors

Average tenure

10

years

Average age

68

• 

LOGO

Director nominees are highly qualified and have the significant leadership and professional experience, knowledge and skills necessary to provide effective oversight and guidance for Invesco’s global strategy and operations.
• 

LOGO

LOGO

Director nominees represent diverse views, experiences and backgrounds.
• Director nominees possess the characteristics that are essential for the proper functioning of our Board.
• 

Director tenure

Our directors contribute a wide range of knowledge, skills and experience. We believe the tenureTenure of the members of our Board of Directors provides the appropriate balance of expertise, experience, continuity and perspective to our board to serve the best interests of our shareholders.

We believe providing our Board with new perspectives and ideas is an important component to a well-functioning board.

•As the Board considers new director nominees, it takes into account a number of factors, including nominees that have skills that will match the needs of the company’s long-term global strategy and will bring diversity of thought, global perspective, experience and background to our Board.
•While the Board has no formal policy regarding diversity, as the Board reviews its needs for additional directors, the Board routinely considers gender, ethnic and other diversity factors.
•For more information on our director nomination process, seeInformation about Director Nominees – Director Recruitment.

      Nominees — Director Recruitment.

 

6

  Proxy Statement

Director nominees highlights

 

 

Average tenure            

6

years

 This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Invesco Ltd. (“Board” or “Board of Directors”) for the Annual General Meeting to be held on Thursday, May 9, 2019, at [12:00] p.m. Central European Summer Time. Please review the entire Proxy Statement and the company’s 2018 Annual Report on Form10-K before voting. In this Proxy Statement, we may refer to Invesco Ltd. as the “company,” “Invesco,” “we,” “us” or “our.”
Election of Directors

      ProposalDirector nominees composition

 1

LOGO

  

                    

You are being asked to cast votes for eight directors: Sarah E. Beshar, Joseph R. Canion, Martin L. Flanagan, C. Robert Henrikson, Denis Kessler, Sir Nigel Sheinwald, G. Richard Wagoner, Jr. and Phoebe A. Wood. Mr. Johnson has not been nominated forre-election to the Board because he has reached the mandatory retirement age.

Average age

65

years

  A director holds office until such director’s successor has been duly elected and qualified or until such director’s death, resignation or removal from office under ourBye-Laws. Each director is elected for aone-year term ending at the 2020 Annual General Meeting.

Director nominees tenure                                 Director nominees

                                                                            independence

 All nominees are current directors of the company. Further information regarding the nominees is shown on the following pages. Each nominee has indicated to the company that he or she would serve if elected. We do not anticipate that any director nominee will be unable to stand for election, but if that were to happen, the Board may reduce the size of the Board, designate a substitute or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director nominee will be cast for the substituted candidate.
Under ourBye-Laws, at any general meeting held for the purpose of electing directors at which a quorum is present, each director nominee receiving a majority of the votes cast at the meeting will be elected as a director. If a nominee for director who is an incumbent director is not elected and no successor has been elected at the meeting, the director is required under ourBye-Laws to submit his or her resignation as a director. Our nomination and corporate governance committee would then make a recommendation to the full Board on whether to accept or reject the resignation. If the resignation is not accepted by the Board, the director will continue to serve until the next annual general meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If the director’s resignation is accepted by the Board, then the Board may fill the vacancy. However, if the number of nominees exceeds the number of positions available for the election of directors, the directors so elected shall be those nominees who have received the greatest number of affirmative votes cast in person or by proxy.
  

LOGO

Recommendation of the board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE DIRECTOR NOMINEES.

This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting.

    

7

4        Invesco Ltd.

Our Board considers new ideas and perspectives important components of a well-functioning board. We consider candidates with diverse capabilities, including one or more of those listed below.

 

 

     

 

 

Executive leadership

 

  92%     International experience  75%
    LOGO 

Directors with senior leadership and executive management backgrounds bring valuable practical experience to our Board, providing insights into challenging issues while remaining focused on our strategic initiatives

 

         LOGO  We invest and provide products globally, making international experience an important perspective to our Board  
 

 

     

 

 

Industry experience

 

  67%   

 

    LOGO

  Strategy and execution  92%
    LOGO 

A key to our success is our ability to provide asset management excellence and directors with backgrounds in the financial services industry and capital markets help provide oversight of our strategy

 

             

Directors with experience developing and executing a strategic direction for an entity assist the Board in providing oversight of the Company’s strategy in a rapidly evolving business environment

 

  
 

 

     

 

 

Accounting and financial reporting

 

  33%   

 

    LOGO   

  

Technical - government, legal, regulatory and technology

 

  25%
    LOGO    We are subject to complex financial reporting obligations and we benefit from having directors with strong accounting and financial reporting experience     Substantive government, legal, regulatory and technology experience on our Board offers us valuable insights into the environment in which we operate and the implications to our business  

2021 Proxy Statement        5

Board of Directors

Nominee biographies

LOGO

Sarah E. Beshar

Non-executive director

AgeTenure

62                        4 Years

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance (Chair)

Qualifications:

•  Industry expertise

•  International experience

•  Technical - government, legal, regulatory and technology

  Information about Director Nominees

Listed below are the names, ages as of March [.], 2019 and principal occupations for the past five years of the director nominees.

LOGO

Director nominees for 2019

Sarah E. Beshar

Sarah Beshar has served as anon-executive director of our company since 2017 and has been an attorney with Davis Polk & Wardwell LLP for over 30 years. She joined the firm in 1986 and was named a partner in the Corporate Department in 1994. During more than three decades as a corporate lawyer, Ms. Beshar has advised Fortune 500 companies on an array of legal and governance issues. She also served in a number of management roles at the firm, including as the lead partner of one of the firm’s largest financial services clients from 2008 to 2015. She presently serves as Senior Counsel at the firm.

 

Ms. Beshar is a member of the corporate board of Lincoln Center, a conservation fellow of the Whitney Museum and a trustee of the Episcopal Charities and of the US board of the University of Western Australia.(New York). In 2018, she was appointed a Director of the Board of the USU.S. Asia Center, Australia’s preeminent foreign policy and trade think tank.tank and in 2020, she was appointed a director of the American Australian Association, a privately funded organization dedicated to cooperation between the U.S. and Australia. Ms. Beshar graduated from the University of Western Australia with a B.A. in Law and Jurisprudence in 1981. Ms. Beshar also graduated from Oxford University in 1984 with a Bachelor of Civil Law degree from Magdalen College. She was awarded an Honorary Doctorate in Law from the University of Western Australia in 2015.

Sarah E. Beshar

Non-executive director

 

Age        Tenure

60           2 Years

Committees:

- Audit

- Compensation

- Nominating and

  Governance

Qualifications:

- Industry expertise

- Legal expertise

Director qualifications

∎•  Relevant global industry experience: As a member of her firm’s capital markets practice, as an advisor to some of the largest global companies, and with significant experience in the development of new financial products, Ms. Beshar has broad exposure and experience to the issues in our industry.

∎•  Legal and regulatory expertise:Ms. Beshar has over three decades of experience as a corporate lawyer and strategic advisor on the legal issues facing large financial services companies such as Invesco. Ms. Beshar has significant experience in U.S. and global capital markets transactions, as well as securities, compliance, and corporate governance issues. In addition, Ms. Beshar led large teams at Davis Polk advising global financial institutions on complex investment products for both retail and institutional investors. The breadth of Ms. Beshar’s background is particularly helpful to the Board of Directors of Invesco as it assesses the legal and strategic ramifications of key business priorities and initiatives.

 

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Thomas M. Finke

Non-executive director

Age                    Tenure

57                       <1 Year

Committees:

•  Audit

•  Compensation

•  Nomination and CorporateGovernance

Qualifications:

•  Executive leadership

•  Industry expertise

•  International experience

•  Strategy and execution

  

Joseph R. CanionThomas M. Finke

Joseph CanionMr. Finke has served as anon-executive director of our company since 1997 and was a director of a predecessor constituent company (AIM Investments) from 1993 to 1997, when Invesco acquired that entity.December 2020. Mr. Canionco-founded Compaq Computer Corporation in 1982 andFinke served as its chief executive officer from 1982 to 1991. He also founded Insource Technology Group in 1992 and served as its Chairman until September 2006 and is a current director of Azevtec, Inc. He is on the board of directors of Houston Methodist Research Institute. Mr. Canion received a B.S. and M.S. in electrical engineering from the University of Houston.

Director qualifications

∎Former public company CEO, global business experience:Mr. Canion has notable experience as an entrepreneur, havingco-founded a business that grew into a major international technology company. We believe that his experience guiding a company throughout its business lifecycle has given him a wide-ranging understanding of the types of issues faced by public companies.

∎ Relevant industry experience:Mr. Canion has extensive service as a board member within the investment management industry, having also served as a director of AIM Investments, a leading U.S. mutual fund manager, from 1993 through 1997 when Invesco acquired AIM.

∎ Information technology industry experience:Mr. Canion has been involved in the technology industry sinceco-founding Compaq Computer Corporation and founding Insource Technology Group.

Joseph R. Canion

Non-executive director

Age            Tenure

74                22 Years

Committees:

-  Nomination and Corporate Governance (Chair)

Qualifications:

-  Public company CEO

-  Executive leadership

-  Industry experience

-  Global business experience

-  IT industry experience

-  Public company board experience

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Martin L. Flanagan, CFA & CPA

Martin Flanagan has been a director and President and Chief Executive Officer of Invesco since 2005.Barings from 2016 through November 2020 when he retired. He isjoined Barings predecessor Babson Capital Management in June 2002 when Babson acquired First Union Institutional Debt Management. Mr. Finke was appointed Chairman and CEO of Babson Capital in December of 2008, and also a trustee and vice-chairperson of the Invesco Funds (the company’s U.S. open- andclosed-end funds). Mr. Flanagan joined Invesco from Franklin Resources, Inc., where he was president andco-chief executive officer from 2004 to 2005. Previously, he held numerous positions of increasing responsibility at Franklin –co-president, chief operating officer, chief financial officer and senior vice president from 1993 - 2003. Mr. Flanagan served as director, executive vice presidentEVP and chief operating officerCIO of Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Andersen & Co.Massachusetts Mutual Life Insurance Company from December 2008 until May 2011. He serves on the Boardearned a Master of Governors and as a member of the Executive Committee for the Investment Company Institute, and is a former Chairperson of the association. He also serves as a member of the executive board at the SMU CoxBusiness Administration degree from Duke University’s School of Business and is involved in a number of civic activities in Atlanta. Mr. Flanagan is a CFA charterholder and a certified public accountant. Mr. Flanagan earned a B.A. and B.B.A. from Southern Methodist University (SMU).

Director qualifications

∎  Public company CEO, relevant industry experience:Mr. Flanagan has spent over 30 years in the investment management industry, including roles as an

Martin L. Flanagan

President and CEO

Age            Tenure

58               14 Years

Qualifications:

-  Public company CEO

-  Executive leadership

-  Industry experience

-  Global business experience

-  Financial and accounting experience

   investment professional and a series of executive management positions in business integration, strategic planning, investment operations, shareholder services and finance. Through his decades of involvement, including as former Chairperson of our industry’s principal trade association, the Investment Company Institute, he has amassed a broad understanding of the larger context of investment management.

∎ Financial and accounting expertise:Mr. Flanagan obtained extensive financial accounting experience with a major international accounting firm and serving as chief financial officer of Franklin Resources. He is a chartered financial analyst and certified public accountant.

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C. Robert Henrikson

Robert Henrikson has served as anon-executive director of our company since 2012. Mr. Henrikson was president and chief executive officer of MetLife, Inc. and Metropolitan Life Insurance Company from 2006 through 2011, and he served as a director of MetLife, Inc. from 2005, and as Chairman from 2006 through 2011. During his more than39-year career with MetLife, Inc., Mr. Henrikson held a number of senior positions in that company’s individual, group and pension businesses. He currently serves on the Bipartisan Policy Center’s Commission on Retirement Security and Personal Savings and the Board of Directors of the Bipartisan Center. Mr. Henrikson is a former Chairman of the American Council of Life Insurers, a former Chairman of the Financial Services Forum and a director emeritus of the American Benefits Council. Mr. Henrikson also serves as Chairman of the board of the S.S. Huebner Foundation for Insurance Education, as a trustee emeritus of Emory University and a member of the board of directors of Americares. Mr. Henrikson earned a bachelor’s degree from the University of Pennsylvania and a J.D. degree from Emory UniversityVirginia’s McIntire School of Law. In addition, he is a graduate of the Wharton School’s Advanced Management Program.Commerce.

 

Director qualifications

∎•   Former public companyExecutive leadership: Mr. Finke ‘s service as Chairman and CEO relevant industryof Barings, an international investment management firm with over $300 billion of assets under management, and his other executive positions throughout his career provide Mr. Finke with an astute understanding of the skills needed for exemplary leadership and management that will benefit our Board.

•  Industry experience:Mr. Henrikson’s more than 39 years of experienceFinke’s 34-year financial career has included roles in both the financial services industry, which includes diverse positions of increasing responsibility leading to his role as chief executive officer of MetLife, Inc., have providedbanking and investment management industries providing him with anin-depth understanding of our industry.

∎ Public company board experience:Mr. Henrikson served on the Board of Directors of Swiss Re from 2012 to 2018. Until 2011, Mr. Henrikson served as the chairperson extensive knowledge of the board of MetLife, Inc.investment management industry.

6        Invesco Ltd.

C. Robert Henrikson

Non-executive director

Age            Tenure

71               7 Years

Committees:

- Audit

- Compensation (Chair)

- Nomination and Corporate

  Governance

Qualifications:

-  Public company CEO

-  Executive leadership

-  Industry experience

-  Global business experience

-  Public company board experience

    

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Martin L. Flanagan

President and CEO

Age             Tenure

60                 16 Years

Qualifications:

Executive leadership
Industry experience
International experience
Accounting and financial reporting
Strategy and execution

 

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Edward P. Garden

Non-executive director

Age             Tenure

59                 <1 Year

Committees:

Compensation
Nomination and Corporate
Governance

Qualifications:

Executive leadership
Industry expertise
Strategy and execution
Accounting and financial reporting

Martin L. Flanagan

Martin Flanagan has been a director and President and Chief Executive Officer of Invesco since 2005. He is also a trustee and vice-Chair of the Invesco Funds (the company’s U.S. open- and closed-end funds). Mr. Flanagan joined Invesco from Franklin Resources, Inc., where he was president and co-chief executive officer from 2004 to 2005. Previously, he held numerous positions of increasing responsibility at Franklin — co-president, chief operating officer, chief financial officer and senior vice president – from 1993 to 2003. Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd., before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Andersen & Co. He serves as Trustee of Southern Methodist University (SMU) and as a member of the executive board at the SMU Cox School of Business. He serves as Chair of Engage Ventures, an innovation platform bringing together Atlanta-based corporations to support startups. He sits on the Executive Council for the Metro Atlanta Chamber and served as 2020 MAC Chair. He is a member of the Executive Committee for the Investment Company Institute, and formerly served as Chair and on the Board of Governors for ICI. He serves as a Board member of the Atlanta Committee for Progress and is a former ACP Chair. Mr. Flanagan is a CFA charterholder and a certified public accountant. He earned a B.A. and B.B.A. from Southern Methodist University (SMU).

Director qualifications

Executive leadership, relevant industry experience: Mr. Flanagan has spent over 30 years in the investment management industry, including roles as an investment professional and a series of executive management positions in business integration, strategic planning, technology and investment operations, and finance. Through his decades of leadership and involvement, including as former Chair of our industry’s principal trade association, the Investment Company Institute, he has amassed a broad understanding of the larger context of investment management.
Accounting and financial reporting expertise: Mr. Flanagan obtained extensive financial accounting experience with a major international accounting firm and served as chief financial officer of Franklin Resources. He is a chartered financial analyst and certified public accountant.

Edward P. Garden

Ed Garden has served as a non-executive director of our company since November 2020 and has been Chief Investment Officer and a Founding Partner of Trian Fund Management, L.P. since its inception in 2005. Previously, Mr. Garden served as Vice Chairman and a director of Triarc Companies, Inc., where he was also head of corporate development. Prior to joining Triarc, Mr. Garden was a Managing Director of Credit Suisse First Boston, where he served as a senior investment banker and BT Alex Brown, where he was co-head of Equity Capital Markets. Mr. Garden received a B.A. from Harvard College.

Director qualifications

Executive leadership, Industry experience: Mr. Garden has over 25 years of experience in advising, financing, operating and investing in companies, including several in the asset management industry. Mr. Garden has worked with management teams and boards to implement growth initiatives as well as operational, strategic and corporate governance improvements. Mr. Garden brings a network of relationships with institutional investors and investment banking/capital markets experience to the Board. In October 2014, Mr. Garden was named to CNBC’s Next List, composed of 100 next generation trailblazers expected to change the face of business over the next 25 years.
Public company board experience: Mr. Garden is currently a director of General Electric Company, where he is a member of the Management Development & Compensation Committee. Mr. Garden previously served as a director of The Wendy’s Company, Family Dollar Stores, Inc., Pentair plc, The Bank of New York Mellon Corporation and Legg Mason, Inc.

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Denis Kessler

Denis Kessler has served as anon-executive director of our company since 2002. Mr. Kessler is Chairman and chief executive officer of SCOR SE. Prior to joining SCOR, Mr. Kessler was Chairman of the French Insurance Federation, senior executive vice president and member of the executive committee of the AXA Group and executive vice chairman of the French Business Confederation. Mr. Kessler previously served as a member of the supervisory board of Yam Invest N.V. from 2008 until 2014, a privately-held company. Mr. Kessler is a professor with advanced degrees in economics and social sciences, and a Fellow of the French Institute of Actuaries. He holds a PhD in economics and is a graduate of Ecole des Hautes Etudes Commerciales (HEC Paris). He holds honorary degrees from the Moscow Academy of Finance and the University of Montreal.

While Mr. Kessler is currently the CEO and Chairperson of a public company and serves as an outside director of two public companies (Invesco and BNP Paribas), he has demonstrated a continued commitment to Invesco, which is reflected, in part, by his attendance at all but one of Invesco’s Board of Director’s meetings and all but one of the Board’s Committees’ meetings during 2018. Mr. Kessler’s unique perspective, fueled by his experience as an economist, his diverse international business experience and current position with a major global reinsurance company, significantly enhances the skill set of our Board of Directors by providing, among other things, valuable insight into both the investment management industry’s macro-economic positioning over the long term across multi-geographies as well as our company’s particular challenges within that industry. The fact that his current position and experience is in a similar industry as the company,

    

Denis Kessler

Non-executive director

Age            Tenure

66               17 Years

Committees:

-  Audit

-  Compensation

-  Nomination and Corporate Governance

Qualifications:

-  Public company CEO

-  Executive leadership

-  Industry experience

-  Global business experience

-  Public company board experience

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William F. Glavin, Jr.

Non-executive director

Age             Tenure

62                2 Years

Committees:

Audit
Compensation
Nomination and Corporate Governance

Qualifications:

Executive leadership
Industry experience
Strategy and execution

 

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C. Robert Henrikson

Non-executive director

Age             Tenure

73                9 Years

Committees:

Audit
Compensation (Chair)
Nomination and
Corporate Governance

Qualifications:

Executive leadership
Industry expertise
International experience
Strategy and execution

William F. Glavin, Jr.

William (“Bill”) F. Glavin, Jr. has served as a non-executive director of our company since 2019 and is nominated pursuant to a shareholder agreement with Massachusetts Mutual Life Insurance Company described on pages 68-70. Mr. Glavin served as vice chairman of MM Asset Management Holding LLC from 2015 until his retirement in 2017. Previously, Mr. Glavin served as chair of OppenheimerFunds Inc., (“OppenheimerFunds”), from 2009 to 2015, as chief executive officer from 2009 to 2014, and as president from 2009 to 2013. Prior to joining OppenheimerFunds Inc., Mr. Glavin held several senior executive positions at MassMutual Financial Group, including co-chief operating officer from 2007 to 2008 and executive vice president, U.S. Insurance Group from 2006 to 2008. He served as president and chief executive officer of Babson Capital Management LLC (“Babson”), from 2005 to 2006, and chief operating officer of Babson from 2003 to 2005. Prior to joining MassMutual, Mr. Glavin was president and chief operating officer of Scudder Investments from 2000 to 2003. Mr. Glavin held senior positions at the Dreyfus Corporation, the Boston Company, State Street Bank and Trust Company, and Procter & Gamble. Mr. Glavin earned a B.A. from the College of the Holy Cross.

Director qualifications

Executive leadership, relevant industry experience: Mr. Glavin served five years as chief executive officer of OppenheimerFunds and has over 20 years of experience in the asset-management industry.
Global business experience: Mr. Glavin’s experience as an executive of OppenheimerFunds and MassMutual has provided him with a global perspective that benefits our Board and our Management.
Public company board experience: Mr. Glavin serves as a member of the board of directors of LPL Financial Holdings Inc. (audit and nominating and corporate governance committees).

C. Robert Henrikson

Robert Henrikson has served as a non-executive director of our company since 2012. Mr. Henrikson was president and chief executive officer of MetLife, Inc. and Metropolitan Life Insurance Company from 2006 through 2011, and he served as a director of MetLife, Inc. from 2005, and as Chairman from 2006 through 2011. During his more than 39-year career with MetLife, Inc., Mr. Henrikson held a number of senior positions in that company’s individual, group and pension businesses. He currently serves on the Bipartisan Policy Center’s Commission on Retirement Security and Personal Savings and the Board of Directors of the Bipartisan Center. Mr. Henrikson is a former Chairman of the American Council of Life Insurers, a former Chairman of the Financial Services Forum and a director emeritus of the American Benefits Council. Mr. Henrikson also serves as Chairman of the board of the S.S. Huebner Foundation for Insurance Education, as a trustee emeritus of Emory University and of Americares. Mr. Henrikson earned a bachelor’s degree from the University of Pennsylvania and a J.D. degree from Emory University School of Law. In addition, he is a graduate of the Wharton School’s Advanced Management Program.

Director qualifications

Executive leadership, relevant industry experience: Mr. Henrikson’s more than 39 years of experience in the financial services industry, which includes diverse positions of increasing responsibility leading to his role as chief executive officer of MetLife, Inc., have provided him with an in-depth understanding of our industry.
Public company board experience: Mr. Henrikson served on the Board of Directors of Swiss Re from 2012 to 2018. Until 2011, Mr. Henrikson served as the Chair of the board of MetLife, Inc.

8        Invesco Ltd.

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Denis Kessler

Non-executive director

Age            Tenure

69                19 Years

Committees:

Compensation
Nomination
and Corporate Governance

Qualifications:

Executive leadership
Industry expertise
International experience
Strategy and execution

Denis Kessler

Denis Kessler has served as a non-executive director of our company since 2002. Mr. Kessler has served as Chairman and chief executive officer of SCOR SE since 2002. Prior to joining SCOR, Mr. Kessler was Chairman of the French Insurance Federation, senior executive vice president and member of the executive committee of the AXA Group and executive vice chairman of the French Business Confederation. Mr. Kessler is a Fellow of the French Institute of Actuaries and holds a PhD in economics and is a graduate of Ecole des Hautes Etudes Commerciales (HEC Paris). In addition, he holds honorary degrees from the Moscow Academy of Finance and the University of Montreal.

While Mr. Kessler is currently the CEO and Chair of a public company and serves as an outside director of two public companies (Invesco and BNP Paribas), he has demonstrated a continued commitment to Invesco. SCOR has announced that Mr. Kessler will transition from his role a CEO of SCOR SE in 2022, but he will continue to serve as SCOR SE’s Chairman of the Board of Directors after that time. Mr. Kessler’s unique perspective, fueled by his experience as an economist, his diverse international business experience and current position with a major global reinsurance company, significantly enhances the skill set of our Board of Directors by providing, among other things, valuable insight into both the investment management industry’s macro-economic positioning over the long-term across multiple geographies as well as our company’s particular challenges within that industry. The fact that his current position and experience is in a similar industry as the company, combined with his 19 years of service on our Board, allows Mr. Kessler to quickly achieve a sophisticated understanding of the issues to be addressed by the company and its industry.

In addition, his commitment is reflected by his attendance during 2020 at all of Invesco’s Board of Director’s meetings and all of the Board’s Committees on which he serves. Importantly, during 2020 and 2021’s unprecedented COVID-19 pandemic, which could be viewed as a global crisis and a material event for Invesco as a global company, Mr. Kessler’s dedication to the company and its Board strengthened despite other demands placed upon him during these unprecedented times.

Director qualifications

Executive leadership, relevant industry experience: Mr. Kessler’s experience as an economist and chief executive of a major global reinsurance company have combined to give him valuable insight into both the investment management industry’s macro-economic positioning over the long-term as well as our company’s particular challenges within that industry.
Global business experience: Mr. Kessler’s experience as a director of a variety of international public companies in several industries over the years enables him to provide effective counsel to our Board on many issues of concern to our management.
Public company board experience: Mr. Kessler currently serves on the boards of SCOR SE and BNP Paribas SA (accounts committee (president)). He previously served on the boards of directors of Bollore from 1999 until 2013, Fonds Strategique d’Investissement from 2008 until 2013 and Dassault Aviation from 2003 until 2014

2021 Proxy Statement        9

    combined with his 17 years of service on our Board, allows Mr. Kessler to quickly achieve a sophisticated understanding of the issues to be addressed by the company and its industry.

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Nelson Peltz

Non-executive director

Age             Tenure

781                <1 Year

Committees:

Nomination
and Corporate Governance

Qualifications:

Executive leadership
Industry experience
Strategy and execution

Nelson Peltz

Nelson Peltz has served as a non-executive director of our company since November 2020 and has been Chief Executive Officer and a Founding Partner of Trian Fund Management, L.P. since its inception in 2005. From April 1993 through June 2007, Mr. Peltz served as Chairman and Chief Executive Officer of Triarc Companies, Inc. Mr. Peltz was Chairman and Chief Executive Officer and a director of Triangle Industries, Inc. from 1983 until December 1988.

Mr. Peltz is Honorary Co-Chairman of the Board of Trustees and Chairman of the Board of Governors of the Simon Wiesenthal Center. In addition, he is a member of the Board of Overseers of the Weill Cornell Medical College and Graduate School of Medical Sciences, a member and trustee of NewYork-Presbyterian Hospital, a member and governor of NewYork-Presbyterian Foundation, Inc., a member of the Board of Overseers of The Milken Institute, a member of the Honorary Board of Directors of the Prostate Cancer Foundation (formerly known as CaP CURE), a member of the Intrepid Advisory Council, a former member of the Board of Trustees of the Intrepid Museum Foundation and a member of the Board of Directors of the Avon Old Farms School. Mr. Peltz attended The Wharton School of the University of Pennsylvania.

Director qualifications

Executive leadership, Industry experience: Mr. Peltz has over 40 years of business and investment experience and has served as chairman and chief executive officer of public companies for over 20 years. Throughout his professional career, he has developed extensive experience working with management teams and boards, as well as acquiring, investing in and building companies and implementing operational improvements at the companies with which he has been involved, including several in the asset management industry. Mr. Peltz also brings an institutional investor perspective to the Board.
• 

Director qualifications

∎ Public company CEO, relevant industry experience:Mr. Kessler’s experience as an economist and chief executive of a major global reinsurance company have combined to give him valuable insight into both the investment management industry’s macro-economic positioning over the long term as well as our company’s particular challenges within that industry.

∎ Global business experience:Mr. Kessler’s experience as a director of a variety of international public companies in several industries over the years enables him to provide effective counsel to our Board on many issues of concern to our management.

∎Public company board experience:Mr. Kessler currentlyPeltz serves as the non-executive Chairman of The Wendy’s Company and serves on the boards of SCOR SEThe Procter & Gamble Company, Sysco Corporation, and BNP Paribas SA (accounts committee (president)).Madison Square Garden Sports Corp.2 He previously served onas a director of H. J. Heinz Company, Legg Mason, Inc., Ingersoll-Rand plc, MSG Networks Inc. and Mondelēz International, Inc. Mr. Peltz was recognized by The National Association of Corporate Directors in 2010, 2011 and 2012 as among the boards of directors of Bollore from 1999 until 2013, Fonds Strategique d’Investissement from 2008 until 2013 and Dassault Aviation from 2003 until 2014.

most influential people in the global corporate governance arena.

 

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Sir Nigel Sheinwald

Sir Nigel Sheinwald has servedMr. Peltz’s experience as anon-executive directorCEO and Founding Partner of our company since 2015. Sir Nigel was a senior British diplomat who served as British AmbassadorTrian Fund Management, L.P. is highly valuable to the United States from 2007 to 2012, before retiring from Her Majesty’s Diplomatic Service. Previously, he served as Foreign Policy and Defence Adviser to the Prime Minister from 2003 to 2007 and as British Ambassador and Permanent Representative to the European Union in Brussels from 2000 to 2003. Sir Nigel joined the Diplomatic Service in 1976 and served in Brussels, Washington, Moscow, and in a wide range of policy roles in London. From 2014 to 2015, Sir Nigel served as the Prime Minister’s Special Envoy on intelligence and law enforcement data sharing. Sir Nigel also serves as anon-executive director of Raytheon UK and a senior advisor to the Universal Music Group and Tanium, Inc. He is also a visiting professor and member of the Council at King’s College, London. In addition, Sir Nigel is the Chairperson of theU.S.-U.K. Fulbright Education Commission and serves on the Advisory Boards of the Ditchley Foundation, BritishAmerican Business and the Centre for European Reform. He is an Honorary Bencher of the Middle Temple, one of London’s legal inns of court. Sir Nigel received his M.A. degree from Balliol College, University of Oxford, where he is now an Honorary Fellow.

Director qualifications

∎ Global and governmental experience, executive leadership:Sir Nigel brings unique global and governmental perspectives to the Board’s deliberations through his more than 35 years of service in Her Majesty’s Diplomatic Service. His extensive experience leading key international negotiations and policy initiatives, advising senior members of government and working closely with international businesses positions him well to counsel our Board and senior management on a wide range of issues facing Invesco. In particular, Sir Nigel’s experience in the British government is a valuable resource for advising the Board with respect to the challenges and opportunities relating to regulatory affairs and government relations.

∎ Public company board experience:Sir Nigel currently serves on the Board of Directors of Royal Dutch Shell plc (Chair of the Corporate and Social Responsibility Committee and member of the Remuneration Committee).

Sir Nigel Sheinwald

Non-executive director

Age            Tenure

65               4 Years

Committees:

-  Audit

-  Compensation

-  Nomination and Corporate Governance

Qualifications:

-  Executive leadership

-  Government experience

-  Public company board experience

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G. Richard Wagoner, Jr.

G. Richard (“Rick”) Wagoner, Jr. has served as anon-executive director of our company since 2013. Upon Mr. Johnson’s retirement from the Board in May 2019, Mr. Wagoner will serve as Chairperson of the Board. Mr. Wagoner served as Chairman and chief executive officer of General Motors Corporation (“GM”) from 2003 through March 2009, and had been president and chief executive officer since 2000. Prior positions held at GM during his32-year career with that company include president and chief operating officer, executive vice president and president of North American operations, executive vice president, chief financial officer and head of worldwide purchasing, and president and managing director of General Motors do Brasil. On June 1, 2009, GM and its affiliates filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York, seeking relief under Chapter 11 of the U.S. Bankruptcy Code. Mr. Wagoner was not an executive officer or director of GM at the time of that filing. Mr. Wagoner is a member of the board of directors of several privately-held companies. In addition, he advises several financial firms,start-ups and early-stage ventures. Mr. Wagoner is a member of the Virginia Commonwealth University Board of Visitors, the Duke Kunshan University Advisory Board and the Duke University’s Health SystemCompany. The Board of Directors. He is also a member of the Leapfrog Group Board of Directors, a nonprofit organization. In addition, he is a honorary member of the mayor of Shanghai, China’s International Business Leaders Advisory Council. Mr. Wagoner received his B.A. from Duke University and his M.B.A. from Harvard University.

Director qualifications

∎ Former public company CEO, global business experience:Mr. Wagoner bringstherefore determined that these were special circumstances that warranted an exception to the Board valuable business, leadershipage limits set forth in the Corporate Governance Guidelines and management insights into strategic direction and international operations gainedvoted to nominate Mr. Peltz for election.

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Mr. Peltz has advised us that he currently expects to reduce the number of other boards on which he serves from his32-year career with GM.

∎ Financial and accounting expertise:Mr. Wagoner also brings significant experience in public company financial reporting and corporate governance matters gained through his service with other public companies. He has been designated as onefour to three by the end of our audit committee’s financial experts, as defined under rules of the Securities and Exchange Commission (“SEC”).

∎ Public company board experience:Mr. Wagoner has served on the Board of Graham Holdings Company (audit committee) since 2010.2021.


G. Richard Wagoner, Jr.

Non-executive director and Chairperson Elect

Age            Tenure

66               6 Years

Committees:

-  Audit

-  Compensation

-  Nomination and Corporate Governance

Qualifications:

-  Public company CEO

-  Executive leadership

-  Global business experience

-  Financial and accounting experience

-  Public company board experience

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Phoebe A. Wood

Phoebe Wood has served as anon-executive director of our company since 2010. She is currently a principal at CompaniesWood and served as vice chairman, chief financial officer and in other capacities at Brown-Forman Corporation from 2001 until her retirement in 2008. Prior to Brown-Forman, Ms. Wood was vice president, chief financial officer and a director of Propel Corporation (a subsidiary of Motorola) from 2000 to 2001. Previously, Ms. Wood served in various capacities during her tenure at Atlantic Richfield Company (ARCO) from 1976 to 2000. Ms. Wood currently serves on the boards of trustees for the Gheens Foundation, the American Printing House for the Blind, and Pitzer College. Ms. Wood received her A.B. degree from Smith College and her M.B.A. from University of California Los Angeles.

Director qualifications

∎Executive leadership, global business experience:Ms. Wood has extensive experience as both a director and a member of senior financial management of public companies in a variety of industries.

∎ Financial and accounting expertise:Ms. Wood has significant accounting, financial and business expertise, which is valuable to our directors’ mix of skills, and she has been designated as one of our audit committee’s financial experts, as defined under rules of the SEC.

∎ Public company board experience:Ms. Wood serves on the following boards: Leggett & Platt, Incorporated (compensation (Chair)), Pioneer Natural Resources Company (audit, nominating and corporate governance committees (Chair)) and PPL Corporation (compensation, governance and nominating committees).

Phoebe A. Wood

Non-executive director

Age            Tenure

65               9 Years

Committees:

-  Audit (Chair)

-  Compensation

-  Nomination and Corporate Governance

Qualifications:

-  Executive leadership

-  Global business experience

-  Financial and accounting expertise

-  Public company board experience

10        Invesco Ltd.

13

LOGO

Retiring director

Ben F. Johnson III

Ben Johnson has served as Chairperson of our company since 2014 and as anon-executive director of our company since 2009. Mr. Johnson served as the managing partner at Alston & Bird LLP from 1997 to 2008. He was named a partner at Alston & Bird in 1976, having joined the firm in 1971. He earned his B.A. degree from Emory University and his J.D. degree from Harvard Law School.

Director qualifications

∎ Executive leadership, legal expertise: Mr. Johnson possesses more than a decade of experience leading one of the largest law firms in Atlanta, Georgia, where Invesco was founded and grew to prominence. His more than30-year career as one of the region’s leading business litigators has given Mr. Johnson deep experience of the types of business and legal issues that are regularly faced by large public companies such as Invesco.

∎ Civic and private company board leadership:Mr. Johnson serves on the Executive Committee of the Atlanta Symphony Orchestra and as a Trustee of The Carter Center and the Charles Loridans Foundation. Mr. Johnson is Chair Emeritus of Atlanta’s Woodward Academy, having served as Chair from 1983 to 2018, and served as Chair of the Board of Trustees of Emory University from 2000-2013.


Ben F. Johnson III

Chairperson of the Board

Age            Tenure

75               10 Years

Committees:

-  Audit

-  Compensation

-  Nomination and Corporate Governance

Qualifications:

-  Executive leadership

-  Legal expertise

LOGO

Sir Nigel Sheinwald

Non-executive director

Age             Tenure

67                6 Years

Committees:

Audit
Compensation
Nomination and Corporate Governance

Qualifications:

Executive leadership
Technical - government, legal, regulatory and technology
International experience
Strategy and execution

 

14LOGO

Director independence

For a director to be considered independent, the Board must affirmatively determine that the director does not have any material relationship with the company either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. Such determinations are made and disclosed according to applicable rules established by the New York Stock Exchange (“NYSE”) or other applicable rules. As part of its independence determinations, the Board considers any direct or indirect relationship between a director (or an immediate family member of such director) and the company or any third party involved with the company. As part of its independence determinations with respect to director Sarah E. Beshar, the Board considered (i) a real estate lease by the company of certain office space located in New York, New York from Marsh & McLennan (“MMC”) which employs Ms. Beshar’s spouse as an executive officer (Executive Vice President and General Counsel); and (ii) various human resources-related transactional and administration services (e.g., third-party benefits administration and benchmarking market data) which arenon-professional and nonadvisory in nature provided by subsidiaries of MMC. The total amount paid to MMC in 2018 for all such items was less than one percent (1%) of MMC’s 2018 publicly reported revenue. In accordance with the rules of the NYSE, the Board has affirmatively determined that it is currently composed of a majority of independent directors, and that the following current directors are independent and do not have a material relationship with the company: Sarah E. Beshar, Joseph R. Canion, C. Robert Henrikson, Ben F. Johnson III, Denis Kessler, Sir Nigel Sheinwald, G. Richard Wagoner, Jr. and Phoebe A. Wood.

Board evaluation process

1

Annual board and

committee evaluations

The Board engages an independent external advisor specializing in corporate governance to coordinate the Board’s self assessment by its members. The advisor has each director review a questionnaire and then performsone-on-one confidential interviews with directors. In addition to the questionnaires and interviews of each director, interviews are also conducted with those members of executive management who attend Board meetings on a regular basis.

2

Report to board

The advisor prepares and presents in person a report to the Board, which discusses the findings of the advisor based upon its reviews. The report also discusses governance trends which the Board may want to take into consideration.

3

Board and

committee review

The Board then discusses the evaluation to determine what action, if any, could further enhance the operationsPaula C. Tolliver

Non-executive director nominee

Age

56

Committees:1

Audit
Compensation
Nomination and Corporate Governance

Qualifications:

Executive leadership
International experience
Strategy and execution
Technical – government, legal regulatory and technology

Sir Nigel Sheinwald

Sir Nigel Sheinwald has served as a non-executive director of our company since 2015. Sir Nigel was a senior British diplomat who served as British Ambassador to the United States from 2007 to 2012, before retiring from Her Majesty’s Diplomatic Service. Previously, he served as Foreign Policy and Defence Adviser to the Prime Minister from 2003 to 2007 and as British Ambassador and Permanent Representative to the European Union in Brussels from 2000 to 2003. Sir Nigel joined the Diplomatic Service in 1976 and served in Brussels, Washington, Moscow, and in a wide range of policy roles in London. From 2014 to 2015, Sir Nigel served as the Prime Minister’s Special Envoy on intelligence and law enforcement data sharing. Sir Nigel also serves as a senior advisor to the Universal Music Group and Tanium, Inc. and is a visiting professor at King’s College, London. In addition, Sir Nigel serves on the Advisory Boards of the Ditchley Foundation, BritishAmerican Business and the Centre for European Reform. He is an Honorary Bencher of the Middle Temple, one of London’s legal inns of court. Sir Nigel received his M.A. degree from Balliol College, University of Oxford, where he is now an Honorary Fellow.

Director qualifications

Global and governmental experience, executive leadership: Sir Nigel brings unique global and governmental perspectives to the Board’s deliberations through his more than 35 years of service in Her Majesty’s Diplomatic Service. His extensive experience leading key international negotiations and policy initiatives, advising senior members of government and working closely with international businesses positions him well to counsel our Board and its committees.

15

Director recruitment

The nomination and corporate governance committee identifies and adds new directors using the following process:

1

Determine

candidate pool

The nomination and corporate governance committee reviews and updates its criteria for prospective directors based on succession planning for directors, to fill gaps in skill sets among current directors and to address new or evolving needs of the company. The company utilizes each of the following recommendations to aid in this process:

- Directors

- Independent search firms

2

Review

recommendations

Candidates meet with members of the nomination and corporate governance committee, the Board Chair and the other Board members who assess candidates based on several factors, including whether the nominee has skills that will meet the needs of the company’s long-term strategic objectives and will bring diversity of thought, global perspective, experience and background to our Board. While the Committee routinely considers diversity as a part of its deliberations, it has no formal policy regarding diversity.

3

Make recommendations

to the board

Due diligence is conducted, including soliciting feedback on potential candidates from persons outside the Company. Qualified candidates are presented to the Board of Directors.

4

Outcome

Three new directors since 2013 adding the following skills and traits to our Board:

-  Gender Diversity

-  Public Company CEO

-  Global business leadership

-  Government experience

-  Financial and accounting expertise

-  Industry experience

-  Non-U.S. Directors

-  Legal Experience

-  Executive leadership

The nomination and corporate governance committee believes there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position on the Board, including that such nominee:

∎ be an individual of the highest integrity and have an inquiring mind, a willingness to ask hard questions and the ability to work well with others;

∎ be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;

∎ be willing and able to devote sufficient time to the affairs of the company and be diligent in fulfilling the responsibilities of a director and Board committee member; and

∎ have the capacity and desire to represent the best interests of the shareholders as a whole.

16

Shareholder Engagement

Why we engage

One of our key priorities is ensuring robust outreach and engagement with our shareholders in order to:

∎ Provide transparency into our business, governance practices and compensation programs

∎ Determine which issues are important to our shareholders and share our views on those issues

∎ Identify emerging trends or issues that may impact our business and influence our practices

How we engage

1

Investor relations and

senior management on a wide range of issues facing Invesco. In particular, Sir Nigel’s experience in the British government is a valuable resource for advising the Board with respect to the challenges and opportunities relating to regulatory affairs and government relations.

Public company board experience: Sir Nigel currently serves on the Board of Directors of Royal Dutch Shell plc (Chair of the Safety, Environment and Sustainability Committee and member of the Nomination and Succession Committee).

Paula C. Tolliver

Paula C. Tolliver is a director nominee this year. She is the founder and principal of TechEdge, a consulting firm specializing in advising executive leadership on information technology strategies. Ms. Tolliver previously served as corporate vice president and chief information officer at Intel Corporation, a technology company, from 2016 to 2019. Prior to joining Intel, Ms. Tolliver served as corporate vice president of Business Services and chief information officer at The Dow Chemical Company (a wholly owned subsidiary of Dow, Inc.) from 2012 to 2016. Ms. Tolliver also led a services business for Dow Chemical, in addition to holding a variety of other roles in her 20 plus years with the company. She earned a bachelor’s degree in Business Information Systems and Computer Science from Ohio University.

Director qualifications

Executive Leadership/Technical: Ms. Tolliver has significant experience and expertise in the areas of information technology and innovation. In particular, she has expertise in driving business growth, digital transformation, advanced analytics, cyber security and operational excellence.
Public company board experience: Ms. Tolliver has served as a director of C.H. Robinson Worldwide, Inc. since 2018 and currently serves as a member of the audit and compensation committees.

 

 

We provide institutional investors with many opportunities to provide feedback to senior management by participating in conferences,one-on-one and group meetings throughout the year.
1 

2

Shareholders

Consistently for many years, we have engaged with representatives of our major shareholders through conference calls that occur outside of proxy season. These exchanges cover our executive compensation program, risk management, ESG, strategic planning processes and current and emerging governance practices generally and specifically with respect to Invesco.

In the fall of 2018, we invited our top 30 shareholders representing approximately 55% of our outstanding shares1 to engage with us as part of our annual shareholder outreach program. In the fall and winter of 2018, we held telephonic meetings with all shareholders who accepted our invitation – 11 of our shareholders representing approximately 19% of our outstanding shares.1 During the meetings, these shareholders provided feedback on our executive compensation programs, governance topics in general and specific to the company and thoughts on ESG topics.

Our management team provides candid and fulsome feedback to our full Board of these meetings.

1  As of October 31, 2018

3

Board involvement

Our Chairperson of the Board and the Chairperson of our compensation committee have participated in certain shareholder and proxy advisor meetings to provide board perspective and gain insights. Both the participating directors and management provide feedback to our full Board based on such meetings.

4

Outcomes from investor

feedback

Based upon our outreach to shareholders consistently each year for many years, we have instituted numerous changes, including:

-  Adopted proxy access

-  Declassified our Board

-  Established incentive targets for our CEO and each of our senior managing directors

-  Established quantitative measures for company performance

-  Added relative total shareholder return as a second measure for performance-based awards

-  Added a“robust” compensation timeline that highlights our compensation committee’s responsibilities and the alignment between pay and performance to enhance transparency

-  Enhanced our proxy disclosures regarding risk management, ESG and strategic planning

-  Highlighted our Corporate Social Responsibility Report, which is posted on our website

17

Communications with the Chairperson and othernon-executive directors

Any interested party may communicate with the Chairperson of our Board or to ournon-executive directors as a group at the following address:

Invesco Ltd.

1555 Peachtree Street N.E.

Atlanta, Georgia 30309
Attn: Office of the Secretary
Communications will be distributedIf elected to the Board, or to any of the Board’s committees or individual directors as appropriate, dependingMs. Tolliver will serve on the facts and circumstances of the communication. In that regard, the Invesco Board does not receive certain items which are unrelated to the duties and responsibilities of the Board.following committees.

In addition, the company maintains the Invesco Compliance Reporting Line for its employees or individuals outside the company to report complaints or concerns on an anonymous and confidential basis regarding questionable accounting, internal accounting controls or auditing matters and possible violations of the company’s Code of Conduct or law. Further information about the Invesco Compliance Reporting Line is available at www.invesco.com (the “company’s website”).2021 Proxy Statement        11

Non-employees may submit any complaint regarding accounting, internal accounting controls or auditing matters directly to the audit committee of the Board of Directors by sending a written communication to the address given below:
Audit Committee

Invesco Ltd.

1555 Peachtree Street N.E.

Atlanta, Georgia 30309
Attn: Office of the Secretary

18

Corporate Governance

Corporate governance guidelines

The Board has adopted Corporate Governance Guidelines (“Guidelines”) and Terms of Reference for our Chairperson and for our Chief Executive Officer, each of which is available in the corporate governance section of the company’s website. The Guidelines set forth the practices the Board follows with respect to, among other matters, the composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation and performance evaluation of the Board.

Board leadership structure

As described in the Guidelines, the company’s business is conductedday-to-day by its officers, managers and employees, under the direction of the Chief Executive Officer and the oversight of the Board, to serve the interest of our clients and enhance the long-term value of the company for its shareholders. The Board is elected by the shareholders to oversee our management team and to seek to assure that the long-term interests of the shareholders are being served. In light of these differences in the fundamental roles of the Board and management, the company has chosen to separate the Chief Executive Officer and Board Chairperson positions. The Board believes separation of these roles: (i) allows the Board to more effectively monitor and evaluate objectively the performance of the Chief Executive Officer, such that the Chief Executive Officer is more likely to be held accountable for his performance; (ii) allows thenon-executive Chairperson to control the Board’s agenda and information flow; and (iii) creates an atmosphere in which other directors are more likely to challenge the Chief Executive Officer and other members of our senior management team. For these reasons, the company believes that this board leadership structure is currently the most appropriate structure for the company. Nevertheless, the Board may reassess the appropriateness of the existing structure at any time, including following changes in board composition, in management or in the character of the company’s business and operations.

Code of conduct and directors’ code of conduct

As part of our ethics and compliance program, our Board has approved a code of ethics (the “Code of Conduct”) that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, as well as to our other officers and employees. The Code of Conduct is posted on the company’s website. In addition, we have adopted a separate Directors’ Code of Conduct that applies to all members of the Board. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Conduct for our directors and executive officers by posting such information on the company’s website. The company maintains a compliance reporting line, where employees and individuals outside the company can anonymously submit a complaint or concern regarding compliance with applicable laws, rules or regulations, the Code of Conduct, as well as accounting, auditing, ethical or other concerns.

Board’s role in risk oversight

The Board has principal responsibility for oversight of the company’s risk management processes and for understanding the overall risk profile of the company. Though Board committees routinely address specific risks and risk processes within their purview, the Board has not delegated primary risk oversight responsibility to a committee.
We are committed to continually strengthening and refining our risk management approach and process. We believe a key factor in our ability to manage through all market cycles is our integrated approach to risk management. Risk management is embedded in our daily operating activities, ourday-to-day decision making as well as our strategic planning and decision making process. Our risk management framework provides the basis for consistent and meaningful risk dialogue up,

19

    

LOGO

G. Richard Wagoner, Jr.

Chair of the Board

Age                 Tenure

68                    8 Years

Committees:

Audit
Compensation
Nomination and Corporate Governance

Qualifications:

Executive leadership
International experience
Accounting and financial reporting
Strategy and execution

LOGO

Phoebe A. Wood

Non-executive director

Age                 Tenure

67                   11 Years

Committees:

Audit (Chair)
Compensation
Nomination and Corporate Governance

Qualifications:

Executive leadership
International
Accounting and financial reporting
Strategy and execution

G. Richard Wagoner, Jr.

G. Richard (“Rick”) Wagoner, Jr. has served as Chair of our company since May 2019 and as a non-executive director of our company since 2013. Mr. Wagoner served as Chairman and chief executive officer of General Motors Corporation (“GM”) from 2003 through March 2009, and had been president and chief executive officer since 2000. Prior positions held at GM during his 32-year career with that company include president and chief operating officer, executive vice president and president of North American operations, executive vice president, chief financial officer and head of worldwide purchasing, and president and managing director of General Motors do Brasil. Mr. Wagoner is a member of the board of directors of Excelitas Technologies, a privately-held company. In addition, he advises several financial firms, start-ups and early-stage ventures. Mr. Wagoner is a member of the Virginia Commonwealth University Board of Visitors, the Duke Kunshan University Advisory Board and the Duke University’s Health System Board of Directors. In addition, he is a honorary member of the mayor of Shanghai, China’s International Business Leaders Advisory Council. Mr. Wagoner received his B.A. from Duke University and his M.B.A. from Harvard University.

Director qualifications

Executive leadership, global business experience: Mr. Wagoner brings to the Board valuable business, leadership and management insights into strategic direction and international operations gained from his 32-year career with GM.
Accounting and financial reporting expertise: Mr. Wagoner also brings significant experience in public company financial reporting and corporate governance matters gained through his service with other public companies. He has been designated as one of our audit committee’s financial experts, as defined under the rules of the Securities and Exchange Commission (“SEC”).
Public company board experience: Mr. Wagoner has served on the Board of Graham Holdings Company (audit committee) since 2010 and also currently serves on the Board of ChargePoint Holdings, Inc.

Phoebe A. Wood

Phoebe Wood has served as a non-executive director of our company since 2010. She is currently a principal at CompaniesWood and served as vice chairman, chief financial officer and in other capacities at Brown-Forman Corporation from 2001 until her retirement in 2008. Prior to Brown-Forman, Ms. Wood was vice president, chief financial officer and a director of Propel Corporation (a subsidiary of Motorola) from 2000 to 2001. Previously, Ms. Wood served in various capacities during her tenure at Atlantic Richfield Company (ARCO) from 1976 to 2000. Ms. Wood currently serves on the boards of trustees for the Gheens Foundation and the American Printing House for the Blind (Chair). Ms. Wood received her A.B. degree from Smith College and her M.B.A. from the University of California Los Angeles.

Director qualifications

Executive leadership, global business experience: Ms. Wood has extensive experience as both a director and a member of senior financial management of public companies in a variety of industries.
Accounting and financial reporting expertise: Ms. Wood has significant accounting, financial and business expertise, which is valuable to our directors’ mix of skills, and she has been designated as one of our audit committee’s financial experts, as defined under the rules of the SEC.
Public company board experience: Ms. Wood serves on the following boards: Leggett & Platt, Incorporated (audit (Chair ) committee), Pioneer Natural Resources Company (compensation and leadership development and nominating and corporate governance (Chair) committees) and PPL Corporation (audit, executive and governance and nominating (Chair) committees).

down and across the company. Broadly, our approach includes two governance structures: (i) our Global Performance and Risk Committee assesses core investment risks; and (ii) our Corporate Risk Management Committee assesses strategic, operational and all other business risks. A network of business unit, geographic and specific risk management committees, under the auspices of the Corporate Risk Management Committee, maintains an ongoing risk assessment, management and monitoring process that provides abottom-up perspective on the specific risks existing in various domains of our business.

LOGO

At each Board meeting, the Board reviews and discusses with senior management information pertaining to risk provided by the Global Performance and Risk Committee and the Corporate Risk Management Committee. In these sessions senior management reviews and discusses with the Board the most significant risks facing the company. The Board also reviews and approves the company’s risk appetite statement and crisis management framework. By receiving these regular reports, the Board maintains a practical understanding of the risk philosophy, culture and risk appetite of the company. In addition, Board and committee agenda items on various topics regarding our business include discussion on risks inherent in our business as well as those introduced by new business developments. Through this regular and consistent risk communication, the Board has reasonable assurance that all material risks of the company are being addressed and that the company is propagating a risk-aware culture in which effective risk management is built into the fabric of the business.

In addition, the compensation committee annually assesses the risks of our compensation policies and practices for all employees. The compensation committee has concluded our policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company. In reaching this conclusion, the compensation committee considered the input of a working group comprised of representatives from our human resources and finance departments that reviewed each of Invesco’s compensation plans.

Invesco’s compensation programs are designed to reward success over the long-term, promote a longer term view of risk and return in decision making and protect against incentives for inappropriate risk taking. Examples of risk mitigation in our compensation program design include:

∎  The compensation committee considers multiple performance metrics in establishing the company-wide annual incentive pool each year, so no one metric creates an undue reward that might encourage excessive risk taking. The Committee does not attempt to rank or assign relative weight to any factor, but instead applies its judgment in considering them in their entirety;

∎  The vast majority of investment professional bonus plans have multi-year measurement periods, caps on earnings and discretionary components;

∎  Sales and commission plans generally contain multiple performance measures and discretionary elements; and

∎  Executives receive a substantial portion of compensation in the form of long-term equity that vests over multi-year periods. Time-based equity awards vest ratably over a four-year period. Performance-based equity awards are subject to

12        Invesco Ltd.

Director independence

In accordance with the rules of the New York Stock Exchange (“NYSE”), the Board has affirmatively determined that it is currently composed of a majority of independent directors, and that the following current directors and director nominee are independent and do not have a material relationship with the company: Sarah E. Beshar, Thomas M. Finke, Edward P. Garden, William F. Glavin, Jr., C. Robert Henrikson, Denis Kessler, Nelson Peltz, Sir Nigel Sheinwald, Paula C. Tolliver, G. Richard Wagoner, Jr. and Phoebe A. Wood.
For a director to be considered independent, the Board must affirmatively determine that the director does not have any material relationship with the company either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. Such determinations are made and disclosed according to applicable rules established by the NYSE or other applicable rules.
As part of its independence determinations, the Board considers any direct or indirect relationship between a director (or an immediate family member of such director) and the company or any third party involved with the company. As part of its independence determinations with respect to director Sarah E. Beshar, the Board considered certain third-party transactions previously disclosed, which in total were significantly below the required independence thresholds.

 

20Board meetings and annual general meeting of shareholders

a three-year performance period and three-year cliff vesting. As in the past, the achievement of financial performance for the performance-based equity awards must be certified by the compensation committee and the awards are subject to a clawback. Executives are also subject to our stock ownership policy.

During the calendar year ended December 31, 2020, the Board held eleven meetings (not including committee meetings).
Each director attended at least seventy-five percent (75%) of the aggregate of the total number of meetings held by the Board and all committees of the Board on which he or she served during 2020.
All of our directors attended the 2020 Annual General Meeting. The Board does not have a formal policy regarding Board member attendance at shareholder meetings.
The non-executive directors (those directors who are not officers or employees of the company and who are classified as independent directors under applicable NYSE standards) meet in executive session each quarter at a minimum.
G. Richard Wagoner, Jr., our Chair and a non-executive director, presides at the executive sessions of the non-executive directors.

 

The audit committee routinely receives reports from the control functions of finance, legal, compliance and internal audit. The Global Head of Internal Audit reports to the Chairperson of the audit committee. The audit committee oversees the internal audit function’s planning and resource allocation in a manner designed to ensure testing of controls and other internal audit activities are appropriately prioritized in a risk-based manner. The audit committee also seeks to assure that appropriate risk-based inputs from management and internal audit are communicated to the company’s independent public auditors.

Investment and corporate stewardship - environmental, social and governance (“ESG”) responsibility

Invesco’s distinct and differentiated approach to investment and corporate stewardship is guided by our purpose - to deliver an investment experience that helps people get more out of life. We are rooted in the belief that our role as one of the world’s leading independent investment management organizations is to serve as a trusted partner to our clients, shareholders and communities. Our progress in strengthening our stewardship across both investment and corporate lines continues to underscore Invesco’s commitment to responsible investing. Invesco is committed to fostering greater transparency and continuous improvement with regard to responsible investment and corporate stewardship within our business. Below are some of the actions Invesco is taking to meet these commitments.

Invesco’s Investment Stewardship

∎  In June 2013, Invesco became a signatory to the United Nations Principles for Responsible Investment (“PRI”), which is the leading global responsible investment network of investment managers. Invesco has received an annual rating from PRI on Strategy and Governance of an “A+”, representing a score of 95% or higher, for two consecutive years. In all eight categories tracked by PRI, Invesco matched or outperformed its peer group, reflecting our commitment and success in this area. Invesco’s PRI transparency report is publicly available at www.unpri.org. Invesco is also a signatory to the UK Stewardship Code and Japan Stewardship Code, which, like PRI, promote active engagement in corporate governance. Additional information about Invesco’s commitment to Principles for Responsible Investment is available under the About Us tab on the company’s website.

∎  Invesco believes the voting of proxies should be managed with the same care as all other elements of the investment process. The proxy voting process at Invesco, which is driven by investment professionals, focuses on maximizing long-term value for our clients, protecting clients’ rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders. Invesco’s Investment Stewardship and Proxy Voting Annual Report is also available under the About Us tab on the company’s website.

∎  Our company is a constituent of the FTSE4Good Index Series, which seeks to help investors identify organizations with good track records of corporate social responsibility.

Invesco’s Corporate Stewardship

∎  The Invesco Corporate Responsibility Committee (“CRC”), which includes executive management sponsorship and representation, oversees and drives the company’s global corporate and investment stewardship programs and policy. The committee, working in coordination with global workstreams, drives the strategy, oversight and governance of our internal programs and demonstrates Invesco’s broad executive leadership commitment to responsible investment. The CRC provides direction to Invesco’s investment and corporate stewardship leaders on core ESG topics, participation in industry advocacy and policy efforts and participation in charitable and community organizations to enhance our impact in sustainable global efforts.

 

21Committee membership and meetings

∎   Invesco has also made significant progress in reducing our impact on the environment at a number of our global locations. Our Atlanta, Dublin, Frankfurt, Henley, Houston, Hyderabad, London, New York, Prince Edward Island and Toronto locations, which comprise approximately 80% of Invesco’s employees around the world, are ISO 14001 registered – a certification that Invesco has the framework in place to effectively manage its environmental responsibilities.

∎   Invesco has received certification in the Leadership in Energy and Environmental Design (LEED) program. Our Hyderabad office achieved the highest platinum standard, while our New York office achieved the gold standard and our Atlanta headquarters and Houston office achieved the silver standard. LEED certification is globally recognized as the premier mark of achievement in green building.

∎   Invesco participates in the Carbon Disclosure Project, reporting on carbon emissions and reduction management processes and our commitment to sound environmental practices is summarized in our Global Carbon Emissions and Environmental Corporate Policy Statement found under the About Us tab on the company’s website.

∎   We are a member of the Clean Seas campaign and removed 4.05 tons of single use plastic across our corporate properties and participate in the PRI Plastics Advisory Committee committed to raising investor awareness and to develop and support engagement on plastics.

∎   We achieved the quadruple rating for the Carbon Trust Standard in the UK reducing carbon by 36%, waste by 11% and water by 29.6%. Invesco is the only asset manager to achieve the quadruple rating in the UK.

∎   In 2018, our company was named one of the best places to work in money management byPensions and Investments®.

∎   Our company provides equal opportunity in its employment and promotion practices and encourages employees to play active roles in the growth and development of the communities in which they live and work. Invesco conducts regular employee surveys to monitor employee satisfaction with results showing consistently high levels of employee engagement driven by many positive factors including employees’ perspectives regarding ethics and values at the company, the company’s strategy and direction, and opportunity for personal development.

∎   Invesco has also demonstrated its commitment to improving diversity across our global business as discussed in greater detail below.

∎   Employees are provided with a variety of elements to enable them to stay healthy, maintain a work-life balance and plan for retirement. These rewards include:

–   Comprehensive health and wellness programs

–   Retirement savings plans

–   Life insurance and income-protection benefits

–   Holiday andtime-off benefits

–   Flexibility to help balance work and family responsibilities

–   Opportunities to develop professional skills and knowledge

–   Opportunities to contribute to their community

–   Opportunities to become an Invesco shareholder through our employee stock purchase plan

The current committees of the Board are the audit committee, the compensation committee and the nomination and corporate governance committee.
The Board has affirmatively determined that each committee consists entirely of independent directors according to applicable NYSE rules and rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the heightened independence standards for compensation committee and audit committee members.

 

A+

PRI rating for Strategy and

Governance and Fixed Income for two consecutive years1

$67 Billion

in sustainability offerings2

32%

Of all of Invesco’s listed funds rated High/Above Average for Sustainability3

2018

Global ESG Innovation Asset Manager of the Year4

1 2018 Assessment Report for Invesco Ltd., PRI

2 As of December 31, 2018

3 Morningstar Sustainability ratings 280 of 882 as of October 31, 2018

4 Strategic Insights Chief Investment Officer Industry Innovation Awards

22

We believe in the power of diversity

Fundamentally, we believe that in order to best help our clients and employees get more out of life, our workforce should reflect the diversity of people and perspectives of today’s evolving society.

Our business success relies on engaging a highly diverse team of people across the globe who are client-focused, innovative and draw on a range of backgrounds and experiences to contribute their unique perspective. Ensuring a broad range of different experiences and backgrounds helps us create the diversity of thought needed to deliver a compelling investment experience for clients and ensure an engaging work environment for our people. This approach is a core attribute of our firm’s culture, which actively encourages our people to collaborate to find the best ideas and solutions for clients, leveraging the tremendous diversity of thought that exists across our global organization.

At Invesco, we’re committed to improving diversity at all levels and in all functions across our global business. Although diversity is very country and culturally specific, the need for greater gender diversity is a constant across the globe, which is why we are focusing on gender at the enterprise level. Today we have a diverse, talented pool of women across our global firm, but we aspire to have more women at senior levels and across all functions within our firm.

The CEO and senior managing directors of Invesco – the most senior leaders for key parts of our business – have adopted several principles for achieving our gender diversity targets. To demonstrate our commitment to senior-level accountability globally, the firm has adopted a four-point pledge (modelled on the UK Women in Finance charter). Specifically, the CEO and senior managing directors have pledged that:

∎   We are supportive of this initiative and will apply the initiative to Invesco globally with the CEO and each senior managing director responsible and accountable for gender diversity and inclusion;

∎   Globally, we have set a target for female representation of senior managers to be between 30% - 40% by 2020 (27% as of December 31, 2018);

∎   We will share high-level diversity and inclusion activities that will aid our achievement of the target and support having greater diversity across the globe; and

∎   Goals on gender diversity will be included for our CEO and the senior managing directors, as part of their overall performance goals, and to be in support of gender diversity and inclusion activities.

In support of our wider diversity and inclusion aspirations beyond gender, we have a variety of activities focused on engaging and developing the many talented people who work for Invesco, while also ensuring that we attract new talent from a broad range of backgrounds. These initiatives include programs focused on developing the next generation of leaders, training efforts intended to strengthen our inclusive culture and more robust recruitment practices to attract diverse talent into the firm.

All of these efforts are sponsored by the senior managing directors, supported by our senior leaders across the business, cascaded to our employees and captured in the firm’s business plans and leadership objectives.

Across the globe, we continue to build our partnerships and networks to optimize our diversity and inclusion activity. We are leveraging the efforts and success of our Invesco Women’s Network, which provides development and mentorship opportunities, creates networking events for women and men and partners with the business on its broader diversity and inclusion efforts.

Additionally, we work with a variety of external partners with the goal of improving diversity and inclusion within Invesco and across our industry, for example, we are active members in a number of local or regional public or industry initiatives such as the UK and North America Asset Management Diversity Project.

23

Invesco named one of the best places to work in asset management in 2018 byPensions and Investments®

LOGO

Invesco values our employees and their diverse perspectives. Our company provides equal opportunities in its employment and promotion practices, and encourages employees to play an active role in the growth and development of the communities in which they live and work.

To measure our progress in a number of areas and provide input that helps us further strengthen our culture, Invesco conducts regular internal surveys to measure and monitor employee engagement. The most recent results in 2017 showed continued high levels of employee engagement exceeding the “global high performing organizations” norm, a relevant benchmark provided by our employee survey provider, Willis Towers Watson. In 2017, the drivers of engagement included employees’ perspectives regarding ethics and values at the company, the company’s strategy and direction, and the degree to which employees feel empowered and involved in decisions.

Cyber Security

At a time when cyber threats are considered one of the most significant risks facing financial institutions, we continue to invest in our security capabilities to keep clients, employees, and critical assets safe, while enabling a secure and resilient business. We have designated a Chief Global Security Officer and have a global security program that combines information (including cyber) security, physical security, privacy, business security and recovery, and strategy and reporting under a single umbrella supported by an intelligence function that provides timely threat information.
Our information security program, led by our Chief Information Security Officer, is designed to oversee and maintain all aspects of information security risk to seek to ensure the confidentiality, integrity and availability of information assets. This includes the implementation of controls aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks and protect these information assets. We have an incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a breach.
Our Board is responsible for overseeing the global security and information security programs and holding senior management accountable for its actions. This includes understanding our business needs and associated risks, providing management direction, reviewing periodic reports on program effectiveness and discussing management’s strategy and recommendations for managing risk.

24

Information About the Board and Its Committees

Board meetings and annual general meeting of shareholders

During the calendar year ended December 31, 2018, the Board held ten meetings (not including committee meetings). Each director attended at least seventy-five percent (75%) of the aggregate of the total number of meetings held by the Board and all committees of the Board on which he or she served during 2018. The Board does not have a formal policy regarding Board member attendance at shareholder meetings. All of our directors attended the 2018 Annual General Meeting. Thenon-executive directors (those directors who are not officers or employees of the company and who are classified as independent directors under applicable NYSE standards) meet in executive session generally at each of the Board’sin-person meetings each year. Ben F. Johnson III, our Chairperson and anon-executive director, presides at the executive sessions of thenon-executive directors. Following Mr. Johnson’s retirement from the Board in May 2019, G. Richard Wagoner, Jr. will be assuming the role as Chairperson of the Board.

Committee membership and meetings

The current committees of the Board are the audit committee, the compensation committee and the nomination and corporate governance committee.
Below is a description of each committee of the Board. The Board has affirmatively determined that each committee consists entirely of independent directors according to applicable NYSE rules and rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Members:

Sarah E. Beshar

Thomas M. Finke1

William F. Glavin, Jr.

C. Robert Henrikson

Ben F. Johnson III

Denis Kessler

Sir Nigel Sheinwald

G. Richard Wagoner, Jr.

Phoebe A. Wood (Chair)

 

Independence:

Each member of the

committee is independent

and financially literate

 

Audit Committee

Financial Experts:

Ms. Wood and Mr.

Mr. Wagoner qualify

as
defined by

SEC rules

 

Meetings held in 2018:2020:

1210

  

The Audit Committee

Under its charter, the committee:

∎•  is comprised of at least three members of the Board and each of whom is “independent” ofunder the company underrules of the NYSE and rules of the SEC and is also “financially literate,” as defined under NYSE rules;

∎•  members are appointed and removed by the Board;

∎•  is required to meet at least quarterly;

∎•  periodically meets with the head of Internal Audit and the independent auditor in separate executive sessions without members of senior management present; and

∎•  has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties; and

∎   reports to the Board regularly.duties.

 

The committee’s charter sets forth its responsibilities, including assisting the Board in fulfilling its responsibility to oversee:

∎•  the company’s financial reporting, auditing and internal control activities, including the integrity of the company’s financial statements;

∎•  the independent auditor’s qualifications and independence;

∎•  the performance of the company’s internal audit function and independent auditor; and

∎•  the company’s compliance with legal and regulatory requirements.

 

The committee’s charter is available on the company’s website.at www.invesco.com/corporate (the “company’s website”).

1 Mr. Finke joined the Audit Committee effective December 1, 2020.

 

25

2021 Proxy Statement        13

Members:

Sarah E. Beshar

Thomas M. Finke1

Edward P. Garden2

William F. Glavin, Jr.

C. Robert Henrikson

(Chair)

Ben F. Johnson III

Denis Kessler

Sir Nigel Sheinwald

G. Richard Wagoner Jr.

Phoebe A. Wood

 

Independence:

Each member of the

committee is independent

 

Meetings held in 2018:2020:

6

  

 

The Compensation Committee

Under its charter, the committee:

∎•  is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules;

∎•  members are appointed and removed by the Board;

∎•  is required to meet at least four times annually; and

∎•  has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties, including any compensation consulting firm.

 

The committee’s charter sets forth its responsibilities, including:

∎•  annually approving the compensation structure for, and reviewing and approving the compensation of, senior officers andnon-executive directors;

∎•  overseeing the annual process for evaluating senior officer performance;

∎•  overseeing the administration of the company’s equity-based and other incentive compensation plans; and

∎•  assisting the Board with executive succession planning.

The committee’s charter is available on the company’s website.

Each year the committee engages a third-party compensation consultant to provide an analysis of, and counsel on, the company’s executive compensation program and practices. For a detailed discussion of executive compensation and the role of the third-party compensation consultant, please seeCompensation DeterminationProcess - Role of the independent compensation consultantbelow.

In addition, the committee meets at least annually to review and determine the compensation of the company’snon-executive directors. No executive officer of the company is involved in recommending or determiningnon-executive director compensation levels. SeeDirector compensationbelow for a more detailed discussion of compensation paid to the company’s directors during 2018.

Members:

Sarah E. Beshar (Chair)

Joseph R. Canion (Chair)Thomas M. Finke1

Edward P. Garden2

William F. Glavin, Jr.

C. Robert Henrikson

Ben F. Johnson III

Denis Kessler

Nelson Peltz3

Sir Nigel Sheinwald

G. Richard Wagoner, Jr.

Phoebe A. Wood

 

Independence:

Each member of the

committee is independent

and financially literate

 

Meetings held in 2018:2020:

6

  

 

The Nomination and Corporate Governance Committee

Under its charter, the committee:

∎•  is comprised of at least three members of the Board, each of whom is “independent” of the company under the NYSE and SEC rules;

∎•  members are appointed and removed by the Board;

∎•  is required to meet at least four times annually; and

∎•  has the authority to retain independent advisors, at the company’s expense, whenever it deems appropriate to fulfill its duties.

 

The committee’s charter sets forth its responsibilities, including:

∎•  establishing procedures for identifying and evaluating potential nominees for director;

∎•  recommending to the Board potential nominees for election; and

∎•  periodically reviewing and reassessing the adequacy of the Corporate Governance Guidelines to determine whether any changes are appropriate and recommending any such changes to the Board for its approval.

 

The committee’s charter is available on the company’s website. For more information regarding the director recruitment process, seeInformation aboutDirector Nominees - Director recruitment.

1  Mr. Finke joined the Compensation and Nomination and Corporate Governance Committees effective December 1, 2020.

2  Mr. Garden joined the Compensation and Nomination and Corporate Governance Committees effective November 4, 2020.

3  Mr. Peltz joined the Nomination and Corporate Governance Committee effective November 4, 2020.

14        Invesco Ltd.

Director compensation

The compensation committee annually reviews and determines the compensation paid to non-executive directors. No executive officer of the company is involved in recommending or determining non-executive director compensation levels. Mr. Flanagan does not receive compensation for his service as a director. The committee considers, among other things, the following policies and principles:

that compensation should fairly pay the non-executive directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees;
that a component of the compensation should be designed to align the non executive directors’ interests with the long-term interests of the company’s shareholders; and
that non-executive directors’ independence may be compromised or impaired if director compensation exceeds customary levels.

As a part of its annual review, the committee engaged Johnson Associates, Inc. (“Johnson Associates”) as a third-party consultant to report on comparable non-executive director compensation practices and levels. This report included a review of director compensation at the same peer companies the committee considers for executive compensation practices. See page 57 for a list of our 2020 peers.

In December 2019, following its annual review, the compensation committee determined that the annual equity award value would increase from $145,000 to $180,000 for the 2020 service period. All other compensation for the 2020 service period would remain the same. The committee also added a one-year vesting requirement for equity awards commencing with the 2020 service period. In April 2020, given the then-current condition of the market resulting from the COVID-19 pandemic, the Board determined to revert the compensation of non-executive directors to 2019 compensation levels. As a result, the increase to the equity award value did not occur. The one-year vesting requirement for equity awards for the 2020 service period remains in place.

The compensation for non-executive directors for the 2020 service period was as follows, with each component paid in quarterly installments in arrears:

 

26

Basic cash fee  

Director compensation

Directors who are Invesco employees do not receive compensation for their services as directors. The compensation committee annually reviews and determines the compensation paid tonon-executive directors. The committee considers, among other things, the following policies and principles:

∎ that compensation should fairly pay thenon-executive directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees;

∎ that a component of the compensation should be designed to align the non- executive directors’ interests with the long-term interests of the company’s shareholders; and

∎ thatnon-executive directors’ independence may be compromised or impaired if director compensation exceeds customary levels.

As a part of its annual review, the committee engaged Johnson Associates, Inc. (“Johnson Associates”) as a third-party consultant to report on comparable non- executive director compensation practices and levels. This report includes a review of director compensation at the same peer companies the committee considers for executive compensation practices. See page 47 for a list of our peers. Following the review of current market practices for directors of peer public companies, the compensation committee determined in December 2017 that the compensation fornon-executives directors would remain the same for 2018. The compensation fornon-executive directors for 2018 was as follows, with each fee component paid in quarterly installments in arrears:

Basic cash fee

Non-executive directors (other than the ChairpersonChair of the Board) received an annual basic fee paid in cash in the amount of $120,000.

$120,000

ChairpersonChair fee

  

In lieu of the above basic cash fee, the ChairpersonChair of the Board received an annual cash fee of $400,000.

$400,000

Basic shares fee

  

Non-executive directors also received an annual award of shares in the aggregate amount of $145,000.

Beginning with the quarter ended March 31, 2020 equity awards are subject to a one-year vesting requirement

Audit Committee
Chairperson

Chair fee

  

The ChairpersonChair of the audit committee received an additional annual cash fee of $50,000.

$50,000

Compensation and

Nomination and Corporate

Governance Committee

Chairperson’s Chair’s fee

  

The ChairpersonChair of the compensation committee and the ChairpersonChair of the nomination and corporate governance committee each received an additional annual cash fee of $15,000.

$15,000

We also reimburse each of our non-executive directors for their travel expenses incurred in connection with attendance at Board of Directors and committee meetings. Directors do not receive any meeting or attendance fees. Invesco does not have a deferred compensation plan for its directors.

In December 2020, following its annual review, the compensation committee determined that compensation for the 2021 service period would remain the same. In addition, the compensation committee approved the transition of granting equity awards from a quarterly basis to an annual basis.

We also reimburse each of ournon-executive directors for their travel expenses incurred in connection with attendance at Board of Directors and committee meetings. Directors do not receive any meeting or attendance fees. Following its annual review of current market practices for directors of peer public companies in December 2018, the compensation committee determined that the compensation fornon-executive directors will remain the same for 2019.2021 Proxy Statement        15

Stock ownership policy for non-executive directors — All shares granted to our non-executive directors are subject to the Non-Executive Director Stock Ownership Policy. The policy generally requires each non-executive director to achieve and thereafter maintain an ownership level of at least 18,000 shares within seven years of such director’s first appointment as a non-executive director. Until such ownership level is achieved, each non-executive director is generally required to continue to retain at least 50% of all shares received as compensation from the company. The following table shows the status of our non-executive directors meeting the requirements of the policy as of December 31, 2020.

 

27

2020 Non-executive director stock ownership

Shares held as of December 31, 2020

Name  Shares held  Requirement met  Name Shares held  Requirement met  

Beshar

  49,740  LOGO  Kessler 73,078  LOGO

Finke1,2

  0     Peltz3 45,457,427  LOGO

Garden3

  45,457,427  LOGO  Sheinwald 36,561  LOGO

Glavin2

  15,677     Wagoner 57,463  LOGO

Henrickson

  61,472  LOGO  Wood 53,528  LOGO

Stock ownership policy fornon-executive directors – All shares granted to ournon-executive directors are subject to theNon-Executive Director Stock Ownership Policy. The policy generally requires eachnon-executive director to achieve and thereafter maintain an ownership level of at least 18,000 shares within seven years of such director’s first appointment as anon-executive director. Until such ownership level is achieved, eachnon-executive director is generally required to continue to retain at least 50% of all shares received as compensation from the company.
The following table shows the status of ournon-executive directors meeting the requirements of the policy as of December 31, 2018.
1

LOGO

Mr. Finke joined the Board effective December 1, 2020.

2

1  Based on current compensation levels, it is anticipated that Ms. BesharMessrs. Finke and Sir NigelGlavin will each attain the share ownership goal within the time period requiredprescribed by the policy.

2  Includes deferred shares awarded under our legacy Deferred Fees Share Plan.

28

3

Director compensation table for 2018

The following table sets forthIncludes 45,457,427 common shares which may be deemed to be beneficially owned by Trian Fund Management, L.P. (“Trian”) as of December 31, 2020. Trian Fund Management GP, LLC, of which each of Mr. Peltz and Mr. Garden are members, is the compensation paidgeneral partner of Trian, and therefore is in a position to ournon-executive directors for services during 2018.determine the investment and voting decisions made by Trian. Accordingly, each of Mr. Peltz and Mr. Garden may be deemed to indirectly beneficially own all of the common shares that Trian beneficially owns.

 

                                                                                                                                       

 

 
Name  

Fees earned or paid

in cash ($)1

   Share awards ($)2   Total ($) 

Sarah E. Beshar

   120,000    144,967    264,967 

Joseph R. Canion

   135,000    144,967    279,967 

C. Robert Henrikson

   135,000    144,967    279,967 

Ben F. Johnson, III

   400,000    144,967    544,967 

Denis Kessler

   120,000    144,967    264,967 

Sir Nigel Sheinwald

   120,000    144,967    264,967 

G. Richard Wagoner, Jr.

   120,000    144,967    264,967 

Phoebe A. Wood

   170,000    144,967    314,967 

Director compensation table

The following table sets forth the compensation paid to our non-executive directors during 2020.

Name  

Fees earned or paid

in cash ($)1

   Share awards ($)2   Total ($) 

Sarah E. Beshar

   120,000    144,979    264,979 

Joseph R. Canion

   135,000    144,979    279,979 

Thomas M. Finke

   —    —    — 

Edward P. Garden

   —    —    — 

William F. Glavin, Jr.

   120,000    144,979    264,979 

C. Robert Henrikson

   135,000    144,979    279,979 

Denis Kessler

   120,000    144,979    264,979 

Nelson Peltz

   —    —    — 

Sir Nigel Sheinwald

   120,000    144,979    264,979 

G. Richard Wagoner, Jr.

   400,000    144,979    544,979 

Phoebe A. Wood

   170,000    144,979    314,979 

 

1

Includes the annual basic cash fee and, as applicable, ChairpersonChair of the Board fee and committee ChairpersonChair fees.

2

Reflects the grant date fair value for each share award. Share awards arefor the quarter ended December 31, 2019 were 100% vested as of the date of grant. Beginning with the quarter ended March 31, 2020, share awards are 100% vested on the one-year anniversary of the date of grant.

16        Invesco Ltd.

The following table presents the grant date fair value for each share award made to eachnon-executive director during 2018.2020.

 

                                                                                                    
2020 Director grant date fair value2020 Director grant date fair value 
Name  

Date of grant

1/30/20 ($)

   

Date of grant

4/24/20 ($)

   

Date of grant

7/29/20 ($)

   

Date of grant

10/28/20 ($)

   

Total grant date

fair value ($)

 

 
2018 Director grant date fair value         
Name Date of grant
2/1/18 ($)		 Date of grant
4/27/18 ($)		 Date of grant
7/27/18 ($)		 Date of grant
10/19/18 ($)		 Total grant date
fair value ($)		 

Sarah E. Beshar

  36,246   36,248   36,228   36,245   144,967    36,247    36,247    36,241    36,244    144,979 

Joseph R. Canion

  36,246   36,248   36,228   36,245   144,967    36,247    36,247    36,241    36,244    144,979 

Thomas M. Finke1

   —    —    —    —    — 

Edward P. Garden1

   —    —    —    —    — 

William F. Glavin

   36,247    36,247    36,241    36,244    144,979 

C. Robert Henrikson

  36,246   36,248   36,228   36,245   144,967    36,247    36,247    36,241    36,244    144,979 

Ben F. Johnson III

  36,246   36,248   36,228   36,245   144,967 
 

Denis Kessler

  36,246   36,248   36,228   36,245   144,967    36,247    36,247    36,241    36,244    144,979 

Nelson Peltz1

   —    —    —    —    — 

Sir Nigel Sheinwald

  36,246   36,248   36,228   36,245   144,967    36,247    36,247    36,241    36,244    144,979 

G. Richard Wagoner, Jr.

  36,246   36,248   36,228   36,245   144,967    36,247    36,247    36,241    36,244    144,979 

Phoebe A. Wood

  36,246   36,248   36,228   36,245   144,967    36,247    36,247    36,241    36,244    144,979 

1 Messrs. Garden and Peltz were elected to the Board effective November 4, 2020. Mr. Finke was elected to the Board effective December 1, 2020.

2021 Proxy Statement        17

Director outstanding awards table

The following table provides information about outstanding equity awards held by our non-executive directors as of December 31, 2020.

 

29

NameDate of grant

Number of shares or units that

have not vested1,2

Sarah E. Beshar

04/24/204,647
  Information About the Executive Officers07/29/203,419
10/28/202,719

Total

10,785

Joseph R. Canion

04/24/204,647
07/29/203,419
10/28/202,719

Total

10,785

Thomas M. Finke3

—

Edward P. Garden3

—

William F. Glavin, Jr.

04/24/204,647
07/29/203,419
10/28/202,719

Total

10,785

C. Robert Henrikson

04/24/204,647
07/29/203,419
10/28/202,719

Total

10,785

Denis Kessler

04/24/204,647
07/29/203,419
10/28/202,719

Total

10,785

Nelson Peltz3

—

Sir Nigel Sheinwald

04/24/204,647
07/29/203,419
10/28/202,719

Total

10,785

G. Richard Wagoner, Jr.

04/24/204,647
07/29/203,419
10/28/202,719

Total

10,785

Phoebe A. Wood

04/24/204,647
07/29/203,419
10/28/202,719

Total

10,785

1 Time-based equity awards granted under the 2016 Global Equity Incentive Plan vest in one installment on the one-year anniversary of the date of grant.

2 Dividends and dividend equivalents on unvested time-based equity awards are paid at the same time and rate as on our shares.

3 Messrs. Garden and Peltz were elected to the Board effective November 4, 2020. Mr. Finke was elected to the Board effective December 1, 2020.

18        Invesco Ltd.

Proposal

1

Election of directors

You are being asked to cast votes for twelve director nominees: Sarah E. Beshar, Thomas M. Finke, Martin L. Flanagan, Edward P. Garden, William F. Glavin, Jr., C. Robert Henrikson, Denis Kessler, Nelson Peltz, Sir Nigel Sheinwald, Paula C. Tolliver, G. Richard Wagoner, Jr. and Phoebe A. Wood.

A director holds office until such director’s successor has been duly elected and qualified or until such director’s death, resignation or removal from office under our Bye-Laws.
Each director is elected for a one-year term ending at the 2022 Annual General Meeting.
The Board currently has eleven directors. Paula C. Tolliver is a new director nominee. Ms. Tolliver was initially identified as a potential candidate by an external search firm. The Board is excited to welcome Ms. Tolliver to its membership following the 2021 Annual General Meeting and believes that she possesses the skills and qualifications to make a significant contribution to our Board.
Each nominee has indicated to the company that he or she would serve if elected. We do not anticipate that any director nominee will be unable to stand for election, but if that were to happen, the Board may reduce the size of the Board, designate a substitute or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director nominee will be cast for the substituted candidate.
Under our Bye-Laws, at any general meeting held for the purpose of electing directors at which a quorum is present, each director nominee receiving a majority of the votes cast at the meeting will be elected as a director.
If a nominee for director who is an incumbent director is not elected and no successor has been elected at the meeting, the director is required under our Bye-Laws to submit his or her resignation as a director. Our nomination and corporate governance committee would then make a recommendation to the full Board on whether to accept or reject the resignation.
If the resignation is not accepted by the Board, the director will continue to serve until the next annual general meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.
If the director’s resignation is accepted by the Board, then the Board may fill the vacancy. However, if the number of nominees exceeds the number of positions available for the election of directors, the directors so elected shall be those nominees who have received the greatest number of affirmative votes cast at the virtual Annual General Meeting or by proxy.

LOGO

FOR

Recommendation of the CompanyBoard of Directors

The board of directors unanimously recommends a vote “FOR” the election to the board of each of the director nominees.

Vote required: This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting.

2021 Proxy Statement        19

Corporate governance

Corporate governance guidelines

The Board has adopted Corporate Governance Guidelines (“Guidelines”) and Terms of Reference for our Chair and for our Chief Executive Officer, each of which is available in the corporate governance section of the company’s website. The Guidelines set forth the practices the Board follows with respect to, among other matters, the composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation and performance evaluation of the Board.

Code of conduct and directors’ code of conduct

As part of our ethics and compliance program, our Board has approved a code of ethics (the “Code of Conduct”) that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, as well as to our other officers and employees. The Code of Conduct is posted on the company’s website. In addition, we have adopted a separate Directors’ Code of Conduct that applies to all members of the Board. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Conduct for our directors and executive officers by posting such information on the company’s website. The company maintains a compliance reporting line, where employees and individuals outside the company can anonymously submit a complaint or concern regarding compliance with applicable laws, rules or regulations, the Code of Conduct, as well as accounting, auditing, ethical or other concerns.

Board leadership structure

As described in the Guidelines, the company’s business is conducted day-to-day by its officers, managers and employees, under the direction of the Chief Executive Officer and the oversight of the Board, to serve the interest of our clients and enhance the long-term value of the company for its shareholders. The Board is elected by the shareholders to oversee our management team and to seek to assure that the long-term interests of the shareholders are being served. In light of these differences in the fundamental roles of the Board and management, the company has chosen to separate the Chief Executive Officer and Board Chair positions. The Board believes separation of these roles: (i) allows the Board to more effectively monitor and evaluate objectively the performance of the Chief Executive Officer, such that the Chief Executive Officer is more likely to be held accountable for his performance; (ii) allows the non-executive Chair to control the Board’s agenda and information flow; and (iii) creates an atmosphere in which other directors are more likely to challenge the Chief Executive Officer and other members of our senior management team. For these reasons, the company believes that this board leadership structure is currently the most appropriate structure for the company. Nevertheless, the Board may reassess the appropriateness of the existing structure at any time, including following changes in board composition, in management or in the character of the company’s business and operations.

Director recruitment

The nomination and corporate governance committee identifies and adds new directors using the following process:

LOGO

The committee reviews and updates its criteria for prospective directors based on succession planning for directors, to fill gaps in skill sets among current directors and to address new or evolving needs of the company. The committee then utilizes each of the following recommendations to determine the candidates for consideration:

•  Directors

•  Independent search firms

Candidates meet with the committee members, the Board Chair, the other Board members and the CEO who assess candidates based on several factors, including whether the candidate has skills that will assist the company in seeking to meet its long-term strategic objectives and will bring diversity of thought and the desired qualifications to our Board. While the Board has no formal policy regarding diversity, as the Board reviews its needs for additional directors, the Board routinely considers gender, ethnic and other diversity factors.

20        Invesco Ltd.

LOGO

Due diligence is conducted, including soliciting feedback on potential candidates from persons outside the Company. Qualified candidates are presented to the Board of Directors.

Three new directors and one director nominee since 2019 adding the following skills and traits to our Board:

•  Gender and geographic diversity

•  International experience

•  Accounting and financial reporting

•  Technical - government, legal, regulatory and technology

•  Strategy and execution

•  Industry experience

•  Executive leadership

The nomination and corporate governance committee believes there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position on the Board, including that such nominee:

be an individual of the highest integrity and have an inquiring mind, a willingness to ask hard questions and the ability to work well with others;
be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
be willing and able to devote sufficient time to the affairs of the company and be diligent in fulfilling the responsibilities of a director and Board committee member; and
have the capacity and desire to represent the best interests of the shareholders as a whole.

The committee will consider candidates recommended for nomination to the Board by shareholders of the company. Shareholders may nominate candidates for election to the Board under Bermuda law and our Bye-Laws. The manner in which the committee evaluates candidates recommended by shareholders would be generally the same as any other candidate. However, the committee would also seek and consider information concerning any relationship between a shareholder recommending a candidate and the candidate to determine if the candidate can represent the interests of all of the shareholders. For further information regarding deadlines for shareholder proposals, see Important additional information — Shareholder proposals for the 2022 annual general meeting on page 88.

Director orientation and continuing education and development

When a new independent director joins the Board, we provide an orientation program for the purpose of providing the new director with an understanding of the strategy and operations of the company. To assist the directors in understanding the company and its industry and maintaining the level of expertise required for our directors, the company ‘s management team makes presentations during Board meetings relating to the competitive and industry environment and the company’s goals and strategies. In addition, at most meetings the Board receives presentations on various topics related to key industry trends, topical business issues and governance.

Each director is encouraged to participate in continuing education programs for public company directors sponsored by nationally recognized educational organizations not affiliated with the company. The cost of all such continuing education is paid for by the company.

Board evaluation process

LOGO

The Board engages an independent external advisor to coordinate the Board’s self-assessment by its members. The advisor has each director review a questionnaire and then performs one-on-one confidential interviews with directors. In addition to the questionnaires and interviews of each director, interviews are also conducted with those members of executive management who attend Board meetings on a regular basis.

The advisor prepares and presents a report to the Board, which discusses the findings of the advisor based upon its reviews.

The Board then discusses the evaluation to determine what action, if any, could further enhance the operations of the Board and its committees.

2021 Proxy Statement        21

Shareholder engagement

Why we engage

One of our key priorities is ensuring robust outreach and engagement with our shareholders in order to:

Provide transparency into our business, governance practices and compensation programs
Determine which issues are important to our shareholders and share our views on those issues
Identify emerging trends or issues that may impact our business and influence our practices

How we engage

LOGO

Investor relations and senior management

We provide institutional investors with many opportunities to provide feedback to senior management by participating in conferences, one-on-one and group meetings throughout the year.

LOGO

Shareholders

Consistently for many years, we have engaged with representatives of our major shareholders through conference calls that occur outside of proxy season. These exchanges cover our executive compensation program, risk management, ESG, strategic planning processes and current and emerging governance practices generally and specifically with respect to Invesco.

  

As investment professionals, we know the value of engaging with companies and seek to maintain an active and open dialogue with our shareholders. Although in 2020 we were not able to engage in person with our shareholders, we were able to virtually engage with them. We attempt to incorporate and address the feedback

we receive from our shareholders into our practices. We look forward to continuing to expand our shareholder outreach efforts.

How we interact

•  Conference attendance

•  Investor meetings

•  One-on-one meetings with shareholders

•  Outreach, calls and meetings with investor corporate governance departments

•  Universal access to an email address for shareholders who wish to contact our Board

Topics discussed

•  Company performance and progress against our long-term strategy

•  Executive compensation program

•  Current and emerging corporate governance practices and industry trends, including ESG considerations

•  Risk management

•  Strategic planning

•  Regulatory considerations

•  Board composition and leadership structure

In addition to Martin L. Flanagan, whoseour year-round shareholder engagement, we also conduct a targeted shareholder and proxy adviser outreach in the Fall of each year. See Shareholder and proxy advisory engagement and feedback below for more information on this outreach and related findings.

22        Invesco Ltd.

Communications with the Chair and other non-executive directors

Any interested party may communicate with the Chair of our Board or our non executive directors as a group at the following address:

Invesco Ltd.

1555 Peachtree Street N.E.

Atlanta, Georgia 30309

Attn: Office of the Company Secretary, Legal Department

Communications will be distributed to the Board, or to any of the Board’s committees or individual directors as appropriate, depending on the facts and circumstances of the communication. In that regard, the Invesco Board does not receive certain items which are unrelated to the duties and responsibilities of the Board.

In addition, the company maintains the Invesco Compliance Reporting Line for its employees or individuals outside the company to report complaints or concerns on an anonymous and confidential basis regarding questionable accounting, internal accounting controls or auditing matters and possible violations of the company’s Code of Conduct or law. Further information about the Invesco Compliance Reporting Line is available at the company’s website. The information on the company’s website is not intended to form a part of, and is not incorporated by reference into, this proxy statement.

Non-employees may submit any complaint regarding accounting, internal accounting controls or auditing matters directly to the audit committee of the Board of Directors by sending a written communication addressed to the Audit Committee at the address set forth above.

Board’s role in risk oversight

The Board has oversight responsibility for the company’s risk management processes including the monitoring of the company’s overall risk profile. Though Board committees address specific risks and risk processes within their purview, the Board has not delegated risk oversight to a committee as full Board engagement supports appropriate consideration of risk in strategy setting and a more holistic understanding of risk across the enterprise.

Invesco is committed to continually strengthening and evolving our risk management activities to ensure they keep pace with business change and client expectations. We believe a key factor in our ability to manage through challenging market conditions and significant business change is our integrated and global approach to risk management. Risk management is embedded in our day-to-day decision-making as well as our strategic planning process while our global risk management framework enables consistent and meaningful risk dialogue up, down and across the company. Our framework leverages two governance structures: (i) our Global Performance and Risk Committee oversees the management of core investment risks; and (ii) our Corporate Risk Management Committee oversees the management of all other business and strategy related risks. A network of regional, business unit and specific risk management committees, with oversight of the Corporate Risk Management Committee, provides ongoing identification, assessment, management and monitoring of risk that ensures both broad as well as in-depth, multi-layered coverage of the risks existing and emerging in the various domains of our business.

One of these risk management committees, the Global Security Oversight Committee, provides executive level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. Important to these programs is our investment in threat-intelligence, our active engagement in industry and government security-related forums and our utilization of external experts to challenge our program maturity, assess our controls and routinely test our capabilities.

The Board reviews and discusses with executive and senior management risk management information and reporting provided, at least quarterly, by the Global Performance and Risk Committee and the Corporate Risk Management Committee. The Board also reviews and approves the company’s risk appetite statement and crisis management framework. By receiving these reports, the Board maintains a practical understanding of the company’s risk management processes, overall risk profile and risk culture. In addition, Board and committee agenda business-related topics include discussion of the risks in our ongoing business as well as those introduced by new business developments. Through this regular and consistent risk communication and dialogue, the Board seeks to maintain reasonable assurance that all material risks of the company are being addressed and that the company is fostering a risk-aware culture in which effective risk management is embedded in the business.

2021 Proxy Statement        23

Our risk management framework

LOGO

In addition, the compensation committee annually assesses the risks of our compensation policies and practices. The compensation committee has concluded our policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company. In reaching this conclusion, the compensation committee considered the input of a working group comprised of representatives from our human resources and finance departments that reviewed each of Invesco’s compensation plans.

Invesco’s compensation programs are designed to reward success over the long-term, promote a longer-term view of risk and return in decision making and seeks to protect against incentives for inappropriate risk taking. Examples of risk mitigation in our compensation program design include:

Consideration of multiple performance metrics in establishing the company-wide annual incentive pool each year, so no one metric creates an undue reward that might encourage excessive risk taking;
The vast majority of investment professional bonus plans have multi-year measurement periods and are weighted to longer-term performance, caps on earnings and discretionary components;
Sales and commission plans generally contain multiple performance measures and discretionary elements; and
Executives receive a substantial portion of compensation in the form of long-term equity that vests over multi-year periods. Time-based equity awards vest ratably over a four-year period. Performance-based equity awards for executive officers are subject to a three-year performance period and three-year cliff vesting. The achievement of financial performance for the performance-based equity awards must be certified by the compensation committee and the awards are subject to a clawback. Executive officers are also subject to our stock ownership policy.

The audit committee routinely receives reports from the control functions of finance, legal, compliance and internal audit. The Global Head of Internal Audit reports to the Chair of the audit committee. The audit committee oversees the internal audit function’s planning and resource allocation in a manner designed to ensure testing of controls and other internal audit activities are appropriately prioritized in a risk-based manner. The audit committee also seeks to assure that appropriate risk-based inputs from management and internal audit are communicated to the company’s independent public auditors.

Cyber security

At a time when cyber threats are considered one of the most significant risks facing financial institutions, we continue to invest in our security capabilities to keep clients, employees, and critical assets safe, uphold privacy rights, and enable a secure and resilient business. We have a designated Global Chief Security Officer and have a global security program that combines information (including cyber) security, physical security, privacy, business recovery and operational resilience, and strategy and reporting under a single umbrella supported by an intelligence function that provides timely threat information.

Our information security program, led by our Chief Information Security Officer, is designed to oversee and maintain all aspects of information security risk and seeks to ensure the confidentiality, integrity and availability of information assets. This includes the implementation of controls aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks and protect these information assets. We have an incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a breach.

24        Invesco Ltd.

We are rooted in the belief that our role as one of the world’s leading independent investment management organizations is to serve as a trusted partner to our clients, shareholders, employees and communities, including our natural environment. We recognize that ESG matters greatly — it matters to us.

Environmental, social and governance (“ESG”) responsibility

Invesco’s commitment to ESG investment stewardship

Environmental, social and governance (“ESG”) investing is a fundamental commitment at Invesco. Invesco employs a purposeful, holistic and integrated approach to ESG investment stewardship. Our fundamental belief is that ESG investing is an essential part of the solution to a sustainable future. We view it as an important agent of change in driving a holistic perspective on the investment industry’s role in creating value.

Sustainable value creation and effective risk mitigation are fundamental to our purpose to deliver an investment experience that helps people get more out of life. As a result, our focus is on integrating ESG into the heart of our investment process, with our investment teams making decisions every day on how to manage this integration. Invesco has been implementing ESG investment strategies for over 30 years and today we deliver these strategies through a number of products and mandates:

•  equities

•  alternatives

•  bespoke investment solutions

•  fixed income

•  real estate

•  multi-asset

•  ETFs

Our commitment goes far beyond delivering specific ESG investment solutions – it goes to:

•  the way we work with our clients to realize the value they seek;

•  how we use our leverage in important areas such as portfolio company engagement and proxy voting; and

•  our work to achieve specific client needs, using skills such as our self-indexing capabilities to provide the right ESG solutions.

To that end, Invesco is a signatory to a number of leading ESG investment organizations, including:

LOGO

What is Invesco doing to put ESG at the forefront of our role as investors?

1ESG INTEGRATION EVERYWHERE
Various aspects of ESG have an impact on sustainable value creation, as well as risk management. We aspire to incorporate ESG considerations in all our investment capabilities and processes. In general, investment teams incorporate ESG considerations as one input to their investment process as part of the evaluation of ideas, company dialogue and portfolio monitoring. As such, assessment of ESG aspects is incorporated into the wider investment process as part of a holistic consideration of the investment risk and opportunity. ESG aspects may therefore be considered alongside other economic drivers when evaluating the attractiveness of an investment. Our investment managers have absolute discretion in taking a view on any given ESG risk or opportunity.
2BENEFITING FROM DIVERSITY OF THOUGHT
We value diversity of thought so our ESG implementation is not generic. Our Global ESG team functions as a center of excellence, setting standards and providing specialist insights on research, engagement, voting, integration, tools, client and product solutions. Invesco��s Chief Investment Officers and teams leverage this resource to tailor and implement ESG approaches relevant to their asset classes and investment styles.
3USING OUR INFLUENCE
Much of our work is rooted in fundamental research and frequent dialogue with companies making Invesco well placed to use our ESG expertise and beliefs in ways that drive corporate change. As a provider of both active and passive strategies, we amplify our active votes as our passive vote typically follows the largest active holder. In addition to corporate change we also participate in extensive industry dialogue to influence systemic industry developments.

2021 Proxy Statement        25

4

A TRACK RECORD TO BUILD ON

We have a recognized ESG track record. For the last four consecutive years, we’ve achieved an A+ rating from the PRI (Principles for Responsible Investment) for our strategy and governance. In Private Markets, over the last five years, Invesco Real Estate has been recognized by GRESB as a global leader in its sustainable management of buildings.

5

CLIMATE AS A FOCUS TOPIC

Climate change is a key focus for us and our clients. Invesco has committed to the Task Force on Climate-related Financial Disclosures and we are part of the solution by supporting and investing in companies that are allocating capital towards the transition. For more detail please see our Climate Change Report on our company website.

6

A COMMITMENT TO SOLUTIONS

Increasingly, our clients want us to provide the means for them to explicitly express their own ESG values through investment vehicles. We will continue to develop innovative solutions and products to deliver for them. Already, we manage more than $34 billion1 in dedicated sustainable investing strategies and we will continue to build on our experience.

For more information regarding Invesco’s ESG investment stewardship, please see our most recent ESG Investment Stewardship Report on the company’s website.

Invesco’s corporate stewardship

At Invesco, corporate stewardship matters. Our efforts are motivated by the belief that doing what is right for the environment, our people and the communities in which we have a presence helps us deliver positive outcomes for our shareholders. Our senior leaders and our employees are committed to the communities where we live, work and volunteer. We actively partner with non-profits, start-ups and other organizations to strengthen our communities. Our areas of focus are:

•  improving financial education,

•  protecting the environment,

•  promoting environmental sustainability,

•  championing diversity and inclusion in our industry and our company, and

•  supporting and collaborating with local civic and community organizations.

Through Invesco Cares and Environmental Green Teams, local Invesco offices identify areas of need that are unique to each specific community. Our Environmental Green Teams focus on preserving and improving the environment by focusing on reducing carbon emissions, eliminating plastic consumption, promoting waste awareness and recycling electronic computers and laptops. These groups also volunteer to clean up local community parks, plant trees and clean up marine areas around the globe. The Invesco culture encourages employees to go beyond their work responsibilities, and join with like-minded colleagues, to make an impact in communities we serve. Invesco Cares partners with local charitable organizations around the globe through volunteering, sharing our skills, and raising funds to improve the local communities where we work.

Invesco strives to align with the Global Reporting Initiative (GRI) standard reporting guidelines and Sustainability Accounting Standards Board (SASB) metrics for Asset Management & Custody Activities as further detailed in our Corporate Social Responsibility Report, which is available on the company website.

For 2019, Invesco offset

20,994 tons of carbon

dioxide emissions

through our partnership

with ClimateCare,

representing all of our air

and rail travel purchased through our third-party

travel agency, which

represents the majority

of our air and rail travel

for 2019.

Invesco’s commitment to the natural environment

Operating environmentally responsibly is fundamental to our corporate stewardship. Invesco seeks to help protect our natural environment by implementing and maintaining environmental management processes – for example, at Invesco offices we aim to reduce utility consumption and carbon emissions, promote energy efficiency and utilize appropriate waste management practices.

Invesco has a structured program that monitors our environmental impact, gathers ideas and suggestions for improving our global environmental management practices and approves initiatives. Invesco maintains global objectives and regional targets which are monitored to seek to ensure the continual improvement of our impact on the environment. Our commitments and objectives are detailed in our Global Corporate Carbon Emissionsand Environmental Policy Statement which is available on the company’s website.

1 As of December 31, 2020

26        Invesco Ltd.

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1

2020 Assessment Report for Invesco Ltd., PRI

Commitment to inclusion and diversity

Fundamentally, we believe that in order to best help our clients and employees get more out of life, our workforce should reflect the diversity of people and perspectives of the communities we serve. We believe that diversity and inclusion are both moral and business imperatives. At Invesco, we are committed to improving diversity and inclusion across our global business.

Our 4 pillar approach to diversity and inclusion

At Invesco, there are four key components to our diversity and inclusion (“D&I”) strategy, focusing on:

1  

Purpose and

priorities

Ensuring D&I is a key part of who we are and how we operate

  2  

Talent

Enhancing diversity and representation by focusing on the recruitment and advancement of diverse colleagues

  3  

Belonging

Ensuring an inclusive culture where all colleagues feel safe and supported

  4  

Client and

community

Moving our industry and our communities forward

We know that success requires the participation of all Invesco colleagues, and these guiding principles allow us to coordinate efforts across the organization, in every region in which we operate.

Purpose and priorities

Ensuring that every Invesco colleagues has a clear role to play in our D&I efforts is critical to our success. This begins at the top, where our CEO and each one of our Senior Managing Directors continue to have diversity and inclusion embedded in their annual performance goals. Executives also lead and sit on our newly formed Diversity & Inclusion Executive Committee, helping to push our agenda further and drive accountability into the organization.

From 2017 to 2020,

we have increased

female representation

of senior managers from

26% to 33% globally.

Talent

Increasing diverse talent has been a key focus since we formally launched our diversity and inclusion initiatives.

•  We recently set forth above undera target of 35% female representation of senior managers, which we seek to achieve by 2022. We were at 33% as of December 2020.

•  We have also expanded our development programs, adjusting our Women in Leadership program to a virtual format in a remote working environment, which meant we could double the number of participants.

•  We continued our pursuit of reaching our set target of diverse candidate slates and interview panels for new hires.

Belonging
While representation of diverse colleagues is a key focus, we know that success goes hand in hand with an inclusive culture. To that end, we have committed to getting all Invesco colleagues through Unconscious Bias training by the end of 2021. In addition, we launched 6 new Business Resource Groups in 2020, bringing our global number to 9. We believe these groups are critical to the success of our culture, allowing employees to build communities and help drive inclusion and engagement at a grassroots level.

2021 Proxy Statement        27

Client and community

2020 marked a shift in our diversity and inclusion efforts as we began to cast an eye externally, focusing on how we can drive our communities forward. Be it through the creation of specific products geared toward underrepresented communities, the expansion of our supplier diversity program, or signing pledges like the State of Connecticut Corporate Call to Action, we aim to create more diverse and inclusive communities where we operate. We also work with a variety of external partners with the goal of improving diversity and inclusion both within Invesco and across our industry. For example, we are active members in a number of local or regional public or industry initiatives such as the UK and North America Asset Management Diversity Project, of which Invesco was a founding member.

Measuring success

All of these efforts are sponsored by our CEO and senior managing directors, supported by our senior leaders across the business, cascaded to our employees and captured in the firm’s business plans and leadership objectives. We know the importance of measuring our progress and have expanded our efforts by launching our first ever demographic data capture survey. Launched in October of 2020, all Invesco colleagues are invited to confidentially disclose their demographic data such as race and ethnicity, gender identity, sexual orientation, caregiver status, military service, neurodiversity, and more. We plan to use this data to track the experience of different population groups throughout the organization and seek to ensure equity across all groups at all levels.

We continue to track inclusion through employee surveys. We find a high level of engagement across groups and allow the results of these surveys to drive our inclusion goals and strategy for the year. In 2021, Invesco will continue to conduct “pulse surveys” to monitor, among other factors, our inclusion efforts and employee engagement.

A note on responding to the challenges of 2020

2020 hit our global community with multiple crises and our diversity and inclusion framework and employee networks were critical to our response. From the Covid-19 pandemic, to the racial reckoning in North America, many of our colleagues experienced difficulty operating “business as usual.” Our first priority was, and remains, the health and wellness of our employees, and a wide range of programs were put in place to support the mental wellbeing of our employees and the challenges they faced working remotely. In addition:

We successfully pivoted to a virtual workforce in March of 2020, and remained virtual through year-end in many of our global locations.

We transitioned all of our development programs, including Unconscious Bias training, traditional mentoring programs, reverse mentoring programs, Women in Leadership, and all business resource group events, to a virtual platform. While attrition may have been expected, we are proud to state that all of these programs increased in size as compared to 2019.

We launched a comprehensive action plan to increase racial representation and inclusion, created in coordination with the North America Invesco Black Professionals Network and the D&I Executive Council. Our strategy focuses on broad education for our employee base, increasing representation of minority colleagues through expanded partnerships and metrics-based goals, and partnering with our clients to move our industry forward. In addition, we offered June 19th (“Juneteenth”) as an optional holiday for all US employees; a tradition we will carry forward in 2021 and beyond.

We created and sustained employee matching programs based on community feedback of where employees felt their giving would have the biggest impact.

Our Working Families Network worked in coordination with Invesco Human Resources to provide support to parents trying to juggle remote work, childcare and virtual learning, including encouraging flexible schedules and a reduction of hours.

These examples are a sampling of the intersection between our inclusion work and our ability to respond to employee needs in real time and highlight the criticality of having a strong and agile D&I program at Invesco.

28        Invesco Ltd.

Information about the executive officers of the company

In addition to Martin L. Flanagan, whose information is set forth above under Information about Director Nominees, the following is a list of individuals serving as executive officers of the company as of the date of this Proxy Statement. All company executive officers are elected annually by the Board and serve at the discretion of the Board or our Chief Executive Officer.

 

LOGO

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Kevin M. Carome

Senior Managing Director

and General Counsel

Age                 Tenure

64                    18 Years

 

Kevin M. Carome

Kevin Carome has served as general counsel of our company since 2006. Previously, he was senior vice president and general counsel of Invesco’s U.S. retail business from 2003 to 2005. Prior to joining Invesco, Mr. Carome worked with Liberty Financial Companies, Inc. (LFC) where he was senior vice president and general counsel from 2000 through 2001. He joined LFC in 1993 as associate general counsel and, from 1998 through 2000, was general counsel of certain of its investment management subsidiaries. Mr. Carome began his career at Ropes & Gray. He is a trustee of the U.S. Powershares ETFs and a director of ICI Mutual Insurance Company, the U.S. investment management industry captive insurer. He earned two degrees, a B.S. in political science and a J.D., from Boston College.

Kevin M. CaromeLOGO

L. Allison Dukes

Senior Managing Director

and General CounselChief Financial Officer

 

Age                 Tenure

62                                16 Years46                    1 Year

L. Allison Dukes

Allison Dukes has served as senior managing director and chief financial officer of our company since August 2020. Her current responsibilities include finance, accounting, tax, investor relations, corporate strategy and Invesco’s private markets platform. Prior to joining Invesco, Ms. Dukes served as chief financial officer of SunTrust from February 2018 to December 2019 when SunTrust merged with BB&T Bank to become Truist. As chief financial officer, Ms. Dukes oversaw all corporate finance functions, including corporate development, corporate tax, corporate real estate, strategic planning, investor relations and treasury. Prior to becoming chief financial officer, Ms. Dukes served as head of Commercial & Business Banking for SunTrust from January 2017 to February 2018 which included delivery of SunTrust’s investment banking and capital markets capabilities offered by SunTrust Robinson Humphrey. Prior to her role as head of Commercial & Business Banking, she served as president and chief executive officer of the Atlanta Division of SunTrust from January 2015 to January 2017 and executive vice president and co-head of the Private Wealth Management business from January 2013 until December 2014. Ms. Dukes also currently serves as a director of Haverty Furniture Companies, Inc. She earned a B.S. degree in mathematics from Vanderbilt University and a Master of Business Administration from the Goizueta Business School at Emory University.

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Mark Giuliano

Senior Managing Director

and Chief Administrative

Officer

Age                 Tenure

59                    5 Years

 

Mark Giuliano

Mark Giuliano has served as a senior managing director since 2019 and has served as chief administrative officer since 2018. Previously he served as Invesco’s Chief Security Officer and Managing Director and Global Head of Security, Technology and Operations from 2016 to 2018. His responsibilities include overseeing Technology, Investment Operations, North America Transfer Agency, Global Security, Global Corporate Services and Invesco Trust Company Departments. Mr. Giuliano joined Invesco in 2016 after serving over 28 years with the Federal Bureau of Investigation (FBI). While at the FBI, Mr. Giuliano served in a number of leadership roles, including Special Agent in charge of the Atlanta division and executive assistant director of the National Security Branch, before retiring as the Deputy Director and Chief Operating Officer. Mr. Giuliano earned a degree in business economics from the College of Wooster.

2021 Proxy Statement        29

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Andrew T.S. Lo

Senior Managing Director

and Head of Asia Pacific

Age                   Tenure

59                     27 Years

  

Andrew T.S. Lo

Andrew T. S. Lo has served as head of Invesco Asia Pacific since 2001. He joined our company as managing director for Invesco Asia in 1994. Mr. Lo began his career as a credit analyst at Chase Manhattan Bank in 1984. He became vice president of the investment management group at Citicorp in 1988 and was managing director of Capital House Asia from 1990 to 1994. Mr. Lo was ChairpersonChair of the Hong Kong Investment Funds Association from 1996 to 1997 and a member of the Council to the Stock Exchange of Hong Kong and the Advisory Committee to the Securities and Futures Commission in Hong Kong from 1997 to 2001. He earned a B.S. and an MBA from Babson College in Wellesley, Massachusetts.

Andrew T.S. LoLOGO

Gregory G. McGreevey

Senior Managing Director,

and Head of Invesco

Asia PacificInvestments

 

Age                 Tenure

57                                2558                    10 Years

LOGO  

Gregory G. McGreevey

Gregory G.Greg McGreevey has served as senior managing director, Investments, since March 2017, with responsibility for certain of Invesco’s global equity investment teams, equity trading, fixed income, Global Performance and Risk Group and investment administration. Previously, he was chief executive officer of Invesco Fixed Income from 2011 to March 2017. Prior to joining Invesco, Mr. McGreevey was president of Hartford Investment Management Co. and executive vice president and chief investment officer of The Hartford Financial Services Group, Inc. from 2008 to 2011. From 1997 to 2008, Mr. McGreevey served as vice chairman and executive vice president of ING Investment Management – Americas Region, as well as business head and chief investment officer for ING’s North American proprietary investments and chief executive officer of ING Institutional Markets. Before joining ING, Mr. McGreevey was president and chief investment officer of Laughlin Asset Management and president

Gregory G. McGreevey

Senior Managing Director,

Investments

Age                             Tenure

56                                8 Years

and chief operating officer of both Laughlin Educational Services and Laughlin Analytics, Inc. Mr. McGreevey currently serves as a director of Invesco Mortgage Capital Inc. He is a Chartered Financial Analyst. Mr. McGreevey earned a B.B.A. from the University of Portland and an M.B.A. from Portland State University.

LOGO

Colin D. Meadows

Senior Managing

Director and Head of

Digital Ventures

Age                 Tenure

50                    15 Years

30

LOGO  

Colin D. Meadows

Colin Meadows has served as senior managing director and head of Digital Ventures since 2020 overseeing our commercial software and venture capital businesses. Previously, Mr. Meadows served as Head of Invesco Global Institutional and Private Markets from 2015 to 2020 overseeing our global institutional platform and Global Institutional platforms since 2015. Mr. Meadows is also responsiblewith direct responsibility for our digital wealth efforts, including JemstepAmericas institutional business as well as our real assets and Intelliflo and directs the firms corporate development strategy.private equity businesses. Previously, he also served as chief administrative officer of Invesco from 2006 to November 2018. In September 2008, he expanded his role with responsibilities for operations and technology. In April 2014, his role further expanded to head alternative investments for the company. Mr. Meadows came to Invesco from GE Consumer Finance where he was senior vice president of business development and mergers and acquisitions. Prior to that role, he served as senior vice president of strategic planning and technology at Wells Fargo Bank. From 1996 to 2003, Mr. Meadows was an associate principal with McKinsey & Company, focusing on the financial services and venture capital industries, with an emphasis in the banking and asset management sectors. Mr. Meadows earned a B.A. in economics and English literature from Andrews University and a J.D. from Harvard Law School.

30        Invesco Ltd.

Colin D. MeadowsLOGO

Andrew R. Schlossberg

Senior Managing Director

and Head of Private Markets

and Global Institutionalthe Americas

 

Age                     Tenure

48                                    1347                        20 Years

 

 

LOGO  

Andrew R. Schlossberg

Andrew Schlossberg has served as senior managing director and head of the Americas since March 2019. In addition, Mr. Schlossberg has responsibility for the firm’s exchange-traded funds capabilities globally and for human resources. Previously, he was senior managing director and head of EMEA (which includes the UK, continental Europe and the Middle East) from 2016 to March 2019. Mr. Schlossberg joined Invesco in 2001 and has served in multiple leadership roles across the company, including his previous position as Head of US Retail Distribution and global exchange-traded funds for Invesco. He has also served as U.S. chief marketing officer, head of Global Corporate Development (overseeing business strategy and mergers and acquisitions), and in leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions. Prior to joining Invesco, Mr. Schlossberg worked with Citigroup Asset Management and its predecessors from 1996 to 2000. He earned a B.S. in finance and international business from the University of Delaware and an M.B.A. from the Kellogg School of Management at Northwestern University.

Andrew R. SchlossbergLOGO

Doug J. Sharp

Senior Managing Director

and Head of the AmericasEMEA

 

Age                 Tenure

45                                    1846                    13 Years

 

LOGO  

Doug J. Sharp

Doug Sharp has served as senior managing director and head of EMEA since March 2019 and is the Chair of the Board of Invesco UK (Invesco’s European Subsidiary Board). He has 1415 years’ experience in the asset management industry. Mr. Sharp joined Invesco in 2008 and has served in multiple leadership roles across the company, including his previous role as the Head of EMEA Retail. Prior to that, he ran Invesco’s Cross Border retail business, as well as serving as the global Head of Strategy and Business Planning and as Chief Administrative Officer for Invesco’s US institutional business. Mr. Sharp joined Invesco from the strategy consulting firm McKinsey & Company, where he served clients in the financial services, energy and logistics sectors. Mr. Sharp earned an M.B.A. from the Tuck School of Business at Dartmouth College, a master’s degree in accounting from Georgia State University and a B.A. in economics from McGill University.

Doug J. SharpRetired executive

LOGO

Loren M. Starr

formerly Senior Managing Director

Director and Head of EMEAChief

Financial Officer

 

Age                 Tenure

44                                    1159                    16 Years

  

 

31

LOGO

Loren M. Starr

Loren Starr hasretired from our company on March 1, 2021. Prior to this time, Mr. Starr had served as senior managing director and chief financial officer of our company since 2005. His current responsibilities include finance, accounting, tax, investor relations, corporate strategyfrom 2005 to August 1, 2020 and Invesco’s private markets platform.in an executive advisory role as Vice Chair from August 1, 2020 until his retirement. Prior to joining Invesco, he served from 2001 to 2005 as senior vice president and chief financial officer of Janus Capital Group Inc., after working as head of corporate finance from 1998 to 2001 at Putnam Investments. Prior to these positions, Mr. Starr held senior corporate finance roles with Lehman Brothers and Morgan Stanley & Co. He served as a past ChairpersonChair of the Association for Financial Professionals and is a member of the Chairmanboard of directors of the Georgia Leadership Institute for School Improvement. Mr. Starr also serves on the boards of the Atlanta Track Club and the Woodruff Arts Center. Mr. Starr was named one of the best US CFOs by Institutional Investor magazine. He earned a B.A. in chemistry and B.S. in industrial engineering from Columbia University, as well as an M.B.A. from Columbia and an M.S. in operations research from Carnegie Mellon University.

.

Loren M. Starr

Senior Managing Director

and Chief Financial Officer

Age                                 Tenure

57                                    14 Years

LOGO2021 Proxy Statement        31

Mark Giuliano

Mark Giuliano has served as chief administrative officer since November 2018 and has served as Invesco’s Chief Security Officer since 2016. He was previously Managing Director and Global Head of Security, Technology and Operations. His responsibilities include overseeing Technology, Investment Operations, North America Transfer Agency, Global Security, Global Corporate Services and Invesco Trust Company Departments. Mr. Giuliano joined Invesco in 2016 after serving over 28 years with the Federal Bureau of Investigation (FBI). While at the FBI, Mr. Giuliano served in a number of leadership roles, including Special Agent in charge of the Atlanta division and executive assistant director of the National Security Branch, before retiring as the Deputy Director and Chief Operating Officer. Mr. Giuliano earned a degree in business economics from the College of Wooster.

    

Mark Giuliano

Chief Administrative

Officer

Executive compensation

Compensation discussion and analysis

Invesco’s executive compensation program is designed to align executive compensation with the long-term interests of our shareholders. This Compensation Discussion and Analysis (“CD&A”) provides shareholders with information about our business, 2020 performance, our disciplined approach to compensation and 2020 compensation decisions for our Named Executive Officers (“NEOs”) listed below. We refer to certain Non-GAAP measures throughout this section that are used in compensation decisions. Please refer to Appendix A of this Proxy Statement for information regarding these measures.

 

Age                                 Tenure

57                                    3 Years

Departing Executive Officer

LOGO

Philip A. Taylor

Philip Taylor has served as vice chair since March 2019. In his role as vice chair, Mr. Taylor continues to oversee activities in connection with the planned acquisition of Oppenheimer Funds and the succession of Mr. Schlossberg into Mr. Taylor’s former role with the company. Previously, he served as senior managing director and head of Invesco’s Americas business from 2012 to March 2019 and had responsibility for the firm’s exchange-traded funds capabilities globally and for human resources. Prior to becoming Head of Americas, Mr. Taylor served as Head of Invesco’s North American Retail business since 2006. He joined Invesco Canada in 1999 as senior vice president of operations and client services and later became executive vice president and chief operating officer. He was named chief executive officer of Invesco Canada in 2002. Mr. Taylor is a member of the dean’s advisory council of the Schulich School of Business and is involved in a number of music, arts and cultural activities in Canada. Mr. Taylor received a Bachelor of Commerce degree from Carleton University and an M.B.A. from the Schulich School of Business at York University.

Philip A. Taylor

Vice Chair

(formerly Senior

Managing Director and

Head of the Americas)

Age                                 Tenure

64                                    20 Years

32

Executive Compensation

LOGO

  

LOGO

Compensation discussion and analysisLOGO

LOGO

LOGO

LOGO

This Compensation Discussion and Analysis (“CD&A”) provides information about Invesco’s business, 2018 financial performance, our disciplined approach to compensation and 2018 compensation decisions for our Named Executive Officers (“NEOs”) listed below.

Martin L. Flanagan  Loren M. StarrL. Allison Dukes1  Andrew T.S. Lo

Gregory G.

McGreevey

Senior Managing Director,

Investments

Andrew R.

Schlossberg

Senior Managing Director and

Head of the

Americas

Loren M. Starr2

President and Chief

Executive Officer

(“CEO”)

  Senior Managing DirectorSenior Managing Director
Executive Officer (“CEO”)and Chief Financial Officer (“CFO”)  

Senior Managing Director and Head

of Asia Pacific

Retired Vice Chair, Former Senior Managing Director and Chief

Financial Officer

1

Ms. Dukes was appointed Senior Managing Director and Chief Financial Officer effective August 1, 2020.

2

Mr. Starr transitioned from his role as Senior Managing Director and Chief Financial Officer to an executive advisory role of Vice Chair effective August 1, 2020. He served as Vice Chair until his retirement from the company on March 1, 2021.

Contents

Executive summary33

LOGO

Introduction

36
Invesco shareholder value framework36
Shareholder and proxy advisory engagement and feedback36

LOGO

Our compensation framework

39
How the committee uses its judgment in making incentive compensation decisions39
Invesco 2020 performance41
Company scorecard results for 2020 – aligning pay with results41
2020 NEO total annual compensation summary – aligning pay to results43
NEO variable pay is at risk44

LOGO

NEO pay outcomes and performance summaries

45
We link pay and performance45
CEO pay is aligned to financial performance46
Other NEO pay and performance47

LOGO

The committee’s process for determining executive compensation52
Gregory G. McGreevey

LOGO

  Philip A. Taylor

Our compensation components

54

LOGO

Our compensation philosophy and objectives

55
Compensation philosophy55
Performance-based equity awards55
Market data57

LOGO

Our compensation policies and practices

58
Summary of executive compensation practices58
Stock ownership policy58
Hedging policy58
Clawback policy58
Benefits59
Perquisites59
Tax reimbursements59
Tax deductibility of compensation59
Employment agreements59
Potential payments upon termination or change in control60

32        Invesco Ltd.

 Executive summary

Pay for 2020 is aligned with performance, reflecting a year of challenged financial performance due to the COVID-19 pandemic, a challenging industry environment and only partially achieving our 2020 goals, offset by management’s response to COVID-19 for our employees and clients and, later in the year, the return of positive flows and improved investment performance.

2020 Financial performance (year-over-year change)1

           
Adjusted  Adjusted  Adjusted  Ending 
operating income2    operating margin2    diluted EPS2    AUM         
$1.7 billion  37.0%  $1.93  $1.35T 
(+0.5%)  (-0.5 percentage point)  (-24%)  (+10%) 
           

More information regarding select financial performance highlights is located on page 41.

•The impact of the COVID-19 pandemic, investment performance challenges in some of our active equity and alternative strategies and disappointing flows in our retail channel hindered our ability to achieve our 2020 goals. We were disappointed that we were unable to grow revenue and adjusted operating income when adjusted for the additional five months of Oppenheimer financials included in 2020 versus 2019.
•The compensation committee viewed the year holistically and considered management’s response to COVID-19 for our employees and clients, the plan to reduce adjusted operating expenses by $200 million, actions to improve underperforming active equity funds and reduce complexity of cross-functional activities and, later in the year, return of positive flows and improving investment performance.
•The compensation committee did not change the goals or targets set early in 2020.

Total CEO pay decreased

 

   

93%

 

   

60%

 

         

9.4%

 

    

of CEO’s 2020

pay is variable

    

of CEO’s 2020 equity is

performance-based

  
from 2019   

  Invesco’s responsiveness in 2020

Progress on corporate strategy

•  Prioritized the health and wellbeing of our

•  Continued to offer our clients diverse solutions to

  
Senior Managing Director,

employees

 Senior Managing Director

ensure they can remain resilient

  
Investments

•  Successfully pivoted to a work from home

 

•  Expanded our digital wealth solutions

environment

•  Executed a strategic restructuring to enhance

•  Leveraged more extensive digital engagement

efficiencies and Headpromote future growth

with our clients

•  Strengthened our balance sheet by paying down

•  Our board and senior management met informally

our credit facility to zero at December 31, 2020

on a weekly basis during the initial phase of the Americas

•  Focused on delivering exceptional investment

pandemic

performance by promoting a strong investment

•  Launched comprehensive action plan to increase

culture and changing underperforming strategies

racial representation and inclusion. Recognized

•  Added depth and experience to our board through

Juneteenth as optional US holiday

the addition of three new directors

  

  Company scorecard links performance to pay

We have sound compensation practices

•  Continued to use a company scorecard to assess

•  Pay practices align with shareholder interests

company performance on a quantitative basis

•  93% of our CEO pay is variable and 84 - 92% of our

•  Based on shareholder feedback, our 2020

other NEO pay is variable

company scorecard reflects fewer and more

•  Annual review of metrics to ensure drivers are

focused metrics as well as an easy to follow

meaningful for creating shareholder value

illustration to better understand pay decisions

•  In 2021, we will further refine our compensation

•  Throughout the year, our compensation

design, process and scorecard by focusing on

committee assessed performance against our

the most relevant metrics and providing more

goals and peer performance

transparency on the financial goals and actual

scorecard results

1

Financial results for 2019 include approximately 7 months of OppenheimerFunds financial results compared to 2020, which include 12 months of OppenheimerFunds financial results.

2

Adjusted financial measures are all non-GAAP financial measures. See the information in Appendix A regarding Non-GAAP financial measures.

 

Table of Contents  
       

  1  

 

Introduction

   34 
 

Invesco shareholder value framework

   34 
 

Shareholder engagement on executive compensation

   34 
 

2018 Executive compensation program enhancements

   35 
 

Aligning compensation with shareholder value

   37 
 

Incentive targets for CEO and senior managing directors

   37 
 

Invesco 2018 performance

   38 
 

NEO total annual compensation summary

   40 
 

Caps

   41 
 

Performance-based incentives

   41 
 

Pay-for-performance compensation structure for NEOs

   41 
    

 

  2  

 

Our Compensation Program

   42 
 

Compensation philosophy

   42 
 

Compensation components

   42 
 

Emphasis on deferrals

   43 
 

Performance-based equity awards

   43 
    

 

  3  

 

Compensation Determination Process

   45 
 

Determining NEO Compensation

   45 
 

Role of the compensation committee

   46 
 

Role of the independent compensation consultant

   46 
 

Role of the executive officers

   46 
 

Market data

   47 
 

Peer group composition

   47 
    

 

  4  

 

NEO Compensation and Performance Summaries

   48 
 

Linking pay and performance

   48 
 

CEO pay and financial performance

   49 
 

Other NEO pay and performance

   50 
    

 

  5  

 

Compensation Policies and Practices

   54 
 

Summary of executive compensation practices

   54 
 

Stock ownership policy, clawback policy, benefits, and perquisites

   54 
 

Tax deductibility of compensation

   55 
 

Employment agreements

   56 
 

Potential payments upon termination or change in control

   57 
2021 Proxy Statement        33

33

 

1

More about 2020, our responsiveness and executive pay

Covid-19 pandemic — compensation decisions

The pandemic and its ongoing effects have, not surprisingly, raised extraordinary compensation issues unlike any in our history. This is particularly true for the incentive compensation framework put in place before the pandemic and that has been severely impacted in ways that could not have been contemplated.

Throughout the pandemic, the committee regularly discussed how best to balance and fairly recognize management’s achievements to successfully navigate the pandemic, while recognizing the adverse impact on our shareholders and employees. During this unprecedented year, the committee noted our executives’ responsiveness – the executive team focused on what they could control – announcing a plan to reduce adjusted operating expenses by $200 million, initiating actions to improve underperforming equity funds, focusing on client interactions in a more digital way and supporting our global employees.

The committee’s assessment of company performance and individual achievements determine NEO compensation. The committee believes that our scorecard performance measures provide a key indicator of our performance. At the onset of 2020, having completed the integration of OppenheimerFunds, we set an aggressive plan for growth. As 2020 unfolded, the committee recognized that the effect of the pandemic on investor preferences, performance challenges in some of our active equity and alternative strategies and disappointing flows in our retail channel would hinder our ability to achieve all of our 2020 goals. Despite the impact of the pandemic, the committee did not change our executive officers goals or targets set at the beginning of the year.

 

  ConsiderationsApproach

As 2020 unfolded, the committee viewed the year holistically including:

 Introduction

The committee agreed on the following general philosophies in making decisions about the pandemic-impact on our executives’ compensation

•  The committee did not change goals or targets set at the beginning of the year

•  No changes on outstanding performance-based equity awards; no substitute awards

•  The retention and continued motivation of executives and senior staff is of paramount importance, given the skills needed to meet the continuing challenges of the pandemic and the changing asset management industry

•  how the executive management team responded to COVID-19 for employees and clients in the short and long-term

•  how the executive management team focused on what they could control

–  announcing our strategic evaluation that will reduce adjusted operating expenses by a net $200 million by the end of 2022

–  reducing the complexity of cross functional activities

–  addressing performance issues in our active equity complex

–  strengthening our ESG efforts

•  the improvement in investment performance during the second half of the year

•  the adverse impact of the pandemic on our shareholders, including the board’s decision to reduced our dividend rate to preserve cash, our net outflows during the first half of the year, and our volatile stock price

34        Invesco Ltd.

98%

of our employees say Invesco prioritized

their health and safety

How we supported our employees

•   Our top priority in 2020 was the health and wellbeing of our employees. We provided online resources for our employees to provide timely information and support.

•   At the onset of the pandemic, we seamlessly pivoted the vast majority of our workforce to a work from home environment with remote support allowing us to continue to serve clients and meet our regulatory obligations.

•   We conducted regular check-in surveys to understand the general wellbeing of our employees, their ability to perform their job and any work from home obstacles. These surveys provided critical insights about what aspects of our pandemic response have been effective in identifying concerns.

•   To stay in touch with our global employee base, we dramatically increased our employee communications including videos with senior management to provide updates on our business and to maintain a connection with our employees.

•   We created a global Return to Office task force that is charged with ensuring the safety of our global office locations. The task force is also charged with developing a framework of specific conditions necessary to enable a safe return to the office. The framework will be guided by science and the advice of our health authorities, best practices developed by businesses and compliance with applicable governmental restrictions and requirements.

Throughout this CD&A, we discuss our compensation program, compensation decisions and changes to our executive compensation program. We believe that the enhancements summarized below deliver meaningful improvements to our executive compensation program.

Summary of 2020 enhancements to our executive compensation program

•   Improved company scorecard. The company scorecard includes fewer and more focused goals. See page 42 for the company scorecard results.

•   CEO compensation cap. CEO cash bonus is capped at the lesser of $10 million or 30% of the CEO’s incentive pay.

•   Performance-based equity awards. 60% of equity awards are performance-based.

•   Updated peer groups. We implemented a new peer group for our 2020 performance-based awards. We also implemented a new compensation peer group for 2021. These peer groups emphasize pure asset management firms with significant business overlap and similar scale. See page 57 for a discussion about our updated peer groups.

•   Updated vesting matrix. We established an updated vesting matrix for our performance-based equity awards that more closely ties to the firm’s operating plan. See page 56 for our updated vesting matrix.

2021 Proxy Statement        35

LOGO Introduction

Invesco shareholder value framework

Invesco is committed to serving our clients and delivering long-term shareholder value. Our executives are able to directly influence key business drivers that create long-term shareholder value, recognizing that our financial results can be significantly impacted by movements in the global capital markets that are beyond our control. Invesco’s framework for long-term shareholder value creation is based primarily on:

 

LOGO  

Invesco shareholder value framework

Invesco is committed to creating long-term shareholder value. While our financial results are affected by global capital market conditions that are beyond our control, our executives are able to directly influence key drivers that create long-term shareholder value.

Invesco’s framework for long-term shareholder value creation is based on:

LOGO
Invesco’s commitment to delivering shareholder value is aligned with the Purpose-driven way we manage our business. To meet the needs of our clients, we focus on delivering strong, long-term investment performance, providing a comprehensive range of investment capabilities, seeking to ensure deep and stable investment teams, and running a disciplined global business. Our focus on delivering the outcomes our clients seek enables us to grow our business by attracting and retaining new assets under management (“AUM”) and retain the AUM of our existing clients,, resulting in positive long-term organic revenue growthover the longer term.
Investing for the long-term is an important element of our strategy. Our diversified investment capabilities – in terms of investment objectives, styles, client types, and geographies – enable us to meet client needs through differing market cycles across the globe. We also strive to give clients greater value for their money, which, first and foremost, means competitively priced products, as well as investor education, thought leadership, digital platforms and other “value adds” that create an enhanced client experience.
growth.

Our strong global operating platform allows us to operate effectively and efficiently and is an important driver ofour operating leverage that benefits clients and shareholders. We take advantageThe creation of our operating leverage in numerous areas of our business and most notably in our client, operational and technology focused support areas. By doing so we are ableallows us to meet current client demands, invest for future growth and consistently create value for our shareholders over the long-term.

Invesco strivesshareholders.

We strive to maintain our financial strength through disciplinedcapital management and return capital to shareholders on a consistent and predictable basis.

All

Our focus on driving greater efficiency and effectiveness, combined with our work to build a global business with a comprehensive range of this – and the combined efforts of our highly collaborative teams acrosscapabilities, puts Invesco – put us in a strong competitive position to help usmeet client needs, run a disciplined business, continue to invest in and grow our business over the long term, and deliver long-term value to our clients, shareholders and our shareholders.other stakeholders.

Invesco’s commitment to delivering shareholder value is aligned with the purpose-driven way we manage our business. To meet the needs of our clients, we focus on:

delivering strong, long-term investment performance; and
providing a comprehensive range of investment capabilities and technology solutions seeking to ensure deep and stable investment teams.

Investing for the long-term is an important element of our strategy. Our diversified investment capabilities in terms of investment objectives, styles, client types, and geographies enable us to meet client needs through differing market cycles across the globe. We also strive to give clients greater value for their money, which means competitively priced products, as well as investor education, thought leadership, digital platforms and other “value adds” that create an enhanced client experience.

In 2020, we contacted

our top 30 shareholders, representing

74%

of our outstanding shares

  

 

Shareholder and proxy advisory engagement on executive compensationand feedback

The Annual General Meeting of Shareholders provides our shareholders with the opportunity to:

∎•  evaluate our executive compensation philosophy, policies and practices;

∎•  assess the alignment of executive compensation with Invesco’s results; and

∎•  cast an advisory vote to approve the company’s executive compensation.

  

At the 20182020 Annual General Meeting of Shareholders, the say-on-pay advisory vote received68% of shareholder support with 62% of the votes were cast in favor of our executives’ compensation.Say-on-Pay advisory vote (a significant decrease from 93% of votes cast in favor in 2019).

Invesco’s board understands the importance of executive compensation decisions and encourages open and constructive dialogue with our shareholders. Each year, Invesco engages with key shareholders and major proxy advisory firms to solicit insights on executive compensation and governance matters.

36        Invesco Ltd.

In the Fall of 2020, we invited our top 30 shareholders representing 74% of our outstanding shares1 to engage with us regarding, among other topics, our executive compensation program. We held meetings with all shareholders who accepted our invitation – nine of our shareholders representing 24% of our outstanding shares1, including shareholders who voted against our Say-on-Pay proposal in 2020. We also met with major proxy advisory firms. Our board chair and compensation committee chair attended meetings with our top institutional shareholders and the major proxy advisory firms to provide the board’s perspective and gain insights. During these meetings, we asked specific questions about the design of our current executive compensation program and gave our meeting attendees the opportunity to provide feedback. Both the participating directors and management provided feedback to the committee based on these meetings.

MassMutual, our largest shareholder, received updates to our compensation program and governance in lieu of a meeting. Trian Fund Management, L.P. (“Trian”) owns approximately 9.9% our outstanding common shares. In November 2020, Messrs. Garden and Peltz (each representing Trian) joined our board. Messrs. Garden and Peltz have an impressive track record as long-term investors, and their prior experience in asset management gives them a deep understanding of the significant growth opportunities of this industry. We are pleased to have Trian as a significant shareholder. We welcomed these new directors to the board and are working closely with them as board members (and a member of the compensation committee in the case of Mr. Garden) to further strengthen our business and achieve the potential of our global firm.

The table below shows key topics or themes that were raised during our Fall outreach and actions taken or proposed to be taken in response. The committee, in conjunction with its independent consultant and senior management, integrated aspects of the feedback into our compensation program.

 

34

Recap of 2020 outreach feedback and actions

Topics and themesInvesco’s response

Invesco’s response to 2020

•   We would like to know what actions you took in response to the unprecedented events this year.

•   Did the events of 2020 impact your pay decisions?

•   Prioritized the health and wellbeing of our employees

•   Did not modify or change goals or targets set at the beginning of the year

•   Leveraged full digital engagement with our clients

•   Reduced dividend rate to preserve cash

•   The committee viewed the year holistically when making pay decisions.

Improved transparency around decision making

•   We would like to see greater transparency and insight into the reasons for your decisions and actions.

•   We would like to see an example of how CEO pay was determined.

•   Included more disclosure on how the committee arrived at final pay outcomes

•   Included an illustration that shows how the results of the company scorecard and CEO achievements were used to determine CEO pay

Company scorecard

•   We think that the scorecard has too many measures

•   We would like for the scorecard to have a better line of sight to pay decisions.

•   We would like to know if you adjusted any of your scorecard targets during the year.

•   We would like more information about the rating system for the scorecard.

•   For 2020, we added disclosure regarding the percentage score for each performance category on the company scorecard as well as a scoring legend.

•   For 2020, we added disclosure about the importance of key scorecard metrics. Despite the impact of the pandemic on our ability to achieve all of our 2020 goals, we did not change goals or targets set at the beginning of the year.

•   For 2021, we will further reduce the number of company scorecard metrics and update the weightings of the categories to increase the impact of financial factors.

•   For 2021, we will add metrics related to long-term net flows.

Executive compensation tables

•   We would like to see additional disclosure in the executive compensation tables in order to gain insight into the vesting of performance-based awards.

•   For our 2021 proxy, the awards vested table now includes

information about the percent of award vesting during the year on a grant-by-grant basis.

Performance-based awards

•   We believe at least 50% of awards should be performance-based.

•   For awards granted in 2021, 60% of total equity awards for

executives is performance-based (an increase from current level of 50%)

•   For 2021, the vesting matrix for our performance-based awards will be more closely tied to the firm’s operating plan

Equity plan share replenishment

•   We want to know the reason for share replenishment.

•   Provide projected overhang

•   Proposal 3 provides information about why we are seeking

approval to replenish our equity plan as well as projected

overhang data.

1 As of October 1, 2020

2021 Proxy Statement        37

LOGO

Board involvement
In 2020, our board chair and compensation committee chair participated in certain shareholder and proxy advisor meetings to provide the board’s perspective and gain insights. Both the participating directors and management provided feedback to our compensation committee based on such meetings.
LOGO

Evolution of our executive compensation program

The below timeline demonstrates Invesco’s continued responsiveness to shareholder feedback and the progression of our compensation program over the past several years.

LOGO

38        Invesco Ltd.

LOGOOur compensation framework

We achieve alignmentHow we align performance and pay
of performance and pay by measuring company performance and individual achievementsExecutive pay outcomes are aligned to both our company performance and individual achievements. At the beginning of the year, the committee approves the CEO objectives, the company scorecard and its weightings that measure the following key drivers of shareholder value creation:

LOGO  

Invesco’s Board recognizesLOGO   our financial performance

50%

LOGO   meeting client needs with the importancequality and breadth of executive compensation decisions to our shareholdersinvestment capabilities that achieve strong medium- and encourages open and constructive dialogue. Each year, Invesco engages with key shareholders to solicit insights on executive compensation.long-term investment performance

 

In response to our 2018say-on-pay vote, we expanded our shareholder outreach to include our top 30 shareholders representing approximately 55% of our outstanding shares1 to engage with us regarding, among other topics, our executive compensation program. In the fall and winter of 2018, we held telephonic meetings with all shareholders who accepted our invitation – 11 of our shareholders representing approximately 19% of our outstanding shares.1 Based upon these discussions30%

∎   These shareholders affirmed their support for our compensation philosophy, programs and pay outcomes. They validated the disciplined approach of our compensation programs that utilize performance measures,

∎   While none of these shareholders advocated that we make significant changes to our executive compensation program, they identified opportunities to meaningfully enhance the effectiveness of thepay-for-performance component of our executive compensation program by providing greater rigor with respect to our performance-based awards and adding a second performance measure,

∎   We have provided for greater alignment of executive compensation with relative shareholder returns, and

∎   We have provided more transparency regarding our compensation programs and pay outcomes.

 

2018 Executive compensation program enhancementsLOGO   sustaining a high performing organization, since our people are the source of everything we do

In response to the most recent shareholder outreach described above, the committee, in conjunction with its independent consultant and senior management, engaged in an extensive dialogue about the effectiveness of our executive compensation program. The committee affirmed our compensation philosophy and made the following meaningful program enhancements:

20%

    
Following completion of the year, the committee’s assessment of the company’s performance and individual achievements determines each NEO’s annual and long-term incentives.

  1 

The committee uses judgment as we believe that a wholly formulaic program could have unintended consequences  

 

Incentive targets for CEOHow the committee uses its judgment in making incentive compensation decisions

The committee uses financial and senior managing directorsother metrics in the company scorecard to evaluate firm performance. Our business is dynamic and requires us to respond rapidly to changes in market conditions and other factors outside of our control that impact our financial performance, such as the COVID-19 pandemic in 2020.

 

–  EstablishedThe committee believes that applying structured judgment and thoughtful consideration of an executive’s qualitative performance is a critical feature of our executive compensation program.

The committee believes that a rigid, formulaic program based strictly on quantitative metrics could have unintended consequences such as encouraging undue focus on achieving specific short-term results, at the expense of long-term success. In addition, solely formulaic compensation would not permit adjustments based on factors beyond the control of our executives as well as relative performance in relation to shifting market conditions and less quantifiable factors such as recognition of strategic developments and individual achievements. Therefore, thoughtful consideration of these additional factors allows the fallcommittee to fully consider the overall performance of 2018our executives over time and has been a key ingredient in ensuring our long-term financial results.

2021 Proxy Statement        39

For all NEOs, at least 60% of their total incentive targetsaward is delivered through deferred equity. All incentives are paid from a company-wide incentive pool.

The committee’s well-defined process for 2018making pay decisions for

The pay determination process reinforces our CEOshareholder value framework. The committee’s 4-step process determines each NEO’s total incentive outcome, which includes all variable pay (annual cash award + annual stock deferral award + long-term equity awards). Based on quantitative and senior managing directors, which include our NEOs. (For subsequent yearsqualitative performance assessment, total incentive targets are established in Februaryawards can range from 0% to 130% of each year.)NEO’s incentive target. Once the total incentive award is determined, the pay mix between cash, deferred equity and long-term equity is more heavily weighted to equity awards. See page 44 for the overall pay mix for the NEOs.

–  Incentive compensation payouts (cash bonus + stock deferral + long-term equity) to range from0% to 130% of target

See pages 52 through 53 for a detailed description regarding these steps

  LOGO

The table below shows NEO incentive targets for 2020. With the exception of Ms. Dukes who joined Invesco in 2020, there were no changes from 2019 targets.

2020 NEO incentive targets  
2020 Incentive target
Name(in millions)1

  2   Martin L. Flanagan

  

 Incentive awards – scorecard of quantitative measures for company performance

–  Established a framework that combines a scorecard of quantitative measures for assessing company performance and a qualitative assessment for determining incentive awards for our CEO and each of our senior managing directors

–  Scorecard of quantitative company performance isbased on 3 objectivecategories: financial performance 50%; delivering to clients 30%; and organizational strength 20%

Our scorecard shown below provides further detail on each category.

$13.50

  3   L. Allison Dukes2

  

 Greater rigor for performance-based awards

–  Adopted two measures for performance-based awards -adjusted operatingmargin (current) andrelative total shareholder return based on the three-year average TSR of the company and the constituents in the S&P 500 asset managementsub-index (new)

–  A performance vesting matrix that demonstrates rigorous vesting hurdles. For example, applying the 2018 performance results on a three-year average basis would result in a vesting percentage of 33% with respect to the performance based awards granted in respect to 2018 –a meaningful impact on our NEOs compensation outcomes.

$3.00

  4   Loren M. Starr

  $3.15

Andrew T.S. Lo

$4.14

 Improved transparency regarding our robust compensation timelineGregory M. McGreevey

$5.80

Andrew R. Schlossberg

–  Enhanced disclosure regarding our4-step timeline of the committee’s year-long compensation responsibilities and decisions that demonstrates the compensation committee’s disciplined approach to aligning pay with performance

$4.55

1 Incentive compensation includes bonus and short-term deferral and long-term equity.

2 Ms. Duke’s 2020 incentive target was prorated to reflect her tenure in her current role.

 

40        Invesco Ltd.

 

35                                                                 Invesco 2020 performance1 As

The asset management industry is continuing to undergo rapid change. In 2020, the first part of October 31, 2018the year was consumed with responding to the COVID-19 pandemic. Invesco pivoted quickly to a work from home platform with little interruption to our employees or clients. We encountered challenges in the first half of 2020 in connection with the COVID-induced market uncertainty. The investments we had made in the business in the years leading up to 2020 allowed us to weather the initial phase of the pandemic and to emerge stronger in the second half of the year. We continued to focus on operational efficiency, evolving our business and making investments in key growth areas.

Below are performance highlights. Many of these metrics are also included in our company scorecard that we use to determine 2020 executive pay.

ScorecoardYear-end assets under
management ($B)

Net revenue1 ($M)

Adjusted net income1,2 ($M)

Adjusted diluted earnings

per share1,2 ($)

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LOGOLOGO

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Adjusted operating income1,2

($M)

Adjusted operating margin1,2

(%)

Cash dividend per common

share ($)

Total return of capital ($M)

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LOGOLOGOLOGO

During the first half of 2020, we experienced meaningful net outflows and redemptions rates.

During the second half of 2020, we saw marked improvements to our share price, our investment performance and inflows.

Company scorecard results for assessing2020 – aligning pay with results

In early 2021, using the company scorecard, the committee conducted its final quantitative assessment of company performance for 2020.

For 2020, the committee did not change the goals or targets set at the beginning of the year, despite the pandemic-related challenges experienced earlier in the year. For example, in the financial performance category, scoring was negatively impacted by our board’s decision in April to cut our dividend rate to preserve cash. Our clients’ reactions to the pandemic negatively impacted our stock price which, in turn, negatively impacted our relative TSR ranking. In the Delivering to Clients category, we experienced significant net outflows. During the second half of 2020, we saw marked improvements in items such as paying our credit facility to zero and increases in our share price, and net long-term inflows.

1

Financial results for 2019 include approximately 7 months of OppenheimerFunds financial results compared to 2020, which include 12 months of OppenheimerFunds financial results.

2

The adjusted financial measures are all non-GAAP financial measures. See the information in Appendix A of this Proxy Statement regarding Non-GAAP financial measures.

2021 Proxy Statement        41

The outcomes for our 2020 company scorecard are described below with an overall company score of 72% - targets partially achieved.

2020 Scorecard

Category

weighting factor

Measures included

2020

Performance

Financial performance

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•  Adjusted earnings per share (diluted EPS)

•  Adjusted operating income

•  Leverage ratio (adjusted debt/EBITDA)1

•  Adjusted operating margin

•  Operating expense per average AUM

•  Dividend growth

•  Cumulative capital returned to shareholders (5-year period)

•  Total shareholder return vs. total returns of S&P 500 and our peer group (top half of peer group)

66% - targets

partially

achieved

Assessment/Total incentive percentage range

Delivering to clients

LOGO

•  Sustain responsible investment and corporate stewardship commitment (PRI rating)

•  Quality and breadth of mature investment capabilities (share of investment strategies with leading marketability scores)

•  60% of actively managed assets in top half of peer group over 3- & 5- year period

•  Organic Growth2

•  Absolute growth flows

•  Absolute net flows

•  Redemption rate

63% - targets

partially

achieved

Exceptional

target

achievement

126% - 130%

Targets

exceeded

111% - 125%

Targets achieved85% - 110%

Targets partially achieved50% - 84%Organizational strength

•  Leadership effectiveness

–  Foster and build a diverse and inclusive culture

–  Sustainable employee engagement scores

•  Employee retention (employee turnover rate)

99% - targets

achieved

Targets not achieved0% - 49%LOGO

    
      Weighting

Category

ObjectiveQuantitative measures(%)

Financial performance

Alignment with long-term shareholder interests

– Deliver strong operating results and financial outcomes

– Cash management

– Drive efficiency and effectiveness

– Increase shareholder returns

– Adjusted diluted earnings per share1

– Adjusted operating income1

– Credit ratings (Moody’s, S&P and Fitch)

– Leverage ratio (adjusted debt/EBITDA)

– Adjusted operating margin1

– Net revenue yield1

– Dividend growth; stock repurchasses

– Cumulative capital returned to shareholders (5 year period)

– Total shareholder return vs. total returns of S&P 500 and our peer group over various time frames

50

Delivering to clients

Alignment with long-term client interests

– Achieve strong investment performance and advocate responsible investment practices

– Quality and breadth of investment capabilities on a 3- and 5-year basis

– Sustainable responsible investment and corporate stewardship commitment (Principles for Responsible Investment (PRI) rating)

30

Organizational strength

Ensuring sustainability of shareholder and client outcomes and creating alignment with employee interests

– Ensure organizational health and high performance culture

– Promote sound risk management practices

– Thoroughness of talent management and development

– Foster and build a diverse and inclusive culture

– Succession planning

– Sustainable employee engagement scores

– Employee retention (employee turnover rate)

– Leadership and management practices

– Diligence and mitigation of risks, including cyber-risk

20

1

The adjusted financial measures are allnon-GAAP financial measures. See the information in Appendix B of this Proxy Statement regardingNon-GAAP financial measures.

These enhancements to our executive compensation program further align executive compensation outcomes with our shareholder interests. We continue to support our purpose-driven commitment to deliver an investment experience that helps people get more out of life and our multi-year strategic objectives to drive meaningful growth.
The committee applies itsqualitative assessment in setting final compensation in order to ensure that outcomes are sound and align with shareholder interests.
We do not rely heavily on measures of return on equity (“ROE”) or return on assets (“ROA”), which are not as relevant in the success of a pure asset manager like Invesco. Our business relies on client assets under management (or AUM), which are held in custody by third parties and are not owned by the company, to generate revenue. We believe that AUM along with adjusted operating income, adjusted operating margin, adjusted dilutedearnings-per-share and long-term organic growth are more reflective of our performance. Furthermore, US GAAP rules on consolidation requires us to consolidate certain investment product assets and liabilities which significantly distort our balance sheet and the associated financial metrics of ROE and ROA. As a result, several of the key indicators of our performance arenon-GAAP measures. See Appendix B for additional information regardingNon-GAAP financial measures.

36

Aligning compensation with shareholder value

Our compensation program for NEOs continues to include base salary, annual incentive awards (cash bonus and deferred stock) and long-term equity awards. Our focus on total compensation supports how we manage the business and aligns our employees with the overall outcomes of the firm (for definitions of each pay element and their purpose see pages 42-43).

  
  

Incentive targets for CEO and senior managing directors

New for 2018, we have established incentive targets for our CEO and senior managing directors which apply to cash bonus + annual deferral + long-term equity. Actual incentive awards range from 0% up to a maximum of 130% of the target amount based on company and individual performance. See the table below for the 2018 incentive target for each NEO.

NameCurrent title

2018 

Incentive target 

Martin L. FlanaganPresident and CEO$13,000,000 
Loren M. StarrSenior Managing Director and Chief Financial Officer$3,100,000 
Andrew T. S. LoSenior Managing Director and Head of Invesco Asia Pacific$4,000,000 
Gregory G. McGreeveySenior Managing Director, Investments$4,600,000 
Philip A. TaylorVice Chair$6,700,000 

37

Invesco 2018 performance

Throughout 2018 we made solid progress in several areas of our multi-year strategic objectives that will help us better meet client needs, further strengthen our global business and increase shareholder value over the long term. The most significant achievement during the year was our announced acquisition of MassMutual’s asset management affiliate, OppenheimerFunds, which is anticipated to close in the second quarter of 2019. The combination with OppenheimerFunds will help accelerate Invesco’s growth initiatives, increase our scale and client relevance, and expand our comprehensive suite of differentiated investment capabilities.

At the same time, 2018 was a challenging year for the asset management industry and for Invesco. We saw volatile markets throughout the year and particularly during the fourth quarter. The volatility in the markets impacted financial performance across the industry, particularly for global investment managers like Invesco. Shareholder returns for traditional asset managers as a group were down 26%,1 while Invesco was down 54% for the year.2 We believe the underperformance of Invesco’s stock price relative to our peer group reflects the following factors:

∎  Key investment capabilities that had helped produce nine consecutive years of positive net flows for the firm through 2017 underperformed materially in 2018, contributing to significant negative net flows in 2018. Net flows, positive or negative, are a key driver of short-term shareholder returns for traditional asset managers.

∎  For much of 2018, we opted to use our cash and credit resources to fund long-term investments to strengthen our business instead of conducting stock buybacks that may have provided greater near-term support for the firm’s stock price.

∎  Invesco has a larger global presence in key markets than most of our peers. As one of the leading investment managers in the UK and Europe, we were more impacted by continuing uncertainties surrounding Brexit. Additionally, our strong position in Asia Pacific meant that Invesco was more affected than others by market uncertainties over the trade issues between China and the US. We believe these factors led to additional negative sentiment on Invesco among investors in our shares.

1 JP Morgan asset managers CEO forum, December 2018

2 Invesco data as of December 31, 2018                                                                                                      38

Organic growthEarnings growth

Assets under management declined by 5% in 2018 due to net outflows and market declines

-  Total net outflows were -$29.0B

-  Total net revenue1increased 2% from 2017 due to higher average assets under management throughout the year

Adjusted diluted earnings1per share of $2.43 declined 10% from 2017

-  Despite the decline from a record high in 2017, adjusted diluted earnings per share1in 2018 was 8% higher than in 2016

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  Operating leverage    Capital management
  

Adjusted operating income1and adjusted operating margin1declined from 2017 as growth in operating expenses of 7% outpaced a 2% increase in net revenue

Cash dividends increased 3% versus 2017 to $1.19 per share
LOGOLOGO

1  The adjusted financial measures are allnon-GAAP financial measures. See the information in Appendix B of this Proxy Statement regardingNon-GAAP financial measures.

39

NEO total annual compensation summary

The committee conducted itsquantitative assessment of company performance using the scorecard on page 36. The committee discussed the substantial progress of the firm in respect of our multi-year strategic objectives as discussed on page 2 under the heading2018 achievements and considered the company’s challenging 2018 financial performance (as well as short-term financial impacts to shareholders as evidenced by the underperformance of Invesco’s stock relative to our peers).

Based on 2018 performance in each of the three quantitative categories, the committee measured company performance as “effective.”

Category                    Weighting (%)                     Outcome            

Financial performance                 

50                    Effective

Delivering to clients

30                    Effective  
  

Organizational strength

  20                      Effective  
  

Overall Score

  100                    

  EffectiveOverall weighted rating of performance outcomes

72% - targets

partially

achieved

  

The committee and its compensation consultant engaged in discussions throughout the year about the evolving impact of the COVID-19 pandemic, including the impact on our scorecard, our pay practices and related pay outcomes. The committee acknowledged they had higher aspirations for 2020 and engaged in lengthy discussions about what measures management had direct control over and those that management did not have direct control over (for example, management cannot control the market or the reactions of our clients to the pandemic).

The committee believes that the scorecard is a good indicator of overall health of the firm. In this context, the committee used the company scorecard to assess 2020 outcomes versus proposed goals and used its structured discretion to assess individual executive achievements.

1 Amounts exclude the outstanding preferred shares

2 Based on average long-term assets and flows

42        Invesco Ltd.

In determining Mr. Flanagan’s compensation, the committee took into consideration

∎  the positive achievements with respect to the company’s multi-year strategic objectives as discussed on page 2 (including the CEO’s leadership of the successful integration of Guggenheim and Intelliflo and the announced Oppenheimer transaction) and the “effective” rating of the company’squantitative measures as discussed on page 36 and immediately above,

∎  the company’s disappointing 2018 financial performance and short-term financial impact to shareholders (including the underperformance of Invesco’s stock relative to our peers) as discussed in the letter from the Chairperson and CEO and further on page 1, and

∎  overall market dynamics.

The committee decided, and Mr. Flanagan agreed, that his total incentive compensation should be lowered to $10.2 million, which is 78.5% of his 2018 incentive target of $13 million. Mr. Flanagan’s total 2018 compensation was down 20.1% from 2017.

Compensation for the other NEOs follows the same disciplined approach as applied to the CEO and considered individual achievements and new responsibilities. (For more information regarding the compensation outcomes for our CEO and other NEOs, please refer to pages 48 through 53.)

    

 

 2018 NEO total compensation

 

 

 Name  Base
salary ($)		   Cash
bonus ($)		   Stock
deferral ($)		   Long-term
equity ($)		   Total
compensation
($)		   YOY %
change		  Performance-
based ($)		 

 Martin L. Flanagan

   790,000    3,300,000    1,350,000    5,560,000    11,000,000   -20.1%   3,455,000 

 Loren M. Starr

   450,000    911,976    396,879    1,641,000    3,399,855   -3.3%   1,018,940 

 Andrew T. S. Lo

   457,978    1,337,213    529,197    2,200,000    4,524,387   1.4%   1,364,598 

 Gregory G. McGreevey        

   450,000    1,800,610    674,390    2,075,000    5,000,000   0.0%   1,374,695 

 Philip A. Taylor

   492,444    2,234,856    945,516    3,337,960    7,010,776   -2.3%   2,141,738 

2020 NEO total annual compensation summary – aligning pay to results

CEO pay determination

 

As shown below,

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Our CEO’s 2020 incentive compensation for the CEO and the other NEOs is within the range of 0% to 130% of each executive’s incentive target.

 Name  

 

2018 Incentive target
(in millions $)

  

2018 Final incentive

compensation (in millions  $)1

     Outcome

 

 Martin L. Flanagan

  13.00  10.21     Below target            

 Loren M. Starr 

  3.10  2.95            Below target            

 Andrew T.S. Lo 

  4.00  4.07     Above target            

 Gregory M. McGreevey 

  4.60  4.55     Below target            

 Philip A. Taylor

  6.70  6.52     Below target            

1 Incentive compensation includesis aligned with the company’s performance for the year. In determining Mr. Flanagan’s compensation, the committee took into consideration the challenged financial performance of the company due to the COVID-19 pandemic, a challenging industry environment, and the company’s scorecard results of only partially achieving its 2020 goals. These factors were offset by the company’s response to the pandemic for its employees and clients and, later in the year, the return of positive flows and improved investment performance. As a result, the committee determined that Mr. Flanagan’s incentive compensation would be $10.31 million, which is 76.4% of his 2020 incentive target and represents a decrease of 10% in total incentive pay compared to 2019.

Pages 45 and 46 under the heading 2020 Key achievements further describe Mr. Flanagan’s achievements of this past year, as well as the outcomes of several metrics included in the company scorecard.

Illustration. Based on company performance and Mr. Flanagan’s performance, the below illustration shows how the committee calculated Mr. Flanagan’s pay in respect of 2020. The committee’s process for determining executive officer pay is applied to all incentive compensation (consisting of cash bonus + short-termannual stock deferral + long-term equity.

equity).

 

40

  

CapsStep 1 – Quantitative assessment of company performance

For the CEO, the annual cash bonus is capped at $10.0M and annual total compensation is capped at $25.0M.

 

Performance-based incentives

Fifty percent of the combined value of the annual stock deferral and long-term

2020 incentive awards is performance-based. New for performance-based equity awards granted in February 2019, vesting is tied to adjusted operating margin over a three-year period and three-year average of TSR of the company and the constituents of the S&P 500 asset management sub-index (“Relative TSR”). See page 47 for a current listing of Relative TSR peers.

target		   $13.50M 

 

Quantitative score from scorecard72%

2020 incentive target, as adjusted$9.72M

Step 2 – Qualitative assessment of executive achievements

Payout range = 50% to 84% of incentive rangeCommittee considered multiple considerations from the year including:

•  Leadership during the COVID-19 pandemic and actions on social injustice and diversity and inclusion discussed in Mr. Flanagan’s key achievements below

•   Strategic engagement with clients during the pandemic

•   The return of positive flows and improved investment performance in the later part of the year

  

 

Pay

Committee application of modifier for performance compensation structure for NEOs2020 achievements+$0.59M

Total incentive$10.31M

Our annual compensation structure reflects our commitment to pay for performance. As noted below, 87% - 93%

Percent of our NEO compensation is variable. Compensation mix percentages shown below are based on compensation decisions by the committee with respect to 2018.

target		76.4%

 

Cash bonus, stock deferral and long-term equity awards were earned in 2018 and paid/granted in 2019. In accordance with SEC requirements, the Summary Compensation Table on page 58

NEO pay determinations. Given the company’s performance in 2020, our CEO recommended to the committee, and the committee agreed, to reduce the other NEOs’ incentive compensation for 2020 by 10%, with one exception, based on strong regional performance. The exception is Andrew Lo, our executive overseeing the Asia-Pacific region, whose incentive compensation was flat year-over-year and was 104.8% of his 2020 incentive compensation target given the significant increase in growth in the region, in particular China.

The tables below show compensation decisions for each of the NEOs for 2020, including incentive pay as a percentage of their respective incentive compensation targets. Incentive compensation for the CEO and the other NEOs may range from 0% to 130% of each executive’s target.

2020 NEO total incentives earned relative to target

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2021 Proxy Statement        43

2020 NEO total compensation

Name  

Base

salary ($)

   

Cash

bonus ($)

   

Stock

deferral ($)

   

Long-term

equity ($)

   

Total

compensation

($)

   

YOY %

change

   Performance-
based ($)1		 

Martin L. Flanagan

   790,000    3,093,000    1,546,500    5,670,500    11,100,000    -9.4%    4,330,200 

L. Allison Dukes

   500,000    900,000    675,000    1,125,000    3,200,000    N/A    1,080,000 

Loren M. Starr

   450,000    848,160    369,210    1,476,900    3,144,270    -2.7%    1,107,666 

Andrew T.S. Lo

   462,398    1,400,000    541,930    2,400,000    4,804,328    0.0%    1,765,158 

Gregory M. McGreevey

   450,000    1,890,000    990,000    2,160,000    5,490,000    -9.3%    1,890,000 

Andrew R. Schlossberg

   450,000    1,638,000    1,228,500    1,228,500    4,545,000    -9.1%    1,474,200 

1 Represents 60% of the combined value of the stock deferral and long-term equity awards

Caps

For the CEO, annual total compensation is capped at $25 million. New for 2020 pay, the CEO annual cash bonus is capped at the lesser of $10 million or 30% of incentive pay.

For executives (other than the CEO), annual cash bonuses are capped at 50% of total pay.

Performance-based incentives

New for 2020 pay, 60% of the combined value of the annual stock deferral and long-term incentive awards is performance-based (an increase from 50%). Vesting of performance-based awards continues to be tied to adjusted operating margin over a three-year period and three-year average of TSR of the company. See Performance-based equity awards on pages 55 - 56 for additional details.

NEO variable pay is at risk

Our compensation structure reflects our commitment to pay for performance. As noted below, 84 - 93% of our NEO compensation is variable. Compensation mix percentages reflect compensation decisions by the committee for 2020.

Cash bonus, annual stock deferral and long-term equity awards were earned in 2020 and paid/granted in 2021. In accordance with SEC requirements, the Summary Compensation Table on page 61 reports equity in the year granted, but cash in the year earned. TheSummary Compensation Table reports “All Other Compensation,” which is not part of the committee’s compensation determinations.

2020 CEO total annual compensation — $11.1M

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2020 NEO total annual compensation (excluding CEO)

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44        Invesco Ltd.

LOGO  NEO pay outcomes and performance summaries

We link pay and performance

Below is a summary of 2020 NEO compensation and material accomplishments the committee considered when determining compensation for 2020.

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Martin L. Flanagan

President and CEO

2020 Compensation

(in 000s)

Responsibilities

Mr. Flanagan is President and CEO. He develops, guides and oversees execution of Invesco’s long-term strategic priorities to deliver value for clients and shareholders over the long-term.

Mr. Flanagan is responsible for senior leadership development and succession planning, defining and reinforcing Invesco’s purpose and engaging with key clients, industry leaders, regulators and policy makers.

 
Base salary$790

Annual incentive award – Cash$3,093

Annual incentive award – Stock deferral$1,547

Long-term equity award$5,671

Total annual compensation$11,100

Total incentive compensation$10,310

2020 incentive target$13,500

Total incentive compensation as

a % of 2020 incentive target

76.4%

For 2020, the committee decided that Mr. Flanagan’s total incentive compensation should be $10.31 million, which is 76.4% of his 2020 incentive target of $13.5 million. Mr. Flanagan’s total compensation is down 9.4% from 2019. As noted above, the company’s process for determining executive officer pay is applied to all incentive compensation (consisting of cash bonus + annual stock deferral + long-term equity).

 

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41
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2020 Key achievements

•  Mr. Flanagan led the firm’s efforts to continue executing on its long-term strategy while supporting our employees, finding new ways of working, and serving and delivering expected client outcomes.

•  Mr. Flanagan navigated the firm through an unprecedented market backdrop in the first half of the year. Under Mr. Flanagan’s leadership, the firm achieved record AUM of $1,350 billion at the end of 2020 and record gross long-term inflows of $91.6 billion during the fourth quarter.

•  Mr. Flanagan oversaw a comprehensive strategic evaluation of our business with several objectives, including enhancing client outcomes, improving organic growth, reducing complexity of cross-functional activities and streamlining the firm’s operating environment. We expect this optimization will allow continued investment in the business while reducing adjusted operating expenses by a net $200 million by the end of 2022. We realized $30 million in annualized savings in the fourth quarter.

•  Invesco continued to invest in its leadership position in Greater China, the world’s fastest-growing market, where we have been managing Chinese investments for nearly four decades. Invesco now ranks #1 among onshore providers in China1, building on a legacy of success in the broader Asia-Pacific region.

•  Invesco’s ETF business is the fourth largest in the world.2 During the fourth quarter of 2020, Invesco’s ETFs experienced total net inflows of $6.1 billion globally.

•  Mr. Flanagan and Invesco remain firmly committed to further strengthening Invesco’s Environmental, Sustainability and Governance (ESG) efforts. Invesco was awarded an A+ rating for its overall approach to responsible investment (strategy and governance) for the fourth consecutive year as well as achieving an A or A+ across all categories by the PRI (Principles for Responsible Investment).

•  Mr. Flanagan led a public call to action on social injustice by community leaders in the firm’s headquarters city, Atlanta, Georgia, and meaningfully strengthened the firm’s own Diversity and Inclusion efforts.

1 Z-Ben Advisors, April 2020

2 Invesco ETFs Strategy and Research as of December 31, 2020.

2021 Proxy Statement        45

Our compensation committee has demonstrated over multiple years that our CEO’s compensation is aligned with the company’s financial performance

CEO pay is aligned to financial performance

The below charts demonstrate that over the last five years the committee has ensured that the CEO’s compensation has aligned closely with the financial outcomes of the firm.

2    Our Compensation Program
    

5-year Invesco CEO pay versus financial performance

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    2016   2017   2018   20193   20203 

LOGO   CEO compensation ($mil)

   13.5    13.8    11.0    12.30    11.1 

 

 

LOGO   Adjusted operating income2 ($mil)

   1,297    1,482    1,392    1,656    1,665 

 

 

LOGO   Adjusted operating margin2 (%)

   38.2    39.5    36.5    37.5    37.0 

 

 

LOGO   Adjusted diluted EPS2 ($)

   2.23    2.70    2.43    2.55    1.93 

 

 

1

Consists of salary, annual cash bonus, annual stock deferral award and long-term equity award . For 2018 and 2019, 50% of the combined value of the annual stock deferral and long-term equity awards is performance based . For 2020, 60% of the combined value of the annual stock deferral and long-term equity awards is performance-based. See note on page 44 regarding differences from the summary compensation table.

2

The adjusted financial measures are all non-GAAP financial measures. See the information in Appendix A of this Proxy Statement regarding Non-GAAP financial measures.

3

Financial results for 2019 include approximately 7 months of OppenheimerFunds financial results compared to 2020, which include 12 months of OppenheimerFunds financial results

The table below shows the year-over-year change in adjusted operating income, adjusted operating margin and CEO compensation:

           
   2016       2017       2018       20193       20203     
           

Adjusted operating income1

   -13%    LOGO    +14%    LOGO    -6%    LOGO    +19%    LOGO    +0.5%    LOGO 
           

Adjusted operating margin1

   -6%    LOGO    +3%    LOGO    -8%    LOGO    +1%    LOGO    -1%    LOGO 
           

CEO total incentive compensation2

   -11%    LOGO    +3%    LOGO    -21%    LOGO    +12%    LOGO    -10%    LOGO 

1

The adjusted financial measures are all non-GAAP financial measures. See the information in Appendix B of this Proxy Statement regarding Non-GAAP financial measures.

2

Consists of annual cash bonuses, annual stock deferral awards and long-term equity awards.

3

Financial results for 2019 include approximately 7 months of OppenheimerFunds financial results compared to 2020, which include 12 months of OppenheimerFunds financial results.

46        Invesco Ltd.

Other NEO pay and performance

LOGO

L. Allison Dukes

Senior Managing

Director and Chief             Financial Officer

2020 Compensation

(in 000s)

Responsibilities

Ms. Dukes serves as Senior Managing Director and Chief Financial Officer.

Ms. Dukes is responsible for planning, implementing, managing and controlling all corporate financial-related activities of the firm, including forecasting, strategic planning, capital allocations and expense management. She also oversees corporate finance, accounting, investor relations and corporate strategy.

Base salary$500

Annual incentive award – Cash$900

Annual incentive award – Stock deferral$675

Long-term equity award$1,125

Total annual compensation

$3,200

Total incentive compensation$2,700

2020 incentive target$3,000

Total incentive compensation as a % of 2020 incentive target90.0%

Based on the quantitative outcome of Invesco’s performance and a qualitative review of Ms. Dukes’ individual performance, the committee determined that Ms. Dukes’ total incentive compensation should be $2.7 million, which is 90% of her 2020 incentive target of $3 million.

LOGO

2020 Key achievements

•  Ms. Dukes successfully assumed CFO responsibilities in August after joining the firm in March. She meaningfully contributed to Invesco’s strategy to navigate the market downturn with a particular focus on liquidity and capital management to create financial flexibility.

•  Under her leadership, the company ended the year with $1.4 billion in cash and no balance on the credit facility.

•  Ms. Dukes led the company’s efforts to conduct a strategic evaluation, identifying discrete cost initiatives that will be executed over the course of two years and allow continued investment in the business while reducing adjusted operating expenses by a net $200 million by the end of 2022. We realized $30 million in annualized savings in the fourth quarter.

•  She implemented enhancements to the firm’s annual budget review process and key initiatives designed to strengthen internal fiscal discipline and accountability while better aligning capital management practices to the company’s strategic priorities.

•  Ms. Dukes restructured the firm’s financial leadership, retaining key leadership while attracting new talent and strengthening the finance leadership bench.

•  Ms. Dukes joined the Invesco Women’s Network as an Executive Sponsor and will help lead the firm’s efforts to enhance diversity at the firm.

2021 Proxy Statement        47

 

LOGO

Andrew T. S. Lo

Senior Managing

Director and Head            

of Asia Pacific

2020 Compensation

(in 000s)

Responsibilities

Mr. Lo is Senior Managing Director and Head of Asia Pacific.

Mr. Lo is responsible for the firm’s operation in the Asia Pacific region where he addresses the large and growing needs of our investors in the region. He works with clients to understand their issues and objectives and finding solutions for them.

Base salary$462

Annual incentive award – Cash$1,400

Annual incentive award – Stock deferral$542

Long-term equity award$2,400

Total annual compensation

$4,805

Total incentive compensation$4,342

2020 incentive target$4,142

Total incentive compensation as a % of 2020 incentive target104.8%

Based on the quantitative outcome of Invesco’s performance and a qualitative review of Mr. Lo’s individual performance, the committee determined that Mr. Lo’s total incentive compensation should be $4.34 million, which is 104.8% of his 2020 incentive target of $4.14 million due to Mr. Lo’s exceptional performance in Asia-Pacific. Mr. Lo’s total 2020 compensation was flat compared to 2019.

LOGO

2020 Key achievements

•  Despite continued challenges from geopolitical tension and pandemic aftershock, Mr. Lo led our Asia-Pacific business to achieve a record year in 2020. With $171.3 billion ending AUM (up 33.1% versus prior year), the region recorded full year net inflows of $23.1 billion, an 80.4% year-over-year increase.

•  The strong inflows were supported by solid investment performance in Asia Pacific investment centers, where 60%, 57% and 77% of the region’s long-term assets outperformed peers on a 1-, 3- and 5-year basis, respectively.1

•  Under Mr. Lo’s leadership, our China growth initiative continued to achieve significant growth. China-sourced AUM increased from $52.2 billion in 2019, to $77.9 billion, up 49.2% year-over-year. Primary drivers of growth were strong new fund launches coupled by accelerated E-commerce development. Invesco’s China franchise was highly recognized by the industry and was ranked # 1 onshore in the most recent Z-Ben ranking among foreign JV fund management companies.

•  Outside of China, Mr. Lo led the region to build a diverse book of business by delivering Invesco’s global investment capabilities to meet client needs. For example, Invesco Japan had significant wins in providing customized beta solutions to prominent asset owners capturing over $7.5 billion of net flows within 6 months of launch.

•  Mr. Lo is committed to enhancing diversity and inclusion in the workplace. At the conclusion of 2020, 41% of the region’s workforce and 38% of the region’s senior leadership are female. Mr. Lo participated in Mutual Mentoring to encourage diversity of thought across different organizational levels.

1

Invesco data as of December 31, 2020.

48        Invesco Ltd.

LOGO

Gregory G. McGreevey    

Senior Managing

Director, Investments

2020 Compensation

(in 000s)

Responsibilities

Mr. McGreevey serves as Senior Managing Director, Investments. In 2020, Mr. McGreevey assumed leadership of the firm’s private market groups (including real estate). He continues his responsibility for certain of Invesco’s global investment teams, trading, Global Performance and Risk Group, Solutions, Indexing, ESG and investment thought leadership/investor engagement.

Base salary$450

Annual incentive award – Cash$1,890

Annual incentive award – Stock deferral$990

Long-term equity award$2,160

Total annual compensation

$5,490

Total incentive compensation$5,040

2020 incentive target$5,800

Total incentive compensation as a % of 2020 incentive target86.9%

Based on the quantitative outcome of Invesco’s performance and a qualitative review of Mr. McGreevey’s individual performance, the committee determined that Mr. McGreevey’s total incentive compensation should be $5.0 million, which is 86.9% of his 2020 incentive target of $5.8 million. Mr. McGreevey’s total 2020 compensation was down 9.3% compared to 2019.

LOGO

2020 Key achievements

•  Mr. McGreevey played a critical role in maintaining an engaged and successful workforce during the pandemic and a remote work environment by focusing on authentic and transparent communication with his teams. He successfully led the investments business through market turmoil in the first half of the year and then record flows in fixed income and improved year over year flows in equities in the second half of the year.

•  Mr. McGreevey assumed leadership oversight of the Invesco Real Estate (IRE) business, improving collaboration and connectivity with the firm’s broader investments organization.

•  Under Mr. McGreevey’s leadership, top half investment performance in high demand areas remained strong in long term, peer relative 3- and 5-year measures: Active Fixed Income 80%, 89%, Active Global Equities 68%, 59%, Investment Solutions 100%.1

•  Mr. McGreevey streamlined the firm’s product mix by rationalizing products in multiple areas to improve the firm’s focus on high demand capabilities while addressing challenged areas and bring efficiencies across the platform.

•  Mr. McGreevey successfully executed a strategic evaluation of the investments business and organization in 2020. The objectives of the strategic evaluation were to implement people and process changes that will enhance our investment capabilities and offerings and help us build greater scale.

•  Mr. McGreevey’s 2019 investment in an ESG strategy to transform the organization into a top ESG asset manager benefitted the firm in 2020, joining Climate Action 100+, winning a US award for Best ESG Responsible Investment Expert by Capital Finance International, launching a proprietary ESG platform to provide unique insights to clients, and launching multiple ESG-themed funds and indices.

•  Mr. McGreevey is committed to the firm’s diversity and inclusion goals. In 2020, female hires in the Investments organization increased and Mr. McGreevey participated in the Mutual Mentoring program which encourages diversity of thought across the organization.

1

Invesco data as of December 31, 2020.

2021 Proxy Statement        49

LOGO

Andrew R. Schlossberg

Senior Managing Director

and Head of the Americas

2020 Compensation

(in 000s)

Responsibilities

Mr. Schlossberg is senior managing director and Head of the Americas business. He has responsibilities for distribution, marketing, global exchange traded funds capabilities, corporate communications and human resources. Prior to taking this role in 2019, Mr. Schlossberg was the senior managing director and Head of EMEA.

Base salary$450

Annual incentive award – Cash$1,638

Annual incentive award – Stock deferral$1,228

Long-term equity award$1,227

Total annual compensation

$4,545

Total incentive compensation$4,095

2020 incentive target$4,550

Total incentive compensation as a % of 2020 incentive target90.0%

Based on the quantitative outcome of Invesco’s performance and a qualitative review of Mr. Schlossberg’s individual performance, the committee determined that Mr. Schlossberg’s total incentive compensation should be $4.1 million, which is 90% of his 2020 incentive target of $4.55 million. Mr. Schlossberg’s total 2020 compensation was down 9.1% compared to 2019.

LOGO

2020 Key achievements

•  Under Mr. Schlossberg’s leadership, the Americas business completed its integration of OppenheimerFunds, developed its strategy for growth, contributed to the firm’s efficiency efforts, and managed through the pandemic ensuring the health and safety of our employees and remote engagements with our clients.

•  Americas business momentum strengthened under Mr. Schlossberg’s leadership in the second half of 2020 as long-term net flows improved by $26 billion from the first half of the year. In support of this, our distribution teams transformed the Americas go-to-market to a digital format, which has increased the firm’s client touchpoints and introduced digital tools to assist clients in an extraordinary year.

•  The Americas institutional business development, pipeline management, and multi-year growth strategy led to a meaningful contribution to the firm’s global institutional gross sales and net long-term inflows.

•  Mr. Schlossberg oversaw our global ETF platform growth to an all-time high AUM of $345 billion as of December 31, 2020. In addition, the firm introduced several new innovations including nontransparent active funds and the Invesco QQQ Innovation Suite.

•  Mr. Schlossberg oversaw our efforts to elevate the firm’s brand and profile which resulted in improving our US brand equity ranking as a mutual fund provider to #7, up from #12 in the previous year, and ranked #6 in brand equity amongst asset managers (first year measured).1

•  In Mr. Schlossberg’s role of having overall responsibility for the global human resources and communications function, the firm was able to successfully migrate employees to work from home. He championed increased, transparent employee communications and sponsored several surveys where 98% employees responded they felt supported and that the firm prioritized their safety and health.

•  Mr. Schlossberg continued to be a strong supporter of promoting various diversity and inclusion efforts, including improving the firm’s gender balance within senior management roles and extending or establishing new business resource groups, such as the Black Professional Network and Young Professionals Network.

1

Escalent. Cogent Syndicated. Advisor Brandscape® 2020.

50        Invesco Ltd.

LOGO

Loren M. Starr

Retired Senior Managing

Director and Chief

Financial Officer

2020 Compensation

(in 000s)

Responsibilities

Mr. Starr retired from his position as senior managing director and chief financial officer on August 1, 2020. Mr. Starr transitioned to an executive advisory role as Vice Chair at that time until his retirement from the company on March 1, 2021.

Base salary$450

Annual incentive award – Cash

$848

Annual incentive award – Stock deferral$369

Long-term equity award

$1,641

Total annual compensation

$3,308

Total incentive compensation$2,858

2020 incentive target

$3,150

Total incentive compensation90.7%

as a % of 2020 incentive target

LOGO

2020 Key achievements

•  During his tenure as CFO, Mr. Starr worked with the board and management, recommending, and then implementing a decision to cut the dividend by 50% and redeem seed capital to increase the firm’s financial stability during the COVID-19 pandemic. He also led a team to explore other cost containment activities that the firm could execute on in both the short- and long-term.

•  Mr. Starr played an active and integral role in on boarding and transitioning his CFO duties to Ms. Dukes.

•  Mr. Starr continued his role of executive sponsor of the Invesco Proud Network, Invesco’s global LGBTQ+ business resource group.

2021 Proxy Statement        51

LOGOThe committee’s process for determining executive compensation

We describe below for our shareholders and other interested parties a summary of the steps that our committee takes in making its compensation decisions.

Step 1 – incentive awards may range from 0% to 130% of target

Step 2 - ensuring that our incentive pool and incentive awards are commercially viable

Step 1 – approving company scorecard and setting individual incentive targets and goals

In early 2020, the committee approved the company scorecard and established annual incentive targets (consisting of cash bonus + annual stock deferral + long-term equity) for our CEO and our other executive officers. Actual incentive awards may range from 0% up to a maximum of 130% of the target amount based on company and individual performance. The committee also approved the company’s operating plan which is part of the annual goals for the company and CEO.

In consultation with Johnson Associates, the committee’s independent compensation consultant, the committee set 2020 incentive targets, which are based on the executive’s role. Other than Ms. Dukes, who joined the company in 2020, there were no changes to the 2019 incentive targets. See page 40 for the 2020 incentive targets.

Step 2 – setting our company-wide incentive pool

In early 2021, based on 2020 financial results and the company’s performance toward achieving its strategic objectives, the committee set the company-wide incentive pool for 2020 at 41.6% of pre-cash bonus operating income (“PCBOI”). Absolute incentive pools were down year-over-year from 2019. However, as a percentage, the 2020 pool was higher than our 5-year average although within our range (described below). The 2020 company-wide incentive pool is reflective of PCBOI being lower in 2020 and the firm’s need to continue to remain competitive. All incentive awards, including NEO awards, are paid out of this pool.

The committee uses a range of 34-48% of PCBOI in setting the company-wide incentive pool. The range includes the cash bonus, deferred and equity pools, as well as the amounts paid under sales commission plans (in which our NEOs do not participate). The range was determined based on historical data and practices of asset management and other similar financial services firms as analyzed by Johnson Associates and data obtained from the McLagan and CaseyQuirk Performance Intelligence Study.

Linking the aggregate incentive compensation pool to a defined range of our PCBOI ensures incentive compensation is commercially viable.

LOGO
Step 3 - the scorecard is a quantitative assessment of company performance

Step 3 – Using the scorecard to assess company performance

During the fourth quarter of 2020 and early in 2021, the committee conducted its final quantitative assessment of company performance for 2020. The scorecard is based on results achieved and related weightings in the following categories: financial performance 50%; delivering to clients 30%; and organizational strength 20%. For 2020, the committee did not change the goals or targets set at the beginning of the year. The outcomes for our 2020 company scorecard have an overall company score of 72%. See page 42 for more information about our company scorecard results. The committee believes that each of the company performance measures supports the key indicators of company success.

52        Invesco Ltd.

Step 4 – the committee applies its qualitative assessment of executive achievements

Step 4 – qualitative assessment of individual performance and determining individual compensation

Aligning pay with performance

During the fourth quarter of 2020 and early in 2021, following the committee’s approval of the company-wide annual incentive pool, the committee assessed each executive’s performance within the context of:

•  company performance as detailed on the company scorecard;

•  each executive’s performance against the executive’s goals; and

•  each executive’s incentive target range.

After the quantitative assessment of company performance, the committee applied its qualitative assessment of each executive officer in setting final compensation in order to ensure that outcomes are aligned with company and individual performance and with shareholder interests.

Once the committee determined each executive’s total compensation, the committee determined the appropriate mix between cash, stock deferral and long-term equity. For all NEOs, at least 60% of their total incentive is delivered in deferred equity.

2021 Proxy Statement        53

LOGOOur compensation components

Compensation components

We utilize the following compensation components in our executive compensation program to achieve our objectives:

Component

Purpose

Description

Base salary

Cash

Provides fixed pay for the performance of day-to-day job duties

Based on knowledge, skills, experience and scope of responsibility

Relatively small portion of total annual compensation

Evaluated on an annual basis; generally, remains static unless there is a promotion or adjustment needed due to industry trends

Annual incentive award Cash bonus and stock deferral

Recognizes current year achievement of goals and objectives

Aligns with company, business unit and individual performance

Deferral portion aligns executive with client and shareholder interests and encourages retention by vesting over time

Based upon assessment of company and individual performance

When mandated by local regulatory requirements, we grant awards denominated in our product fund offerings in lieu of annual stock deferral awards

Our annual deferral awards vest over four years in equal annual increments

Long-term incentive award

Equity

Recognizes potential for future contributions to the company’s long-term strategic objectives

Aligns executive with client and shareholder interests and encourages retention by vesting over time

Based upon assessment of company and individual performance

Our long-term equity awards are time-based and vest over four years in equal annual increments

Performance shares Equity

Aligns executive with client and shareholder interests

Encourages retention by vesting based on time and performance measures

New for 2020 pay, 60% of the combined value of the annual stock deferral and long-term incentive awards to executive officers is performance-based. Vesting is tied to adjusted operating margin and Relative TSR

Our performance-based equity awards have a three-year performance period and three-year cliff vesting

54        Invesco Ltd.

LOGOOur compensation philosophy and objectives

 

Compensation philosophy

Invesco’s compensation program is designed to support our multi-year strategic objectives and desire to reward the behaviors and discipline that generate strong investment performance for our clients and shareholders over the long-term by:

∎

aligning the interests of our senior-level employees and NEOs with those of clients and shareholders through long-term awards and accumulation of meaningful share ownership positions;

∎ownership;

balancingpay-for-performance with economic outcomes such that compensation is affordable to Invesco and its shareholders while fair to employees;

∎outcomes;

reinforcing our commercial viability by closely linking rewards to Invesco, business unit and individual results and performance;

∎

attracting, recognizing and retaining the best talent in the industry by ensuring a meaningful mix of cash and deferred compensation; and

∎

discouraging excessive risk-taking that would have a material adverse impact on our clients, shareholders or company.

Compensation components

We utilize the following compensation components in our executive compensation program to achieve our objectives:

 ComponentPurposeDescription

Base salary

 Cash

Provides fixed pay for the performance ofday-to-day job duties

Based on knowledge, skills, experience and scope of responsibility

Relatively small portion of total annual compensation

Evaluated on an annual basis; generally, remains static unless there is a promotion or adjustment needed due to economic trends in the industry

Annual incentive award

 Cash bonus and

 stock deferral

Recognizes current year achievement of goals and objectives

Aligns with company, business unit and individual performance

Deferral portion aligns executive with client and shareholder interests and encourages retention by vesting over time

Based upon assessment of company performance and individual performance

When mandated by local regulatory requirements, we grant awards denominated in our product fund offerings in lieu of annual stock deferral awards

Our annual deferral awards generally vest over four years in equal annual increments of 25% per year

Long-term incentive award

 Equity

Recognizes potential for future contributions to the company’s long-term strategic objectives

Aligns executive with client and shareholder interests and encourages retention by vesting over time

Based upon assessment of company performance and individual performance

Time-based and generally vest over four years in equal annual increments of 25% per year

42

 ComponentPurposeDescription

Performance shares

 Equity

Aligns executive with client and shareholder interests

Encourages retention by vesting based on time and performance measures

Fifty percent of the combined value of the annual stock deferral and long-term incentive awards is performance-based. For 2018 awards granted in February 2019, vesting is tied to adjusted operating margin and Relative TSR

Our performance-based equity awards have a three-year performance period and three-year cliff vesting

Emphasis on deferrals

The committee has designed our executive compensation program so a significant portion of an executive’s compensation is in the form of deferred incentives. The committee believes this appropriately aligns our executive’s interests with our shareholders as it focuses on long-term shareholder value creation.

Approximately, 60% - 69%70% of incentive compensation of our CEO and each of our senior managing directors is deferred. The committee has nopre-established policy or target on the compensation mix between pay elements.

 

Performance-based equity awards

Fifty percentNew for 2020, 60% of the combined value of the annual deferral award and the long-term equity award is performance-based. New for 2018 awardsVesting is tied to be granted in February 2019, the committee approved the following two performance measures –—adjusted operating margin (current) andRelativerelative TSR (new) over a three-year period.

The committee believes tying vesting to both adjusted operating margin and relative TSR over a multi-year period aligns with shareholder interests and the following goals with respect to performance-based awards:

Relative TSR

∎

tracks value created for shareholders as a quantitative measure

∎

aligns with shareholder interests

Adjusted operating margin (AOM)

∎

focuses discipline in corporate investments, initiatives and capital allocation

∎

is consistent with the way the business is managed

∎

is an important measure of overall strength of an asset manager

∎

aligns with Invesco’s shareholder value framework

∎

is a primary measure of focus of industry analysts

∎

is improved through effective management over the long term

∎long-term

more effectively avoids conflicts of interest with clients

Performance award vesting matrix

The number of shares that vest will equal the target award amount multiplied by the vesting percentage associated with the Average AOM and Relative TSR ranking on the chart below. Vesting may range from 0% to 150%. We believe that the linked vesting performance thresholds provides significant rigor to our incentive program, as payouts are not a range of outcomes but represent specific performance levels.

2021 Proxy Statement        55

The below vesting matrix is for performance-based equity awards granted in connection with 2020 pay.

Absolute 3-year  Relative TSR1 

average AOM (%)

               Lowest      7th      Median      3rd      Highest   

< 41.0

   100%              116%              133%              142%              150%   

40.0

   83%      103%      122%      133%      142%   

39.0

   67%      90%      111%      123%      133%   

37.5

   50%      75%      100%      113%      125%   

36.0

   33%      58%      83%      100%      117%   

34.5

   17%      42%      68%      88%      108%   

< 33.0

   0%      25%      50%      75%      100%   

 

43
1

Points between the stated data points are determined by ratable straight line interpolation.

 Performance award vesting matrix

 

 
 

In response to shareholder feedback, the committee added a second performance measure for performance-based equity awards. The number of shares that vest will equal the target amount multiplied by the vesting percentage associated with the Average AOM and Relative TSR ranking on the chart below. Vesting to range from 0% to 150%. We believe that the linked vesting performance thresholds adds to the significant rigor of our incentive program as payouts are not a range of outcomes but represent specific performance levels.

 

The company’s adjusted operating margin for 2018 was 36.5% and its Relative TSR was in the bottom quartile. Applying the 2018 performance results on a three-year average basis would result in a vesting percentage of 33% in respect to the 2018 performance-based awards – a meaningful impact on the compensation outcomes for our NEOs.

 

 

 
            
    Relative TSR
 

Average

AOM (%)  

   £ 25th%ile    

> 25th%ile and

< 55th%ile

 

 

   55th%ile    

> 55th%ile and

< 75th%ile

 

 

   ³ 75th%ile  
 

< 44.5

   100    113    125    138    150  

LOGO

 

 

42.5

   83    101    117    129    142 
 

40.5

   67    88    108    121    133 
 

38.5

   50    75    100    113    125 
 

36.5

   33    58    83    101    117 
 

34.5

   17    42    68    88    108 
 

£ 28.0

   0    25    50    75    100 
 

 

As noted above, if Invesco’s Relative TSR is equal to or below the 25th percentile and average adjusted operating margin is 28.0% or less, then our CEO and each of our senior managing directors will not be entitled to a distribution of any shares or accrued dividends.

 

The rigor of the thresholds, as well as the partial vesting of awards for failure to meet the target range and an upside opportunity for performance beyond the target range, align with the committee’s belief that the company’s performance-based awards demonstrate our pay-for-performance philosophy.

 Below is a summary of the features of our performance awards:
            
 Performance-based award features
 Performance period

 

   Three years
 Performance metrics

 

   Adjusted operating margin and Relative TSR
 Performance vesting range

 

   0% - 150%; straight line interpolation used for actual result
 Vesting

 

   3-year cliff
 Dividends

 

   Deferred and paid only to the extent an award vests
 Settlement

 

   Shares
 Clawback

 

   Subject to clawback policy in the event of fraudulent or willful misconduct

44

3Compensation Determination Process

Determining NEO compensationIf Invesco’s Relative TSR is the lowest ranked and average adjusted operating margin is 33% or less, then our CEO and each of our executives will not be entitled to a distribution of any shares or accrued dividends.

The rigor of the thresholds, as well as the partial vesting of awards for failure to meet the target range and an upside opportunity for performance beyond the target range, align with the the company’s operating plan and committee’s belief that the company’s performance-based awards demonstrate our pay-for-performance philosophy.

Below is our“4-step” timeline that describesa summary of the committee’s year-long compensation responsibilities and process for determining executive compensation, including individual NEO compensation. In making compensation decisions, the committee makes a quantitative assessmentfeatures of companyour performance (as described on pages35-36) and a qualitative assessment of individual performance. As noted, the committee reviews firm and peer financial data as well as progress against our annual operating plan. The committee’s philosophy demonstrates alignment with our executive compensation outcomes and our annual financial performance and multi-year strategic objectives. SeeNEO Compensation and Performance Summaries starting on page 48 for a description of NEO achievements in the context of quantitative company performance.awards:

Performance-based award features   

1

Step one| January- February

Confirm strategic objectives and establish operating plan

Review annual plan and set CEO goals and objectives

The Board reviews and affirms the firm’s multi-year strategic objectives. The Board establishes an annual operating plan, including financial planning and operational performance based upon the multi-year-strategic objectives. The committee approves the CEO’s performance goals, which are the firm’s annual operating plan. The Board and the committee are regularly updated on progress against our strategic objectives and operating plan which provides the context for performance evaluations atyear-end.

2

Step two| March– Januaryof thefollowing year

Review financials and other firm data

Review company performance (financial performance, delivery to clients and organizational strength) and other firm data

The committee and executives review the firm’s performance against the annual operating plan within the context of the multi-year strategic objectives and projected financial information. Throughout the year, the Board reviews strategic plans, financial and business results, talent development and succession planning, as well as other areas relevant to the firm’s performance.

3

Step three| October– January of the following year

Assess preliminary performance

Review firm and peer market data
Management reports to the Board and the committee on absolute and relative performance metrics compared to its peers, including financial performance, delivering to clients and organizational strength.
Review consultant’s reports on compensation
During an executive session, the committee’s independent consultant reports on publicly disclosed financial and compensation information for the firm’s peers and provides general market trends and recommendations regarding the firm’s approach to compensation.
Discuss preliminary NEO performance and pay
During an executive session, the CEO and Head of Human Resources meet with the committee to discuss a preliminary assessment of the performance of each NEO (other than the CEO) against company performance. During a later part of this executive session that excludes the CEO, the committee and Head of Human Resources engage in a preliminary assessment of the performance of the CEO against the firm’s annual operating plan. Company performance is assessed on a scorecard of three quantitative measures (financial performance, delivery to clients and organizational strength).

45

Performance periodThree years
Performance metricsAdjusted operating margin and Relative TSR
Performance vesting range0% - 150%; straight line interpolation used for actual result
Vesting3-year cliff
DividendsDeferred and paid only to the extent an award vests
SettlementShares
ClawbackSubject to clawback policy in the event of fraudulent or willful misconduct
4

Step fourI December– FebruarySee page 57 for a list of thefollowingyear

Establish annual incentive pool; assess final performance; and determine compensation

Establish annual incentive pool
The committee establishes a company-wide annual incentive pool using a range of34-48% ofpre-tax bonus operating income (“PCBOI”). The committee may go outside the range in circumstances it deems exceptional. Linking the aggregate incentive compensation pool to a defined range of PCBOI ensures incentive compensation is paid only when the company is generating operating income. The final pool is based on a review of full year financial information as well as peer compensation data and input from the committee’s independent consultant.
Determine executive compensation
During an executive session attended by the committee’s independent consultant, the committee reviews each NEO’s performance against individual goals and company performance and determines compensation based upon each NEO’s compensation target. Company performance is assessed based on a scorecard of three quantitative measures (financial performance, delivery to clients and organizational strength).

The committee reviews and confirms compensation targetspeers that we use for each NEO for the upcoming year as well as setting the terms of the time-based andour performance-based equity awards. See pages 42-43 for information about each of Invesco’s elements of pay and their purpose.

Role of the compensation committee

The committee’s responsibilities include:

∎

reviewing and making recommendations to the Boardboard about the company’s overall compensation philosophy;

 

∎

approving the aggregate compensation pool;

∎

evaluating the performance of, and setting the compensation for, the CEO; and

∎

overseeing management’s annual process for evaluating the performance of, and approving the compensation for, all other executive officers.

Role of the independent compensation consultant

The committee has engaged Johnson Associates, an independent consulting firm, to advise it on director and executive compensation matters. Johnson Associates assists the committee throughout the year by:

∎

providing analysis and evaluation of our overall executive compensation program, including compensation paid to our directors and NEOs;

∎

attending certain meetings of the committee and periodically meeting with the committee without members of management present;

∎

providing the committee with market data and analysis that compares executive compensation paid by the company with that paid by other firms in the financial services industry, which we consider generally comparable to us; and

∎

providing commentary regarding market conditions, market impressions and compensation trends.

56        Invesco Ltd.

    

Under the terms of its engagement with the committee, Johnson Associates does not provide any other services to the company unless the committee has approved such services. No such other services were provided in 2018.2020. The committee has considered various factors as required by NYSE rules as to whether the work of Johnson Associates with respect to director and executive compensation-related matters raised any conflict of interest. The committee has determined no conflict of interest was raised by the engagement of Johnson Associates.

Role of the executive officers

Our chief executive officer meets with thenon-executive directors throughout the year to discuss executive performance and compensation matters, including proposals on compensation for individual executive officers (other than himself). Our chief executive officer and head of human resources work with the committee to implement our compensation philosophy. They also provide to the committee information regarding financial and investment performance of the company as well as our progress toward our long-term strategic objectives. Our chief financial officer assists as needed in explaining specific aspects of the company’s financial performance.

 

46

2021:

Market data

The committee, with assistance from Johnson Associates, reviews the composition of our peer group to ensure that the group continues to serve as an appropriate market data provided byreference for executive compensation purposes. In considering the composition of our peer group, the committee considers a broad set of comparators firms from several perspectives. The committee evaluates business model and scope, historical pay ranges, and competitors who we compete for talent.

Recent industry consolidation and a corresponding decline in the number of relevant peer firms, have created challenges in identifying a meaningful peer group. During the committee’s independent consultant includes performance and pay practices of firms in the financial services industry, which we consider generally comparablerecent peer group assessment, emphasis was given to us. Thisa narrower, exclusively investment management focused peer group. The peer group as described below, includes a mix of publicly traded US and globalemphasizes pure asset management firms supplemented by firms with significant business overlap and banks.

similar scale.

The reference material provided by the committee’s independent consultant assists the committee in gaining an awareness of industry compensation standards, practices and trends and informs the committee’s compensation determinations for our executive officers, including our NEOs.

The committeecompany’s peer group does not targetsolely determine executive pay outcomes but is a percentilereasonable reference point and one of market ormultiple perspectives considered when determining executive (including NEO) pay.

Below is the compensation peer group with respect to total pay packages or any individual components. Individual NEO compensation decisions are primarily based onthat we will use for 2021 as well as for the committee’s assessment of company and individual performance.

Peer group composition – compensation
In determining executive compensation, the committee reviews the executive compensation practices and levels of our industry peer companies, which consists of:
 US focused (7 peers)
 -   Affiliated Managers Group-   Eaton Vance-   TD Ameritrade
 -   Ameriprise Financial-   Federated Investors-   T. Rowe Price
 -   Charles Schwab
 Global (6 peers)
 -   AB-   Franklin Resources-   Lazard
 -   BlackRock-   Legg Mason-   Principal Financial Group
 Custody and trust banks (3 peers)
 -   Bank of New York Mellon-   Northern Trust-   State Street
Peer group composition –2020 performance-based awards
In determining vesting for 2018 performance-based awards that were granted in February 2019, Relative TSR will be calculated based on the TSR of the company and the constituents of the S&P 500 asset managementsub-index for the performance measurement period. The committee believes that the S&P 500 asset management sub-index, although small, reflects the company’s core business activities. The committee will evaluate, from time to time, the appropriateness of this peer group. The current firms (other than Invesco) that comprise the S&P 500 asset management sub-index are:
 US focused (3 firms)
 -   Affiliated Managers Group-   Ameriprise Financial-   T. Rowe Price
 Global (2 firms)
 -   BlackRock-   Franklin Resources
 Custody and trust banks (1 firm)
 -   Bank of New York Mellon
Peer group

•  AllianceBernstein1

•  Goldman Sachs (Asset Management)

•  Northern Trust1

•  Bank of NY Mellon1

•  Janus Henderson1

•  State Street1

•  BlackRock1

•  Lazard1

•  T. Rowe Price1

•  Franklin Resources1

•  Morgan Stanley (Investment Management)

47
1

Vesting for performance-based equity awards is calculated based on absolute adjusted operating margin and the TSR of the company and its designated peer group. The above firms comprise the designated peer group for purposes of determining relative TSR for performance-based equity awards.

2021 Proxy Statement        57

    4    NEO Compensation and Performance Summaries

LOGO

Compensation policies and practices

Linking pay and performance

Below is a summary of 2018 NEO compensation and material accomplishments the committee considered when determining compensation for 2018.

LOGO

Martin L. Flanagan

President and CEO

 2018 Compensation

 (in 000s)

Responsibilities

Mr. Flanagan is President and CEO. He develops, guides and oversees execution of Invesco’s long-term strategic priorities to deliver value for clients and shareholders over the long-term.

Mr. Flanagan is responsible for senior leadership development and succession planning, defining and reinforcing Invesco’s purpose and engaging with key clients, industry leaders, regulators and policy makers.

 Base salary$790

 Annual incentive award - Cash$3,300

 Annual incentive award - Stock deferral$1,350

 Long-term equity award$5,560

 Total annual compensation$11,000

In determining Mr. Flanagan’s compensation, the committee took into consideration (i) the positive achievements with respect to the company’s multi-year strategic objectives as discussed on page 2 and the “effective” rating of the company’s quantitative measures as discussed on pages 36 and 40, (ii) the company’s disappointing 2018 financial performance and short-term financial impact to shareholders (including the underperformance of Invesco’s stock relative to our peers) as discussed in the letter from the Chairperson and CEO and further on page 1, and (iii) overall market dynamics.

The committee decided, and Mr. Flanagan agreed, that his total incentive compensation should be lowered to $10.2 million, which is 78.5% of his 2018 incentive target of $13 million. Mr. Flanagan’s total 2018 compensation was down 20.1% from 2017.

2018 Key achievements

-  Mr. Flanagan led the planned acquisition of MassMutual’s asset management affiliate, OppenheimerFunds, which is expected to close in the second quarter of 2019. The combination with OppenheimerFunds will help accelerate Invesco’s growth initiatives, increase our scale and client relevance, and expand our comprehensive suite of differentiated investment products. This strategic transaction is expected to bring Invesco’s total AUM to more than $1.1 trillion.

-  Further strengthened our market-leading solutions capability, leveraging one of the industry’s strongest, most experienced solutions teams to deliver customized outcomes for clients.

-  Under Mr. Flanagan’s leadership, the firm completed the acquisition of Guggenheim Investments’ exchange-traded funds (ETF) and Intelliflo, the No. 1 technology platform1 for financial advisors in the UK. The Guggenheim acquisition strengthened Invesco’s market-leading ETF capabilities as well as the firm’s efforts to meet the needs of institutional and retail clients in the U.S. and across the globe. Intelliflo builds on the 2016 acquisition of Jemstep to enable an advisor-focused digital platform that enhances the firm’s ability to meet evolving client needs.

-  Invesco launched a fixed income fund for investors to invest in China’s “Belt and Road” (B&R) initiative.

-  Invesco Great Wall experienced strong growth. In June, Invesco Great Wall’s Jingyi Money Market Fund was selected as one of seven money market funds to be included in the money market program, Yu’E Bao, administered by Ant Financial, an affiliate of Alibaba. In addition, Invesco Great Wall won numerous industry awards sponsored by the Asset Management Association of China.

-  Invesco won the 2018 Multi Asset Manager of the year award sponsored by the LAPF Investment Awards and was named best-performing ETF in the U.S. Small Cap Healthcare and Software categories.

-  Invesco earned an A+ rating in PRI (Principles for Responsible Investment) for its overall approach to responsible investment for the second consecutive year.

-  Mr. Flanagan continued to champion our corporate culture and provide development opportunities for our talented professionals across the globe. We continued to make progress toward our commitment to improve diversity across our global business.

-  In 2018, Invesco was named one of the best places to work in money management byPensions and Investments®.

1  Platform - Adviser Market: Fintech and Digital, January 2018 report

 

 

48

CEO pay and financial performance

The below charts demonstrate that over the last five years the committee has ensured that the CEO’s compensation has aligned closely with the financial outcomes of the firm.

LOGO

1  Consists of salary, annual cash bonus, annual stock deferral award and long-term equity award (50% of the combined value of the annual stock deferral and long-term equity awards is performance based for 2017 and 2018). See note on page 41 regarding differences from the summary compensation table.

2  The adjusted financial measures are allnon-GAAP financial measures. See the information in Appendix B of this Proxy Statement regardingNon-GAAP financial measures.

The table below shows the year-over-year change in adjusted operating income, adjusted operating margin and CEO compensation:

    2014       2015       2016       2017       2018     
     
  Adjusted operating income1   +16%   LOGO    -0.5%   LOGO    -13%   LOGO    +14%   LOGO    -6%   LOGO      
     
                                              
     
  Adjusted operating margin1   +4   LOGO    -1   LOGO    -6   LOGO    +3   LOGO    -8%   LOGO      
     
                                              
     
  CEO total incentive compensation2   +7%   LOGO    -6%   LOGO    -11%   LOGO    +3%   LOGO    -21%   LOGO      
     
               

1  The adjusted financial measures are allnon-GAAP financial measures. See the information in Appendix B of this Proxy Statement regardingNon-GAAP financial measures.

2  Consists of annual cash bonuses, annual stock deferral awards and long-term equity awards.

   

   

49

Other NEO pay and performance

LOGO

Loren M. Starr

Senior Managing Director

and Chief Financial Officer

2018 Compensation

(in 000s)

Responsibilities

Mr. Starr serves as Senior Managing Director and Chief Financial Officer.

Mr. Starr is responsible for planning, implementing, managing and controlling all corporate financial-related activities of the firm,

including forecasting, strategic planning, capital allocations and expense management. He also oversees corporate finance, accounting, investor relations and corporate strategy.

Base salary$450
Annual incentive award - Cash$912
Annual incentive award - Stock deferral$397
Long-term equity award$1,641
Total annual compensation$3,400
Based on the quantitative outcome of Invesco’s performance and a qualitative review of Mr. Starr’s individual performance, our committee determined that Mr. Starr’s total incentive compensation should be $2.95 million, which is 95.2% of his incentive target of $3.1 million. Mr. Starr’s total 2018 compensation was down 3.3% from 2017.

2018 Key achievements

-  Mr. Starr was responsible for identifying funding to support investments in long-term, strategic initiatives (the “growth initiatives”), which include ETFs, factor-based investing, solutions capabilities, expansion in China and our digital platforms.

-  Mr. Starr assisted in the planning and execution of the Guggenheim and Intelliflo acquisitions. Mr. Starr was responsible for obtaining the funding, managing the synergies and delivering positive shareholder impacts for these transactions. Mr. Starr played a critical role in the planned acquisition of OppenheimerFunds, which is expected to close the second quarter of 2019.

-  Under Mr. Starr’s leadership, the firm saved approximately $35 million through the elective application of the US Tax Reform opportunities and VAT refunds.

-  In 2018, Mr. Starr took on the responsibility of client reporting for the Private Markets Investment Services Platform thereby creating a centralized approach to reporting and servicing clients across the private markets, including direct real estate, Invesco private capital and collateralized loan obligations.

-  Mr. Starr continued to drive savings through our business optimization efforts, which delivered approximately $56 million in annualizedrun-rate savings as of the end of 2018. The savings are being reinvested in initiatives that strengthen our ability to meet client needs and key growth initiatives for future years.

50

LOGO

Andrew T. S. Lo

Senior Managing Director

and Head of Asia Pacific

2018 Compensation

(in 000s)

Responsibilities

Mr. Lo is Senior Managing Director and Head of Asia Pacific.

Mr. Lo is responsible for the firm’s operation in the Asia Pacific region where he endeavors to address the large and growing needs of our investors in the region. He works with clients to understand their issues and objectives and finding solutions for them.

Base salary$458
Annual incentive award – Cash$1,337
Annual incentive award – Stock deferral$529
Long-term equity award$2,200
Total annual compensation$4,524

Based on the quantitative outcome of Invesco’s performance and a qualitative review of Mr. Lo’s individual performance, our committee determined that Mr. Lo’s total incentive compensation should be $4.1 million, which is 101.7% of his incentive target of $4.0 million. Mr. Lo’s total 2018 compensation was up 1.4% from 2017.

2018 Key achievements

-  Under Mr. Lo’s leadership, the Asia-Pacific region experienced strong investment results with 66%, 79% and 78% of assets above peers on a1-,3- and5-year basis, respectively. AUM exceeded $104.5 billion, a record high for the region, representing a year-over-year growth of 17.4%, with 2018 net inflows of $13.4 billion.

-  Mr. Lo led the initiative to accelerate our China growth opportunities. China-sourced AUM grew from $28 billion to $36.8 billion and net inflows increased by $14.0 billion. Growth of Invesco Great Wall’se-commerce business accelerated in 2018, with a 2014 - 2018 compound annual growth rate of 548% in money market funds, 48% in equity and 133% in fixed income. Thee-commerce business has transformed the digital distribution engagement with key online platforms in China, accounting for 44% of total Invesco Great Wall AUM as of the end of 2018. Invesco Great Wall is ranked amongst the top fund management firms on Ant FinancialsE-commerce platform, in terms of growth and number of clients, with AUM of $11.1 billion. Additionally, Invesco’s investment performance in China was recognized by numerous awards, including Excellent FMC & Management Leadership and Excellent Portfolio Management & Team by Asset Management Association of China.

-  Mr. Lo assisted with expanding the firm’s relevance in Australia by creating and launching specialized and differentiating strategies; AUM grew over 60% in 2018.

-  Mr. Lo’s continued success in delivering Invesco’s global capabilities to meet clients’ needs grew gross sales in the region by $29.6 billion.

-  Under Mr. Lo’s leadership, the firm has seen success with Invesco’s growth initiatives - winning the first factor mandate and assisting with positioning Invesco as the number one fixed maturity products provider in Taiwan.

-  Mr. Lo received the Lifetime Achievement Award in 2018 by Asia Asset Management.

51

LOGO

Gregory G. McGreevey

Senior Managing Director,

Investments

2018 Compensation

(in 000s)

Responsibilities

Mr. McGreevey serves as Senior Managing Director, Investments. He has responsibility for certain of Invesco’s global investment teams, trading, Global Performance and Risk Group and investment administration.

Base salary$450
Annual incentive award – Cash$1,801
Annual incentive award – Stock deferral$674
Long-term equity award$2,075
Total annual compensation$5,000

Based on the quantitative outcome of Invesco’s performance and a qualitative review of Mr. McGreevey’s individual performance, our committee determined that Mr. McGreevey’s total incentive compensation should be $4.55 million, which is 98.9% of his incentive target of $4.6 million. Mr. McGreevey’s total 2018 compensation was unchanged from 2017.

2018 Key achievements

-  The fixed income teams under his direction maintained strong investment performance with 64%, 72%, and 74% of assets in the top quartile of peer groups on a1-,3-, and5-year basis, respectively.

-  Mr. McGreevey advanced the firm’s global leadership in factor investing by creating the Office of Global Factor Investing. He reinitiated the Factor Research Forum to ensure Invesco maintains the highest quality factor research within the organization. He also grew the Invesco Solutions team globally, adding expertise in Advisory, Analytics, and Portfolio Management. He led the establishment of the Solutions client engagement model, developing capabilities to reach retail and institutional clients in all regions.

-  Mr. McGreevey advanced our global ESG presence. He played a key role in accepting the CIO Industry Innovation Award by advancing Invesco’s global ESG presence. The award recognizes Invesco as a global advocate for sustainability and leadership in sustainability reporting.

-  Mr. McGreevey played a key role in driving diversity of thought among investors by forming the Global Investments Council and holding Invesco’s first annual Global Investors’ Forum Summit to foster strong relationships among the various investment teams through collaboration. The council encourages greater connectivity and improved access to team research. In addition, Mr. McGreevey is leading the effort to innovate across investment teams by creating twoinvestment-led innovation focus groups (Research and Implementation) to facilitate innovative capabilities that generate alpha and close technology gaps among current investment processes.

52

LOGO

Philip A. Taylor

Vice Chair (formerly Senior

Managing Director and Head

of the Americas)

2018 Compensation

(in 000s)

Responsibilities

Mr. Taylor has served as Vice Chair since March 2019. In his role as Vice Chair, Mr. Taylor continues to oversee activities in connection with the planned acquisition of Oppenheimer Funds and the succession of Mr. Schlossberg as senior managing director and head of the Americas.

Previously, Mr. Taylor served as senior managing director and head of Invesco’s Americas business and had responsibility for the firm’s exchange-traded funds capabilities globally, corporate communications and for human resources.

Base salary$492
Annual incentive award - Cash$2,235
Annual incentive award - Stock deferral$946
Long-term equity award$3,338
Total annual compensation$7,011

Mr. Taylor’s compensation is based on his separation agreement entered into with the company in 2018. See page 56 for further details regarding 2019 payments required pursuant to Canadian employment law.

2018 Key achievements in prior role as Senior Managing Director and Head of the Americas

-  Under Mr. Taylor’s leadership, the BulletShares ETFsline-up, acquired through the Guggenheim acquisition, saw $2.1 billion net inflows during 2018.

-  Mr. Taylor played a key role in the expected acquisition of OppenheimerFunds, anticipated to close in second quarter 2019, which is expected to increase AUM by $213 billion and strengthen Invesco’s distribution capabilities.

-  Mr. Taylor’s leadership increased distribution excellence in the Americas by creating a “Distribution Lab” to test and explore a variety of strategies utilizing data from the data analytics team created in 2017. The marketing team onboarded new automation capabilities to help increase recommendation lists, model placements and deepen platform intelligence.

53

5    Compensation Policies and Practices

Summary of executive compensation practices

Our executive compensation program reflects our commitment to responsible financial and risk management and is demonstrated by the following policies and practices:

 

What we do

✓

Align pay with performance

✓

Link incentive compensation to the firm’s performance

✓

Emphasize deferred compensation with long vesting periods in order to align executives with client and shareholder interests

✓

Robust performance measures

✓

Require 60% of equity awards for executive officers to be performance-based

✓

Maintain a clawback policy for executive officers for performance-based compensation

✓

Engage in frequent outreach to provide shareholders and major proxy advisory firms with opportunities for feedback and insights on our executive compensation program

✓

Maintain significant stock ownership guidelines for our executive officers

✓

Maintain a cap on cash bonuses for our executive officers and total compensation cap for our CEO

✓

Utilize “double triggers” for vesting of equity awards in the event of a change in control

✓

Retain an independent compensation consultant to assess our executive compensation program

What we don’t do

X

No dividends or dividend equivalents on unvested performance-based awards

✓  Align pay with performance

✓  Link incentive compensation to the firm’s performance

✓  Emphasize deferred compensation with long vesting periods in order to align executives with client and shareholder interests

✓  Require 50% of equity awards to be performance based

✓  Maintain a clawback policy allowing for the recoupment of performance-based compensation in the event of a material restatement of our financial results

✓  Engage in frequent outreach in order to provide shareholders with opportunities to provide feedback and insights on our executive compensation program

✓  Ensure executives meet our significant stock ownership guidelines

✓  Maintain a cap on CEO cash bonus and total compensation

✓  Utilize “double triggers” for vesting of equity awards in the event of a change in control

✓  Retain an independent compensation consultant to assess our executive compensation program

✓  Limit perquisites

✓  Monitor risk by regularly reviewing incentive compensation program and practices

×  Pay dividends or dividend equivalents on unvested performance-based awards

×  Provide tax gross ups

×  Allow short selling, hedging or pledging of company stock by insiders

×  Permit share recycling on stock options and stock appreciation rights

×  Provide

X

No tax gross ups

X

No short selling, hedging or pledging of company stock by insiders

X

No share recycling on stock options and stock appreciation rights

X

No reloads on stock options or SARs

X

No supplemental retirement benefits or retirement arrangements

X

No supplemental severance benefit arrangements outside of standard benefits

X

No repricing of stock options without shareholder approval

 

Stock ownership policy

Our Executive Officer Stock Ownership Policy requires the CEO to hold at least 250,000 shares of Invesco common stock. All other NEOsexecutives must hold at least 100,000 shares of Invesco common stock.

All of our NEOsexecutives have exceeded the stock ownership requirements.

 

 

Hedging policy

As part of our Insider Trading Policy, our hedging policy prohibits hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involving our securities; however, limited exceptions are allowed. To date, no exceptions have been made. The hedging policy is in place for all of our directors, officers, employees and any of their respective (i) family members that reside in the same household as the individual, (ii) anyone else who lives in the household, (iii) family members outside of the household that the individual directs or influences control and (iv) any entities, including any corporations, partnerships or trusts that the individual influences or controls. Certain aspects of this policy do not apply to Trian, an institutional investment manager of which Mr. Garden is Chief Investment Officer and Mr. Peltz is Chief Executive Officer, and the funds and investment vehicles managed by Trian. The company’s general policy nevertheless applies to each of Mr. Garden and Mr. Peltz in his individual capacity.

Clawback policy

All performance-based equity awards ofheld by our executivesexecutive officers are subject to forfeiture or “clawback” provisions, which provide that any vested or unvested shares, any dividends and the proceeds from any sale of such shares, are subject to recovery by the company in the event that:

∎

the company issues a restatement of financial results to correct a material error;

∎

the committee determines that fraud or willful misconduct on the part of the employee was a significant contributing factor; and

∎

some or all of the shares granted or received prior to such restatement would not have been granted or received based upon the restated financial results.

54

58        Invesco Ltd.

 

Benefits

All NEOs are entitled to receive medical, life and disability insurance coverage and other corporate benefits available to most of the company’s employees working in the same country. NEOs are also eligible to participate in the Employee Stock Purchase Plan on the same terms as the company’s other employees. In addition, the NEOs may participate in the 401(k) plan or similar retirement savings plans in the NEO’s home country.

 

Perquisites

The company provides limited perquisites to its NEOs to aid the executives in their execution of company business. The committee believes the value of perquisites are reasonable in amount and consistent with its overall compensation plan.

Mr. Flanagan has personal use of company-provided aircraft. The company leases an airplane for which it pays direct operating expenses, monthly lease payments and management fees.

The compensation

Compensation attributed to our NEOs for 20182020 perquisites is included in theAll Other Compensation Table for 20182020 on page 59.

62.

 

Tax reimbursements

Invesco did not provide tax reimbursements for any perquisites or other compensation paid to our NEOs.

 

Tax deductibility of compensation

With respect

The committee considers the tax and accounting consequences of the compensation plans applicable to tax years prior to 2018, Section 162(m) of theexecutive officers. Under Internal Revenue Code generally limited the deductibilitySection 162(m), compensation paid to certain executive officers of annual compensation paidpublic companies in excess of $1 million in any tax year to covered employees of publicly held corporations to $1 million per executive, unless such compensation qualified as performance-based. Covered employees include the chief executive officer and chief financial officer and the next three highest paid executive officers.

generally is not deductible. The Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, substantially modified Section 162(m) and eliminated the performance-based pay exception to the $1 million deduction limit effective January 1, 2018. As a result, equity awards granted, or other compensation providedpreviously available under arrangements entered into or materially modified after November 2, 2017 generally will not be deductible to the extent they result in compensationSection 162(m) is no longer available except with respect to certain executivesgrandfathered amounts which may continue to be deductible. No actions have been taken that exceeds $1 million inwere intended to impact the status of any one year for such executive, whether or not it is performance-based. In addition, covered employees will include any individual who served as chief executive officer or chief financial officer at any time during the tax year and the three other most highly compensated officers (other than the chief executive officer and chief financial officer) for the tax year. Once an individual becomes a covered employee during any tax year beginning after December 31, 2016, that individual will remain a covered employee for all future tax years, including following any termination of employment.
The Tax Cuts and Jobs Act includes a transition relief rule under which the changes to Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. However, because of uncertainties as to the application and interpretation of the transition relief rule, no assurances can be given at this time that our existing contracts and awards, even if in place on November 2, 2017, will meet the requirements of the transition relief rule.
grandfathered amounts.

 

55

 

Employment agreements

Martin L. Flanagan –— Our CEO has an employment agreement with the company. Under the employment agreement, Mr. Flanagan is employed as President and Chief Executive Officer of the company. The agreement terminates upon the earlier of December 31, 2025 (the year in which Mr. Flanagan reaches age 65) or the occurrence of certain events, including death, disability, termination by the company for “cause” or termination by Mr. Flanagan for “good reason.”

The terms of Mr. Flanagan’s amended employment agreement provide:

∎

an annual base salary of not less than $790,000;

∎

the opportunity to receive an annual cash bonus award based on the achievement of performance criteria;

∎

the opportunity to receive share awards based on the achievement of performance criteria;

∎

eligibility to participate in incentive, savings and retirement plans, deferred compensation programs, benefit plans, fringe benefits and perquisites and paid vacation, all as provided generally to other U.S.-based senior executives of the company; and

∎ post-employment compensation of one times the sum of base, bonus and share awards, subject to certain agreed minimums described below; and

∎

certain stipulations regarding termination of employment that are described inPotential Payments Upon Termination or Change in Control.

In the event of his termination without “cause” or resignation for “good reason” he, Mr. Flanagan is entitled to receive the following payments and benefits (provided he has not breached certain restrictive covenants):

∎

his then-effective base salary through the date of termination;

∎

a prorated portion of the greater of $4,750,000 or his most recent annual cash bonus;

∎

immediate vesting and exercisability of all outstanding share-based awards;awards (with performance-based awards vested at 100% of target);

∎

any compensation previously deferred under a deferred compensation plan (unless a later payout date is stipulated in his deferral arrangements);

∎

a cash severance payment generally equal to the sum of (i) his base salary; (ii) the greater of $4,750,000 or his most recent annual cash bonus; and (iii) the amount of his most recently maderecent annual equity grant (unless the value thereof is less than 50% of the next previously-made grant, in which case the value of the next previously-made grant will be used);

∎

continuation of medical benefits for him, his spouse and his covered dependents for a period of up to 36 months following termination;

∎

any accrued vacation; and

∎

any other vested amounts or benefits under any other plan or program.

2021 Proxy Statement        59

Philip TaylorLoren Starr -— On November 20, 2018,February 24, 2020, the company announced the planned departurethat Mr. Starr would transition from chief financial officer to Vice Chair of Mr. Taylor at the end of 2019. Mr. Taylor and the company entered intoeffective August 1, 2020. As Vice Chair, Mr. Starr acted as a separation agreement, which provides for certain payments as outlined below:

∎ Continuation of current monthly salary until Mr. Taylor’s departure date;

∎ For 2018, a cash bonus of $2,117,232, annual deferral award of $895,752 and long-term equity of $3,337,960;1

∎ For 2019, a cash bonus of $1,459,090 as compensation for continuing to oversee activities in connection with the planned acquisition of Oppenheimer Funds and the succession of Mr. Schlossberg as senior managing director and head of the Americas;

∎ Pursuant to applicable Canadian employment laws, required termination payments equal to (i) two years of salary and cash bonuses in the amount of $5,463,983; (ii) a cash payment of $1,058,428 equaladvisor to the amount of annual stock deferred awardscompany’s executive management team and long-term restricted stock awards that would vest during atwo-year term; and (iii) two years of groupled special projects. Mr. Starr remained Vice Chair until his retirement savings plan benefits infrom the amount of $20,576; andcompany on March 1, 2021.

∎ Acceleration of vestingIn July 2020, the committee approved the acceleration of all unvested annual stock deferral awards and long-term equity awards (with performance-based awards vesting at 100% of target) given Mr. Taylor’s 20Starr’s 15 years of valuable service to the company.

Mr. Starr’s incentive awards were accelerated as of March 1, For 2018, Mr. Taylor’s actual cash bonus, annual deferred award and long-term equity were nominally larger to reflect the size of the final incentive pool. See page 53 for Mr. Taylor’s 2018 compensation outcomes.

2021.

56

Other NEOs – — Our other NEOs are parties to employment arrangements that create salary continuation periods of six or twelve months in the event of voluntary termination of service or involuntary termination of service without cause or unsatisfactory performance. See Potential Payments Upon Terminationpayments upon termination or Changechange in Control control below.

 

Potential payments upon termination or change in control

Generally, all participants in our global equity incentive plans who hold equity awards (other than the parties covered by UCITS), including our NEOs, are eligible, under certain circumstances, for accelerated vesting in the event of a change of control of the company that is followed by involuntary termination of employment other than for cause or unsatisfactory performance or by voluntary termination for “good reason”. Philip Taylor has entered into an agreement with the company regarding his departure from the company at the end of 2019. This agreement is described in detail above.

 

Compensation Committeecommittee report

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the compensation committee has recommended to the Boardboard that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form10-K for the year ended December 31, 2018.

2020.

Respectfully submitted by the compensation committee:

C. Robert Henrikson (Chairperson)

(Chair)

Sarah E. Beshar

Ben

Thomas M. Finke1

Edward P. Garden1

William F. Johnson III

Glavin, Jr.

Denis Kessler

Sir Nigel Sheinwald

G. Richard Wagoner, Jr.

Phoebe A. Wood

 

57
1

Mr. Finke joined the Compensation Committee effective December 1, 2020, and Mr. Garden joined the Compensation Committee effective November 4, 2020.

60        Invesco Ltd.

 

Summary compensation table for 20182020

The following table sets forth information about compensation earned by our named executive officers during 2016, 20172018, 2019 and 20182020 in accordance with SEC rules. The information presented below may be different from compensation information presented in this Proxy Statement under the captionExecutive compensation –— Compensation discussion and analysis, as such section describes compensation decisions made in respect of the indicated fiscal year, regardless of when such compensation was actually paid or granted. For an explanation of the principal differences between the presentation in the Compensation discussion and analysis and the table below, please see the note on page 41.44.

       
Name and Principal Position  Year   Salary ($)1   

Share

awards ($)2

   Non-equity
incentive plan
compensation
($)3		   All other
compensation
($)4		   Total ($) 

Martin L. Flanagan

   2020    790,000    7,755,984    3,093,000    108,118    11,747,102 

President and Chief

   2019    790,000    6,909,962    3,704,000    114,987    11,518,949 

Executive Officer

   2018    790,000    8,714,798    3,300,000    116,901    12,921,699 

 

 

L. Allison Dukes

   2020    500,000    1,499,996    900,000    7,550    2,907,546 

Senior Managing Director

and Chief Financial Officer

            

 

 

Andrew T.S. Lo

   2020    462,398    2,941,920    1,400,000    69,536    4,873,854 

Senior Managing Director

   2019    458,070    2,729,163    1,400,000    63,677    4,650,910 

and Head of Invesco Asia Pacific

   2018    457,978    2,628,842    1,337,213    63,570    4,487,603 

 

 

Gregory G. McGreevey

   2020    450,000    3,499,978    1,890,000    30,024    5,870,002 

Senior Managing Director,

   2019    450,000    2,749,364    2,100,000    30,309    5,329,673 

Investments

   2018    450,000    2,632,942    1,800,610    29,349    4,912,901 

 

 

Andrew R. Schlossberg

   2020    450,000    2,729,981    1,638,000    63,676    4,881,657 

Senior Managing Director,

   2019    450,000    2,186,395    1,820,000    87,966    4,544,361 

Head of the Americas

   2018    450,000    2,159,940    1,457,600    47,442    4,114,982 

 

 

Loren M. Starr

   2020    450,000    2,037,974    848,160    32,096    3,368,230 

Retired Vice Chair, Former

   2019    450,000    2,037,854    912,000    31,934    3,431,788 

Senior Managing Director and

   2018    450,000    2,072,928    911,976    30,830    3,465,734 

Chief Financial Officer

            

 

 

1

For each of the named executive officers, includes salary that was eligible for deferral, at the election of the named executive officer, under our 401(k) plan or similar retirement savings plan in the named executive officer’s country. For each of the named executive officers, salary is unchanged from 2019. For Mr. Lo, base salary is converted to U.S. dollars using an average annual exchange rate, which accounts for the different salary amounts shown despite the fact Mr. Lo’s salary has not charged during the periods shown.

2

For share awards granted in 2020, includes (i) time-based equity awards that vest in four equal annual installments on each anniversary of the date of grant; and (ii) performance-based awards, which are subject to a three-year performance period (2020-2022) and vest on February 28, 2023. The value of performance-based awards is based on the grant date value and reflects the probable outcome of such conditions and represents the target level (100%) of achievement. If maximum level of performance had been assumed, the grant date fair value of the performance-based awards would have been: (i) $$5,816,988 for Mr. Flanagan; (ii) $1,528,481 for Mr. Starr; (iii) $2,206,440 for Mr. Lo; (iv) $2,624,983 for Mr. McGreevey; and (v) $2,047,486 for Mr. Schlossberg. See Grants of plan-based share awards for 2020 below for information about the number of shares underlying each of the equity awards. Grant date fair values were calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 “Compensation — Stock Compensation” (“ACS 718”). The grant date fair value was calculated by multiplying the target number of shares granted by the closing price of the company’s common shares on the date of grant. The amounts disclosed do not reflect the value actually realized by the named executive officers. For additional information, please see Note 12 — “Common Share-Based Compensation” to the financial statements in our 2020 Annual Report on Form 10-K.

3

Reflects annual cash bonus award earned for the year by the named executive officers and paid in February of the following year.

4

The table below reflects the items that are included in the All Other Compensation column for 2020.

2021 Proxy Statement        61

All other compensation table for 2020

Name  Insurance
premiums ($)		   

Company
contributions to
retirement and

401(k) plans ($)1

   Tax
consultation ($)		   Perquisites ($)2   Total all other
compensation ($)		 

Martin L. Flanagan

   9,558    23,100    —    75,460    108,118 

L. Allison Dukes

   300    6,000    —    —    6,300 

Andrew T.S. Lo

   8,186    53,425    6,000    —    69,536 

Gregory G. McGreevey

   6,924    23,100    —    —    30,024 

Andrew R. Schlossberg

   2,460    23,100    30,961    7,155    63,676 

Loren M. Starr

   8,996    23,100    —    —    32,096 

1

Amounts of matching contributions paid by the company to our retirement savings plans are calculated on the same basis for all plan participants, including the named executive officers.

2

Perquisites include the following:

                   Non-equity   All other      
               incentive plan   compensation     
Name and Principal Position  Year   Salary ($)1   Share awards ($)2   compensation ($)3   ($)4   Total ($) 
                                  

Martin L. Flanagan

   2018    790,000    8,714,708    3,300,000    116,901    12,921,609 

President and Chief

   2017    790,000    8,622,702    4,268,003    124,490    13,805,195 

Executive Officer

   2016    790,000    9,644,970    4,045,500    126,585    14,607,055 
                                  

Loren M. Starr

   2018    450,000    2,072,928    911,976    30,830    3,465,734 

Senior Managing Director

   2017    450,000    2,050,470    991,278    29,709    3,521,457 

and Chief Financial Officer

   2016    450,000    2,293,987    939,600    28,374    3,711,961 
                                  

Andrew T.S. Lo

   2018    457,978    2,628,842    1,337,213    63,570    4,487,603 

Senior Managing Director

   2017    460,419    2,549,447    1,371,500    66,011    4,447,377 

and Head of Invesco Asia Pacific

   2016    462,062    2,782,980    1,300,000    68,656    4,613,698 
                                  

Gregory G. McGreevey5

   2018    450,000    2,632,942    1,800,610    29,349    4,912,901 

Senior Managing Director,

   2017    450,000    3,274,988    1,917,000    27,861    5,669,849 

Investments

            
                                  

Philip A. Taylor

   2018    492,444    4,333,222    2,234,856    18,617    7,079,139 

Vice Chair

   2017    491,458    4,034,918    2,352,480    16,579    6,895,435 
   2016    481,346    4,519,953    2,262,000    17,494    7,280,793 

1

For each of the named executive officers, includes salary that was eligible for deferral, at the election of the named executive officer, under our 401(k) plan or similar plan in the named executive officer’s country. For each of the named executive officers, salary is unchanged from 2017.

For Messrs. Lo and Taylor, base salary is converted to U.S. dollars using an average annual exchange rate, which accounts for the different salary amounts shown despite the fact neither has experienced a salary change during the period shown.

2

For share awards granted in 2018, includes (i) time-based equity awards that generally vest in four equal annual installments on each anniversary of the date of grant; and (ii) performance-based awards, which are subject to a three-year performance period (2018-2020) and vest on February 28, 2021; except that, with respect to Mr. Taylor, the performance-based equity award is subject to a33-month performance period (January 1, 2018 - September 30, 2020) and vests on December 15, 2020. The value of performance-based awards is based on the grant date value and reflects the probable outcome of such conditions and represents the target level (100%) of achievement. SeeGrants of plan-based share awards for 2018below for information about the number of shares underlying each of the time-based equity awards.

Grant date fair values were calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 “Compensation – Stock Compensation” (“ACS 718”). The grant date fair value was calculated by multiplying the target number of shares granted by the closing price of the company’s common shares on the date of grant. The amounts disclosed do not reflect the value actually realized by the named executive officers. For additional information, please see Note 11 – “Share-Based Compensation” to the financial statements in our 2018 Annual Report on Form10-K.

3

Reflects annual cash bonus award earned for the fiscal year by the named executive officers and paid in February of the following year.

4

The table below reflects the items that are included in the All Other Compensation column for 2018.

5

Mr. McGreevey became an executive officer in 2017.

58

All other compensation table for 2018

 

               
              
       Company             
       contributions to   Tax       Total all other 
   Insurance   retirement and   consultation   Perquisites   compensation 
Name  premiums ($)   401(k) plans ($)1   ($)   ($)2   ($) 
                             

Martin L. Flanagan

   7,698    23,625    –    85,578    116,901 
                             

Loren M. Starr

   7,205    23,625    –    –    30,830 
                             

Andrew T.S. Lo

   6,323    52,872    4,375    –    63,570 
                             
Gregory G. McGreevey   5,724    23,625    –    –    29,349 
                             

Philip A. Taylor

   3,518    10,419    4,680    –    18,617 
                             

1   Amounts of matching contributions paid by the company to our retirement plans are calculated on the same basis for all plan participants, including the named executive officers.

2   Perquisites include the following:

With respect to Mr. Flanagan, includes $85,578$69,125 for his personal use of company-provided aircraft. The company leases an airplane for which it pays direct operating expenses and monthly lease payments and management fees. We calculate the aggregate incremental cost to the company for personal use based on the average variable costs of operating the airplanes.airplane. Variable costs include fuel, repairs, travel expenses for the flight crews and other miscellaneous expenses. This methodology excludes fixed costs that do not change based on usage, such as depreciation, maintenance, taxes and insurance. Mr. Flanagan’s total also includes certain amounts for technology support and feesthe value of a gift presented by the company.

With respect to Mr. Schlossberg, includes (i) $6,431 for temporary housing paid for by the company forin connection with his relocation, and his spouse’s recreational activities in conjunction with(ii) the value of a company-sponsoredoff-site business meeting.gift presented by the company.

59

62        Invesco Ltd.

 

Grants of plan-based share awards for 20182020

The compensation committee granted equity awards to each of the named executive officers during 2018.2020. Equity awards are subject to transfer restrictions and are generally subject to forfeiture prior to vesting upon a recipient’s termination of employment. All equity awards immediately become vested upon the recipient’s termination of employment during the24-month period following a change in control (i) by the company other than for cause or unsatisfactory performance, or (ii) by the recipient for good reason.

The following table presents information concerning plan-based awards granted to each of the named executive officers during 2018.

2020.

 

 
       Estimated future payouts under    Estimated future payout under  All  Grant 
       non-equity incentive plan awards    equity incentive plan awards  other  date 
Name Grant
date1		 Type of
award2		  

Threshold

(#)3

  

Target

(#)3

  

Maximum

(#)3

    

Threshold

(#)3

  

Target

(#)3

  

Maximum

(#)3

  share
awards
(#)4		  fair value
of share
awards ($)5		 

 

 

Martin L.

 02/28/20  Time   —   —   —    —   —   —   269,305   3,877,992 

Flanagan

 02/28/20  Performance   —   —   —    —   269,305   403,958   —   3,877,992 

 

 

L. Alison

 05/15/20  Time   —   —   —    —   —   —   223,880   1,499,996 

Dukes

    —   —   —       

 

 

Andrew

 02/28/20  Time   —   —   —    —   —   —   102,150   1,470,960 

T.S. Lo

 02/28/20  Performance   —   —   —    —   102,150   153,225   —   1,470,960 

 

 

Gregory G.

 02/28/20  Time   —   —   —    —   —   —   121,527   1,749,989 

McGreevey

 02/28/20  Performance   —   —   —    —   121,527   182,291   —   1,749,989 

 

 

Andrew R.

 02/28/20  Time   —   —   —    —   —   —   94,791   1,364,990 

Schlossberg

 02/28/20  Performance   —   —   —    —   94,791   142,187   —   1,364,990 

 

 

Loren M. Starr6

 02/28/20  Time   —   —   —    —   —   —   70,763   1,018,987 
 02/28/20  Performance   —   —   —    —   70,763   106,145   —   1,018,987 

 

 

 

                   Estimated future payout under             
              equity incentive plan awards          
                          Closing    
                       All  market    
                       other  price on  Grant date 
                       share  date of  fair value 
     Committee  Type of     Threshold  Target  Maximum  awards  grant  of share 
Name Grant date  action date  award1  Vesting2  (#)3  (#)3  (#)3  (#)4  ($/Share)  awards ($)5 
                                            

Martin L.

  02/28/18   02/08/18   Time   4-year ratable   –   –   –   133,909   32.54   4,357,399 

Flanagan

  02/28/18   02/08/18   Performance   36-month cliff   –   133,909   200,864   –   32.54   4,357,399 
                                            

Loren M. Starr

  02/28/18   02/08/18   Time   4-year ratable   –   –   –   31,852   32.54   1,036,464 
  02/28/18   02/08/18   Performance   36-month cliff   –   31,852   47,778   –   32.54   1,036,464 
                                            

Andrew T.S. Lo

  02/28/18   02/08/18   Time   4-year ratable   –   –   –   40,394   32.54   1,314,421 
  02/28/18   02/08/18   Performance   36-month cliff   –   40,394   60,591   –   32.54   1,314,421 
                                            

Gregory G.

  02/28/18   02/08/18   Time   4-year ratable   –   –   –   40,457   32.54   1,316,471 

McGreevey

  02/28/18   02/08/18   Performance   36-month cliff   –   40,457   60,686   –   32.54   1,316,471 
                                            

Philip A. Taylor

  02/28/18   02/08/18   Time   3-year ratable   –   –   –   49,937   32.54   1,624,950 
  02/28/18   02/08/18   Time   4-year cliff   –   –   –   16,646   32.54   541,661 
  02/28/18   02/08/18   Performance   33-month cliff   –   66,583   99,875   –   32.54   2,166,611 
          

1

Time-based equity awards and performance-based awards were granted under the 2016 Global Equity Incentive Plan.

2

Time-based equity awards. For each of the named executive officers other than Mr. Taylor, time-based equity awards are four-year awards that vest 25% each year on the anniversary of the date of grant. With respect to Mr. Taylor, time-based equity awards are comprised of (i) a3-year award that vests ratably on the first and second anniversary of the grant date and on December 15 of the second calendar year after the grant date and (ii) a4-year award that vests 100% on the fourth anniversary of the date of grant.
1

For equity awards granted on February 28, 2020, the compensation committee approved the awards on February 6, 2020. For the equity award granted on May 15, 2020, the compensation committee approved the award on May 14, 2020.

Performance-based equity awards. For each of the named executive officers other than Mr. Taylor, performance-based equity awards are subject to a three-year performance period (2018-2020) and vest on February 28, 2021. With respect to Mr. Taylor, the performance-based equity award is subject to a33-month performance period (January 1, 2018 - September 30, 2020) and vests on December 15, 2020.

3

Performance-based equity awards are tied to the achievement of specified levels of adjusted operating margin. Vesting ranges from 0 to 150%; straight line interpolation to be used for actual results. Dividend equivalents are deferred for such performance-based equity awards and will be paid at the same rate as on our shares if and to the extent an award vests. The threshold, target and maximum financial measures for the performance-based equity awards granted in 2018 are illustrated below.
2

Time-based equity awards and performance-based awards were granted under the 2016 Global Equity Incentive Plan. For each of the named executive officers, time-based equity awards are four-year awards that vest 25% each year on the anniversary of the date of grant. For each of the named executive officers who hold performance-based equity awards, the awards are subject to a three- year performance period (2020-2022) and are scheduled to vest on February 28, 2023.

3

NEO incentive compensation is based upon, among other things, the outcome of the company scorecard and the executive’s performance against his or her individual goals. The committee makes incentive pay decisions with respect to the executive’s annual cash bonus, annual stock deferral, and long-term equity, subject to certain caps on the cash bonus portion. For the cash bonus portion of the incentive award for our CEO, the maximum cash bonus is the lesser of $10 million or 30% of the CEO’s incentive compensation for the performance year. For the cash bonus portion of the incentive award for our NEOs other than our CEO, the maximum is 50% of total compensation for the performance year. Performance-based equity awards are tied to the achievement of specified levels of adjusted operating margin and Relative TSR. Vesting ranges from 0 to 150%; straight line interpolation to be used for actual results. Dividend equivalents are deferred for such performance-based equity awards and will be paid at the same rate as on our shares if and to the extent an award vests.

Adjusted operating marginVesting NameVesting%

Equal to or less than 28%

Threshold0%

Between36-44%

Target100%

Equal to or greater than 54%

Maximum150%

4

Dividends and dividend equivalents on unvested time-based equity awards are paid at the same time and rate as on our shares.

It should be noted that beginning in 2019, performance-based awards will have the following two performance measures: adjusted operating margin and relative TSR. SeePerformance-based awardsabove.

4

Dividends and dividend equivalents on unvested time-based equity awards are paid at the same time and rate as on our shares.

5

The grant date fair value is the total amount that the company will recognize as expense under applicable accounting requirements if the share awards fully vest.This amount is included in our Summary Compensation Table each year. Grant date fair values were calculated in accordance with ASC 718. The grant date fair value is calculated by multiplying the number of shares granted by the closing price of our common shares on the day the award was granted. With respect

5

The closing market price on the date of grant for all NEOs other than Ms. Dukes was $14.40. The closing market price on the date of grant for Ms. Dukes was $6.70. The grant date fair value is the total amount that the company will recognize as expense under applicable accounting requirements if the share awards fully vest. This amount is included in our Summary Compensation Table each year. Grant date fair values were calculated in accordance with ASC 718. The grant date fair value is calculated by multiplying the number of shares granted by the closing price of our common shares on the day the award was granted. With espect to the performance-based equity awards, the grant date fair value also represents the probable outcome of such performance conditions and represents the target (100%) level of achievement.

60
6

Mr. Starr transitioned from his role as Senior Managing Director and Chief Financial Officer to Vice Chair effective August 1, 2020. He served as Vice Chair until his retirement from the company on March 1, 2021.

2021 Proxy Statement        63

 

Outstanding share awards at fiscalyear-end for 20182020

The following table provides information as of December 31, 20182020 about the outstanding equity awards held by our named executive officers.

 

 
Name  Footnotes  Grant Date  Number of shares or
units that have not
vested (#)		   Market value of
shares or units that
have not vested ($)		   Equity incentive
plan awards that
have not vested (#)		   Market value of
equity incentive
plan awards that
have not vested ($)		 

 

 
Martin L. Flanagan  1  02/28/17   39,987    696,973    —    — 
  2  02/28/18   66,955    1,167,026    —    — 
  3  02/28/18   —    —    133,909    2,334,034 
  4  02/28/19   133,914    2,334,121    —    — 
  3  02/28/19   —    —    178,552    3,112,161 
  5  02/28/20   269,305    4,693,986    —    — 
  3  02/28/20   —    —    269,305    4,693,986 

 

 

Total

       510,161    8,892,106    581,766    10,140,181 

 

 

L. Alison Dukes

  5  05/15/20   223,880    3,902,228    —    — 

 

 

Total

       223,880    3,902,228    —    — 

 

 

Andrew T.S. Lo

  1  02/28/17   11,898    207,382    —    — 
  2  02/28/18   20,197    352,034    —    — 
  3  02/28/18   —    —    40,394    704,067 
  4  02/28/19   52,891    921,890    —    — 
  3  02/28/19   —    —    70,521    1,229,181 
  5  02/28/20   102,150    1,780,475    —    — 
  3  02/28/20   —    —    102,150    1,780,475 

 

 

Total

       187,136    3,261,780    213,065    3,713,723 

 

 
Gregory G. McGreevey  1  02/28/17   17,669    307,971    —    — 
  2  02/28/18   20,229    352,591    —    — 
  3  02/28/18   —    —    40,457    705,166 
  4  02/28/19   53,283    928,723    —    — 
  3  02/28/19   —    —    71,043    1,238,279 
  5  02/28/20   121,527    2,118,216    —    — 
  3  02/28/20   —    —    121,527    2,118,216 

 

 

Total

       212,708    3,707,500    233,027    4,061,661 

 

 
Andrew R. Schlossberg  1  02/28/17   7,339    127,919    —    — 
  1  03/15/17   1,385    24,141    —    — 
  2  02/28/18   16,595    289,251    —    — 
  3  02/28/18   —    —    33,189    578,484 
  4  02/28/19   42,372    738,544    —    — 
  3  02/28/19   —    —    56,496    984,725 
  5  02/28/20   94,791    1,652,207    —    — 
  3  02/28/20   —    —    94,791    1,652,207 

 

 

Total

       162,482    2,832,061    184,476    3,215,417 

 

 

Loren M. Starr

  1  02/28/17   9,551    166,474    —    — 
  2  02/28/18   15,926    277,590    —    — 
  3  02/28/18   —    —    31,852    555,180 
  4  02/28/19   39,494    688,380    —    — 
  3  02/28/19   —    —    52,658    917,829 
  5  02/28/20   70,763    1,233,399    —    — 
  3  02/28/20   —    —    70,763    1,233,399 

 

 

Total

       135,734    2,365,844    155,273    2,706,408 

 

 

1

February 28, 2017 and March 15, 2017. Time-based share award vests in four equal installments. As of December 31, 2020, the unvested share award represents 25% of the original grant.

           

 

Number of shares or

  Market value of  Equity incentive plan  Equity incentive plan 
        units that have not  shares or units that  awards that have  awards that have 
Name Footnotes  Date of grant  vested (#)  have not vested ($)  not vested (#)  not vested ($) 

Martin L. Flanagan

  1   02/28/15   38,227   639,920   –   – 
  2   02/28/15   –   –   25,624   428,946 
  3   02/28/16   106,734   1,786,727   –   – 
  4   02/28/16   –   –   71,218   1,192,189 
  5   02/28/17   119,961   2,008,147   –   – 
  6   02/28/17   –   –   107,921   1,806,598 
  7   02/28/18   133,909   2,241,637   –   – 
  8   02/28/18   –   –   133,909   2,241,637 
                            

Loren M. Starr

  1   02/28/15   9,033   151,212   –   – 
  2   02/28/15   –   –   5,960   99,770 
  3   02/28/16   25,498   426,837   –   – 
  4   02/28/16   –   –   16,827   281,684 
  5   02/28/17   28,651   479,618   –   – 
  6   02/28/17   –   –   25,498   426,837 
  7   02/28/18   31,852   533,202   –   – 
  8   02/28/18   –   –   31,852   533,202 
                            

Andrew T.S. Lo

  1   02/28/15   10,448   174,900   –   – 
  2   02/28/15   –   –   6,829   114,317 
  3   02/28/16   31,052   519,810   –   – 
  4   02/28/16   –   –   20,295   339,738 
  5   02/28/17   35,694   597,518   –   – 
  6   02/28/17   –   –   31,609   529,135 
  7   02/28/18   40,394   676,196   –   – 
  8   02/28/18   –   –   40,394   676,196 
                            

Gregory G.

  1   02/28/15   9,623   161,089   –   – 

McGreevey

  9   12/15/15   7,977   133,535   –   – 
  3   02/28/16   47,048   787,584   –   – 
  5   02/28/17   53,006   887,320   –   – 
  10   03/15/17   –   –   30,769   515,073 
  7   02/28/18   40,457   677,250   –   – 
  8   02/28/18   –   –   40,457   677,250 
                            

Philip A. Taylor

  1   02/28/15   18,186   304,434   –   – 
  2   02/28/15   –   –   11,050   184,977 
  11   02/28/16   25,922   433,934   –   – 
  5   02/28/17   58,154   973,498   –   – 
  6   02/28/17   –   –   47,809   800,323 
  7   02/28/18   66,583   1,114,599   –   – 
  8   02/28/18   –   –   66,583   1,114,599 

2

February 28, 2018. Time-based share award vests in four equal installments. As of December 31, 2020, the unvested share award represents 50% of the original grant.

1

February 28, 2015. Share award vests in four equal installments. As of December 31, 2018, the unvested share award represents 25% of the original grant.

2

February 28, 2015. Performance-based share award vests in four equal installments. As of December 31, 2018, the unvested share award represents 25% of the target award.

3

February 28, 2016. Share award vests in four equal installments. As of December 31, 2018, the unvested share award represents 50% of the original grant.

4

February 28, 2016. Performance-based share award vests in one installment. As of December 31, 2018, the unvested share award represents 100% of the target award.

5

February 28, 2017. Share award vests in four equal installments. As of December 31, 2018, the unvested share award represents 75% of the original grant.

6

February 28, 2017. Performance-based share award vests in one installment. As of December 31, 2018, the unvested share award represents 100% of the target award.

7

February 28, 2018. Share award vests in four equal installments. As of December 31, 2018,

3

Performance-based share award vests in one installment. As of December 31, 2020, the unvested share award represents 100% of the target award.

4

February 28, 2019. Time-based share award vests in four equal installments. As of December 31, 2020, the unvested share award represents 75% of the original grant.

5

February 28, 2020 and May 15, 2020. Time-based share award vests in four equal installments. As of December 31, 2020, the unvested share award represents 100% of the original grant.

8

February 28, 2018. Performance-based share award vests in one installment. As of December 31, 2018, the unvested share award represents 100% of the target award.

64        Invesco Ltd.
9

December 15, 2015. Share award vests in four equal installments. As of December 31, 2018, the unvested share award represents 25% of the original grant.

10

March 15, 2017. Performance-based share award vests in one installment. As of December 31, 2018, the unvested share award represents 100% of the target award.

11

February 28, 2016. Share award vests in four equal installments. As of December 31, 2018, the unvested share award represents 25% of the original grant.

61

 

Shares vested for 20182020

The following table provides information about equity awards held by our named executive officers that vested in 2018.2020.

    Share Awards 
Name  Grant Date  Type of Award  Vesting Date   

Number of shares

acquired on vesting1

   

Value realized

on vesting ($)

 

 

 

Martin L. Flanagan

  02/28/16  Time   02/28/20    53,367    768,485 
  02/28/17  Time   02/28/20    39,987    575,813 
  02/28/17  Performance   02/28/20    107,921    1,554,062 
  02/28/18  Time   02/28/20    33,477    482,069 
  02/28/19  Time   02/28/20    44,638    642,787 

 

 

Total

         279,390    4,023,216 

 

 

L. Alison Dukes2

         —    — 

 

 

Total

         —    — 

 

 

Andrew T.S. Lo

  02/28/16  Time   02/28/20    15,526    223,574 
  02/28/17  Time   02/28/20    11,898    171,331 
  02/28/17  Performance   02/28/20    31,609    455,170 
  02/28/18  Time   02/28/20    10,099    145,426 
  02/28/19  Time   02/28/20    17,630    253,872 

 

 

Total

         86,762    1,249,373 

 

 

Gregory G. McGreevey

  02/28/16  Time   02/28/20    23,524    338,746 
  02/28/17  Time   02/28/20    17,668    254,419 
  03/15/17  Performance   03/15/20    30,769    332,305 
  02/28/18  Time   02/28/20    10,114    145,642 
  02/28/19  Time   02/28/20    17,760    255,744 

 

 

Total

         99,835    1,326,856 

 

 

Andrew R. Schlossberg

  02/28/16  Time   02/28/20    12,177    175,349 
  02/28/17  Time   02/28/20    7,339    105,682 
  02/28/17  Performance   02/28/20    19,415    279,576 
  03/15/17  Time   03/15/20    1,384    14,947 
  02/28/18  Time   08/31/20    8,297    84,629 
  02/28/19  Time   08/31/20    14,124    144,065 

 

 

Total

         62,736    804,248 

 

 

Loren M. Starr3

  02/28/16  Time   02/28/20    12,749    183,586 
  02/28/17  Time   02/28/20    9,550    137,520 
  02/28/17  Performance   02/28/20    25,498    367,171 
  02/28/18  Time   02/28/20    7,963    114,667 
  02/28/19  Time   02/28/20    13,164    189,562 

 

 

Total

         68,924    992,506 

 

 

1

Represents vesting at 100% for both time-based and performance-based awards.

2

Ms. Dukes assumed the role of senior managing director and chief financial officer effective August 1, 2020.

3

Mr. Starr transitioned from his role as senior managing director and chief financial officer to Vice Chair effective August 1, 2020. He served as Vice Chair until his retirement from the company on March 1, 2021.

 

    Share awards 
   Number of shares   Value realized 
Name                  acquired on vesting   on vesting ($) 
              

Martin L. Flanagan

   299,376    9,451,379 
              

Loren M. Starr

   70,518    2,294,656 
              

Andrew T.S. Lo

   84,165    2,738,729 
              

Gregory G. McGreevey

   70,089    2,156,335 
              

Philip A. Taylor

 

   

 

166,951

 

 

 

   

 

4,536,266

 

 

 

62
2021 Proxy Statement        65

 

Potential payments upon termination or change in control for 20182020

The following tables summarizetable summarizes the estimated payments to be made under each agreement, plan or arrangement in effect as of December 31, 20182020 which provides for payments to a named executive officer at, following or in connection with a termination of employment or a change in control. However, in accordance with SEC regulations, weWe do not report any amount to be provided to a named executive officer under any arrangement which does not discriminate in scope, terms or operation in favor of our named executive officers and which is available generally to all salaried employees. In accordance with SEC regulations, thisThis analysis assumes that the named executive officer’s date of termination is December 31, 2018,2020, and the price per share of our common shares on the date of termination is the closing price of our common shares on the NYSE on that date, which was $16.74.$17.43.

Potential payments upon termination or change in control of the company

 

 

     Termination          
     by executive          
     for good reason          
     or involuntary          
     termination          
  Voluntary termination  by the company        Qualified termination 
Benefit and payments without good reason  without  Death  Change  following change in 
upon termination1 ($)  cause ($)  or disability ($)  in control ($)2  control ($)3 

Martin L. Flanagan

     

Annual cash bonus4

  4,750,000   4,750,000   4,750,000   4,750,000   4,750,000 

Cash severance5

  –   14,254,798   –   –   14,254,798 

Value of equity acceleration

  –   12,345,800   12,345,800   12,345,800   12,345,800 

Value of benefits6

  –   66,415   –   –   66,415 

Loren M. Starr

     

Value of equity acceleration

  –   2,932,363   2,932,363   2,932,363   2,932,363 

Andrew T.S. Lo

     

Value of equity acceleration

  –   3,627,809   3,627,809   3,627,809   3,627,809 

Gregory G. McGreevey

     

Value of equity acceleration

  –   3,839,101   3,839,101   3,839,101   3,839,101 

Philip A. Taylor

     

Value of equity acceleration

  –   4,926,364   4,926,364   4,926,364   4,926,364 
     

Potential payments upon termination or change in control of the company

Benefit and payments

upon termination 1

  Voluntary
termination
without good
reason ($)		   

Termination by
executive for good

reason or involuntary

termination by

the company

without cause ($)

   

Death or

disability ($)

   

Change in

control ($)2

   Qualified
termination
following
change in
control ($)3		 

 

 

Martin L. Flanagan

          

Annual cash bonus4

   4,750,000    4,750,000    4,750,000    4,750,000    4,750,000 

Cash severance5

   —    13,295,984    —    —    13,295,984 

Value of equity acceleration

   —    19,032,288    19,032,288    19,032,288    19,032,288 

Value of benefits6

   —    74,431    —    —    74,431 

 

 

L. Allison Dukes

          

Value of equity acceleration

   —    3,902,228    3,902,228    3,902,228    3,902,228 

 

 

Andrew T.S. Lo

          

Value of equity acceleration

   —    6,975,503    6,975,503    6,975,503    6,975,503 

 

 

Gregory G. McGreevey

          

Value of equity acceleration

   —    7,769,161    7,769,161    7,769,161    7,769,161 

 

 

Andrew R. Schlossberg

          

Value of equity acceleration

   —    6,047,478    6,047,478    6,047,478    6,047,478 

 

 

Loren M. Starr

          

Value of equity acceleration

   —    5,072,252    5,072,252    5,072,252    5,072,252 

 

 

 

1

Under the terms of the employment agreement with Mr. Flanagan (the “Flanagan Agreement”), Mr. Flanagan is entitled to certain benefits upon termination of employment. Following any notice of termination, Mr. Flanagan would continue to receive salary and benefits compensation, and the vesting periods with respect to any outstanding share awards would continue to run, in the normal course until the date of termination. SeeEmployment agreements and Potential payments upon termination or a change in control above.

Under the terms of an agreement with Mr. Taylor, Mr. Taylor is entitled to certain benefits to be paid in 2019

  Each of Ms. Dukes and Messrs. Lo, McGreevey, Schlossberg and Starr is a party to an agreement that provides for a termination notice period of either six or twelve months. Following any notice of termination, the employee would continue to receive salary and benefits compensation, and the vesting periods with respect to any outstanding share awards would continue to run, in the normal course until the date of termination.

  In accordance with SEC rules, the information presented in this table assumes a termination date of December 31, 2020 in connection with his termination of employment. SeeEmployment agreements and Potential payments upon termination or a change in control above.

Each of Messrs. Starr, Lo, McGreevey and Taylor is a party to an agreement that provides for a termination notice period of either six or twelve months. Following any notice of termination, the employee would continue to receive salary and benefits compensation, and the vesting periods with respect to any outstanding share awards would continue to run, in the normal course until the date of termination.

In accordance with SEC rules, the information presented in this table assumes a termination date of December 31, 2018 and that the applicable notice had been given prior to such date.

2

Payment would only be made in the event that the share award was not assumed, converted or replaced in connection with a change in control. We do not provide excise tax “gross up.”

3

Assumes termination for “good reason” or a termination by the company other than for cause or unsatisfactory performance following a change in control. We do not provide excise tax “gross up.”

4

Under the Flanagan Agreement, Mr. Flanagan is entitled to an annual cash bonus that is equal to the greater of $4,750,000 or his most recent annual cash bonus upon certain terminations of employment.

5

Under the Flanagan Agreement, Mr. Flanagan’s severance payment is equal to the sum of (i) his base salary; (ii) the greater of $4,750,000 or his most recent annual cash bonus; and (iii) the fair market value at grant of his most recent equity award.

6

Under the Flanagan Agreement, Mr. Flanagan and his covered dependents are entitled to medical benefits for a period of 36 months following termination. Represents cost to the company for reimbursement of such medical benefits.

3

Assumes termination for “good reason” or a termination by the company other than for cause or unsatisfactory performance following a change in control. We do not provide excise tax “gross up.”

66        Invesco Ltd.
4

Under the Flanagan Agreement, Mr. Flanagan is entitled to an annual cash bonus that is equal to the greater of $4,750,000 or his most recent annual cash bonus upon certain terminations of employment.

5

Under the Flanagan Agreement, Mr. Flanagan’s severance payment is equal to the sum of (i) his base salary; (ii) the greater of $4,750,000 or his most recent annual cash bonus; and (iii) the fair market value at grant of his most recent equity award.

6

Under the Flanagan Agreement, Mr. Flanagan and his covered dependents are entitled to medical benefits for a period of 36 months following termination. Represents cost to the company for reimbursement of such medical benefits.

63

CEO Pay Ratio

pay ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of RegulationS-K of the Exchange Act, we are providing the following information about the relationship of the annual total compensation of Mr. Martin L. Flanagan, our Chief Executive Officer (our “CEO”), and our employees (other than our CEO):

For 2018,2020, our last completed fiscal year:

∎

the annual total compensation of our median employee (other than our CEO), was $119,367;$150,082; and

∎

the annual total compensation of our CEO as reflected in the 2020 Summary Compensation Table was $12,921,609.

For 2018,$11,747,102.

As a result for 2020, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee (other than our CEO) was 10878 to 1.

Our CEO to median employee pay ratio is calculated in accordance with the SEC requirements. As of October 1, 2018, we identified a new median employee since the median employee identified in 2017 based on 2016 total compensation is no longer with the company. The 2016 compensation for this employee was substantially similar in value to the median employee identified in 2017. We examined 2016 total compensation for all individuals, excluding our CEO. We included all employees who were employed by us during all of 2016 (our base fiscal year) and included base salary, cash bonus, commissions, overtime, performance fees and deferred incentive compensation. We did not make any assumptions, adjustments or estimates with respect to compensation, and we did not annualize the compensation for any employees.
After identifying the median employee, we calculated 2018 annual total compensation for such employee and the CEO using the same methodology we use for our named executive officers as set forth in the 2018 Summary Compensation table in this proxy statement.

64

Compensation Committee Interlockscommittee interlocks and Insider Participation

insider participation

During fiscal year 2018,2020, the following directors served as members of the compensation committee: C. Robert Henrikson (Chairperson)(Chair), Sarah E. Beshar, BenThomas M. Finke1, Edward P. Garden1, William F. Johnson III,Glavin, Jr., Denis Kessler, Sir Nigel Sheinwald, G. Richard Wagoner, Jr. and Phoebe A. Wood. No member of the compensation committee was an officer or employee of the company or any of its subsidiaries during 2018,2020, and no member of the compensation committee was formerly an officer of the company or any of its subsidiaries or was a party to any disclosable related person transaction involving the company. During 2018,2020, none of the executive officers of the company has served on the board of directors or on the compensation committee of any other entity that has or had executive officers serving as a member of the Board of Directors or compensation committee of the company.

1 Mr.

Finke joined the Compensation Committee effective December 1, 2020, and Mr. Garden joined the Compensation Committee effective November 4, 2020.

2021 Proxy Statement        67

Certain Relationshipsrelationships and Related Transactions

related transactions

 

Share repurchases

In order to pay withholding or other similar taxes due in connection with the vesting of equity awards granted under our incentive plans, employee participants, including our executive officers may elect theare required to “net shares” method whereby the company purchases from the participant shares equal in value to an approximation of the tax withholding liability in connection with vesting equity awards.liability. Under the “net shares” method, the price per share paid by the company for repurchases is the closing price of the company’s common shares on the NYSE on the vesting date. During 2018,2020, the company repurchased common shares from the executive officers for the aggregate consideration shown in the following table.

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

Kevin M. Carome

Senior Managing Director and General Counsel

   23,608    $339,955 

Martin L. Flanagan

Chief Executive Officer

   126,008    $1,814,515 

Gregory M. McGreevey

Senior Managing Director, Investments

   45,028    $598,446 

Colin D. Meadows

Senior Managing Director, Head of Digital Ventures

   34,561    $497,678 

Andrew R. Schlossberg

Senior Managing Director and Head of the Americas

   28,058    $359,315 

Doug Sharp

Senior Managing Director and Head of EMEA

   11,372    $163,757 

Loren M. Starr

Retired Vice Chair

   30,189    $434,722 

 

            
   Number of shares   Aggregate 
Name and current title  repurchased (#)   consideration ($) 
              
Kevin M. Carome   24,431    794,985 
Senior Managing Director and General Counsel    
              
Gregory M. McGreevey   31,788    977,977 
Senior Managing Director, Investments    
              
Colin D. Meadows   34,526    1,123,476 
Senior Managing Director and Head of Private Markets and Global Institutional    
              
Andrew R. Schlossberg   15,386    451,931 
Senior Managing Director and Head of the Americas    
              
Loren M. Starr   31,948    1,039,588 
Senior Managing Director and Chief Financial Officer    
              
Philip A. Taylor   89,374    2,428,419 
Vice Chair    

 

Interests in or alongside certain Invesco-sponsored private fundsor managed investment products

Some of our employees, including our executive officers, their spouses, related charitable foundations or entities they own or control are provided the opportunity to invest in or alongside certain Invesco-sponsored private funds that we offer to independent investors. We generally limit such investments to employees that meet certain accreditation requirements.our clients. Employees who make such investments usually do not pay management or performance fees charged to independent investors.our clients. In addition, certain of our employees, including some of our executive officers, receive

65

the right to share in performance fees earned by Invesco in connection with our management of Invesco-sponsored private funds. Messrs. Flanagan, Carome, Meadows, Schlossberg, Sharpe and Starr have made investments in or alongside Invesco-sponsored private funds. Messrs. Flanagan and Starr receivedThere were no distributions (consistingexceeding $120,000 from Invesco sponsored private funds during the year ended December 31, 2020 made to our executive officers (or persons or entities affiliated with them) consisting of profits, other income, return of capital and performance fees) exceedingfees as applicable.

In the ordinary course of our business, we may conduct transactions or make investments on behalf of funds or client accounts we manage in securities and other financial assets offered or managed by Massachusetts Mutual Life Insurance Company (“MassMutual”) and its subsidiaries. Likewise in the ordinary course of business MassMutual, its subsidiaries and affiliates may invest in funds we manage. The amount of compensation or other value received (or in some cases not charged) by MassMutual or Invesco in connection with those transactions may exceed $120,000 individually or in the aggregate per year. Mr. Glavin is nominated pursuant to the MassMutual Shareholder Agreement and was employed by certain subsidiaries of MassMutual prior to his retirement in 2017. Mr. Finke was employed by a wholly-owned subsidiary of MassMutual prior to his retirement as of November 30, 2020.

Further, in the ordinary course of their asset management businesses, subsidiaries of the Company may from Invesco-sponsored privatetime to time (i) invest client assets in companies for which Mr. Peltz and/or Mr. Garden is a director or in which Mr. Peltz, Mr. Garden, their affiliates or investment funds duringmanaged by Trian and/or its affiliates may be significant stockholders or (ii) invest client assets in investment funds or other investment vehicles managed by Trian and/or its affiliates. Investment management, performance and other fees paid to Trian, its subsidiaries or affiliates may exceed $120,000 individually or in the fiscalaggregate per year. Each of Messrs. Peltz and Garden are partners of Trian. We also manage investments for SCOR SE and its subsidiaries in the ordinary course of business and earn fees in excess of $120,000 per year in connection with those relationships. Mr. Kessler is CEO of SCOR.

MassMutual and its subsidiaries

As of February 18, 2021, MassMutual owned approximately 16.5% of our common stock outstanding. MassMutual owns substantially all of the issued and outstanding shares of our preferred stock, the terms of which are set forth in the

68        Invesco Ltd.

certificate of designation of the preferred stock, a copy of which is filed as Exhibit 3.3 to our Form 10-K for the year ended December 31, 2018.

2019.

MassMutual shareholder agreement

In connection with Invesco’s acquisition of OppenheimerFunds, an investment management subsidiary of MassMutual, Invesco entered into the MassMutual Shareholder Agreement, which governs the ongoing relationship between MassMutual and Invesco.

See below for a summary of key provisions of the MassMutual Shareholder Agreement. It does not purport to be complete and is qualified in its entirety by the full text of the MassMutual Shareholder Agreement, a copy of which was filed as Exhibit 10.34 to Invesco’s annual report on Form 10-K, filed on March 2, 2020, with the SEC.

Share ownership: Subject to certain exceptions, MassMutual and its controlled affiliates are prohibited from acquiring any additional Invesco capital stock such that if after giving effect to such acquisition, MassMutual together with its controlled affiliates would beneficially own more than 22.5% of the total voting power of Invesco capital stock (which we refer to as the “ownership cap”).

MassMutual is subject to the ownership cap until the date (which we refer to as the “governance termination date”) on which MassMutual and its controlled affiliates cease to beneficially own at least (i) 10% of the issued and outstanding Invesco common shares or (ii) (x) 5% of the issued and outstanding Invesco common shares and (y) $2.0 billion in aggregate liquidation preference of Invesco Series A preferred shares.

Prohibited actions: Until the governance termination date, MassMutual and its controlled affiliates are generally prohibited from soliciting, knowingly encouraging, acting in concert or assisting third parties, negotiating or making any public announcement with respect to:

any acquisition the purpose or result of which would be that MassMutual and its controlled affiliates beneficially own (i) Invesco capital stock in excess of the ownership cap or (ii) any equity securities of any subsidiary of Invesco;
any form of business combination or similar or other extraordinary transaction involving Invesco or any subsidiary of Invesco;
any form of restructuring, recapitalization or similar transaction with respect to Invesco or any subsidiary of Invesco;
agreeing with any third party with respect to the voting of any shares of Invesco capital stock or the capital stock of any subsidiary of Invesco, or otherwise entering into any voting trust or voting agreement with any third party;
selling any share of Invesco capital stock in a tender or exchange offer that either (i) is unanimously opposed by the Invesco board or (ii) arises out of a breach by MassMutual of its obligations under the MassMutual Shareholder Agreement to not engage in certain prohibited actions;
any proposal to seek representation on the Invesco board or any proposal to control or influence management, the Invesco board, Invesco or its subsidiaries (except as expressly permitted by the MassMutual Shareholder Agreement and the certificate of designation for the Series A preferred shares); and
calling any special meeting of shareholders of Invesco or engaging in any written consent of shareholders regarding any of the foregoing.

Additional purchase of voting securities: Until the governance termination date, except in certain cases, if at any time Invesco issues voting securities (or securities convertible into voting securities), MassMutual will have the right to purchase directly from Invesco additional securities of the same class or series being issued up to an amount that would result in MassMutual and its controlled affiliates beneficially owning the lesser of (i) the ownership cap and (ii) the same ownership percentage as they owned immediately prior to such stock issuance.

Share repurchases: If Invesco engages in any share repurchase program or selftender that (i) will, or would reasonably be expected to, cause Invesco capital stock beneficially owned by MassMutual and its controlled affiliates to exceed 24.5% or (ii) would otherwise reasonably be likely to result in a deemed “assignment” of any investment advisory agreement of Invesco or its affiliates under the Investment Advisers Act or Investment Company Act, then Invesco may require, subject to certain exceptions, MassMutual and its controlled affiliates to promptly sell or self-tender such number of shares of Invesco capital stock to Invesco as would be necessary to prevent the occurrence of either of the foregoing events.

Transfer restrictions: Until (a) in the case of Invesco common shares, the earlier to occur of May 24, 2021 or the consummation of a change of control transaction of Invesco and (b) in the case of Invesco Series A preferred shares, the earliest to occur of May 24, 2024, certain credit rating downgrades of Invesco Series A preferred shares or the consummation of a change of control transaction of Invesco (which date we refer to as the “transfer restriction termination date”), MassMutual and its controlled affiliates are generally prohibited from transferring or agreeing to transfer, directly or indirectly, any Invesco capital stock beneficially owned by them to anyone other than to a controlled affiliate of MassMutual which agrees in writing with Invesco to be bound by the MassMutual Shareholder Agreement

 

Other

2021 Proxy Statement        69

or to Invesco directly. In the case of Invesco common shares, following the transfer restriction termination date and until the governance termination date, MassMutual would still be subject to the transfer restrictions in the preceding sentence except that it is permitted to transfer its Invesco common shares in certain specified categories of transactions.

Right of first offer: If MassMutual and/or any of its controlled affiliates intend to transfer any Series A relativepreferred shares to a non-affiliate, MassMutual must provide written notice to Invesco. Upon receipt of Mr. Flanagan wassuch notice, Invesco will have the right to purchase all, but not less than all, of the shares proposed to be transferred, at the price and terms described in the notice.

Registration rights: MassMutual has certain customary shelf, demand and “piggyback” registration rights with respect to the Invesco common shares and the Invesco Series A preferred shares.

Board designation: The MassMutual Shareholder Agreement requires Invesco to elect an employeeindividual designated by MassMutual to the Invesco board (whom we refer to as the “MassMutual designee”). The current MassMutual designee serving on the Invesco board is William Glavin. Until the governance termination date, Invesco is required to use reasonable best efforts to cause the election of the MassMutual designee at each meeting of Invesco shareholders. Except in our US business during partconnection with succession planning, until the governance termination date, the size of the Invesco board of directors cannot exceed 12 members without the prior approval of the MassMutual designee. The MassMutual designee is entitled to be a member of each standing committee of the Invesco board or, if not permitted by applicable law, to be an observer on such committee.

Approval rights of MassMutual: Until the governance termination date, Invesco may not generally enter into or effect the following transactions without the prior written approval of MassMutual:

change its capital structure in a manner that would be reasonably likely to result in certain corporate credit rating downgrades;
amend its Memorandum of Association or Bye-Laws such that the rights of MassMutual would be adversely affected compared to those of the holders of Invesco capital stock generally;
adopt a shareholder rights plan;
make (or permit any of its material subsidiaries to make) any voluntary bankruptcy or similar filing or declaration;
subject to certain exceptions, engage in any acquisition, exchange or purchase of equity interests or other similar transaction that involves the issuance of more than 10% of the total voting power of Invesco capital stock;
make any changes in accounting principles that is disproportionately adverse to MassMutual and its affiliates compared to other holders of Invesco capital stock, except to the extent required by changes in GAAP or applicable law;
materially alter Invesco’s principal line of business; or
adopt any director qualifications to be imposed upon the MassMutual designee, other than those required by the Bye-Laws as of October 17, 2018 or those generally applicable to all directors.

Voting agreements: Until the governance termination date, MassMutual and earned $238,184its controlled affiliates are generally required to vote (i) in total compensation duringfavor of each matter required to effectuate any provision of the fiscal year ended December 31, 2018. His compensation was establishedMassMutual Shareholder Agreement and against any matter the approval of which would be inconsistent with any provision of the MassMutual Shareholder Agreement, and (ii) to the extent consistent with the preceding clause (i), in accordance with the company’s employmentrecommendation of the Invesco board on all matters approved by the Invesco board relating to (a) the elections of directors, (b) matters that have been approved or recommended by the compensation committee of the Invesco board, (c) any change of control transaction of Invesco that the Invesco board has unanimously recommended in favor of or against, and compensation practices applicable(d) any transaction that arises out of a breach by MassMutual of its obligations under the MassMutual Shareholder Agreement to employeesnot engage in certain prohibited actions. Additionally, if MassMutual and its controlled affiliates beneficially own at least 20% of the issued and outstanding Invesco common shares as of the record date for a vote on any matter, they must, subject to some exceptions, vote on such matter as recommended by the Invesco board to the extent that such matter does not conflict with equivalent qualificationsany provision of the MassMutual Shareholder Agreement.

Information rights: Invesco is required to (i) provide MassMutual and responsibilitiesits representatives certain information, such as monthly management reporting packages and holding similar positions.information relating to the credit rating of Invesco and its securities and material changes involving executive officers, on an ongoing and current basis and (ii) give access to such other personnel and information, including with respect to Invesco’s business, operations, plans and prospects, as MassMutual may reasonably request from time to time.

Termination of the MassMutual shareholder agreement: The MassMutual Shareholder Agreement will terminate upon the later to occur of the governance termination date and the transfer restriction termination date, although certain provisions of the MassMutual Shareholder Agreement may survive for a certain period of time beyond the termination of the MassMutual Shareholder Agreement.

70        Invesco Ltd.

Related Person Transaction Policy
Related person transaction policy
Management is required to present for the approval or ratification of the audit committee all material information regarding an actual or potential related person transaction.  The Board of Directors has adopted written Policies and Procedures with Respect to Related Person Transactions to address the review, approval, disapproval or ratification of related person transactions. “Related persons” include the company’s executive officers, directors, director nominees, holders of more than five percent (5%) of the company’s voting securities, immediate family members of the foregoing persons and any entity in which any of the foregoing persons is employed, is a partner or is in a similar position, or in which such person has a 5% or greater ownership interest. A “related person transaction” means a transaction or series of transactions in which the company participates, the amount involved exceeds $120,000 and a related person has a direct or indirect interest (with certain exceptions permitted by SEC rules).
  Management is required to present for the approval or ratification of the audit committee all material information regarding an actual or potential related person transaction. The policy requires that, after reviewing such information, the disinterested members of the audit committee will approve or disapprove the transaction. Approval will be given only if the audit committee determines that such transaction is in, or is not inconsistent with, the best interests of the company and its shareholders. The policy further requires that in the event management becomes aware of a related person transaction that has not been previously approved or ratified, it must be submitted to the audit committee promptly.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires certain officers, directors and persons who beneficially own more than 10% of the company’s common shares to file reports of ownership and reports of changes in ownership with the SEC. The reporting officers, directors and 10% shareholders are also required by SEC rules to furnish the company with copies of all Section 16(a) reports they file. Based solely on its review of copies of such reports, the company believes that all Section 16(a) filing requirements applicable to its directors, reporting officers and 10% shareholders were complied with during 2018 with the exception of a late amendment to a Form 4 filing on behalf of Annette Lege due to an administrative error initially under reporting the number of shares granted in March 2018. This amendment was filed as soon as the error was identified.

66

Security Ownershipownership of Principal Shareholders

principal shareholders

The following table sets forth the common shares beneficially owned as of February 15, 201918, 2021 by each shareholder known to us to beneficially own more than five percent of the company’s outstanding common shares. The percentage of ownership indicated in the following table is based on 396,981,176459,003,969 common shares outstanding as of February 15, 2019.18, 2021.

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

Massachusetts Mutual Life Insurance Company

1295 State Street, Springfield, MA 01111

   75,665,6662   16.5 

Trian Fund Management, L.P.

280 Park Avenue, 41st Floor, New York, New York 10017

   45,459,6233   9.9 

The Vanguard Group

100 Vanguard Boulevard, Malvern, Pennsylvania 19355

   43,137,3874   9.4 

BlackRock, Inc.

55 East 52nd Street, New York, NY 10055

   35,541,4315   7.7 

1

Except as described otherwise in the footnotes to this table, each beneficial owner in the table has sole voting and investment power with regard to the shares beneficially owned by such owner.

Amount and

nature of beneficialPercent
Name and address of beneficial ownerownership1of class (%)

The Vanguard Group

44,448,872211.2

100 Vanguard Boulevard, Malvern, Pennsylvania 19355

BlackRock, Inc.

34,987,87238.8

55 East 52nd Street, New York, NY 10055

On November 16, 2020, Massachusetts Mutual Life Insurance Company, on behalf of itself and certain of its affiliates (collectively “MassMutual”), filed a Schedule 13D/A with the SEC indicating that MassMutual had sole voting power with respect to 75,643,326 common shares of Invesco and sole dispositive power with respect to 75,665,666 common share of Invesco.

3

This information is based on (i) a Schedule 13D/A filed on November 5, 2020 (the “Schedule 13D/A”) by Trian Fund Management, L.P. (“Trian”) and certain of its affiliates, (ii) Form 4s filed by Nelson Peltz and Trian, and Ed Garden and Trian, subsequent to November 5, 2020, and (iii) information provided to the company by Trian. Includes (i) 36,739,343 common shares directly owned by an investment vehicle managed by Trian, (ii) 8,718,084 common shares underlying privately negotiated back-to-back call and put transactions as a result of which such investment vehicle is subject to the same economic gain or loss as if it had purchased the underlying shares and (iii) 1,098 common shares directly owned by Nelson Peltz and 1,098 common shares directly owned by Ed Garden, with respect to which Trian may be deemed to have beneficial ownership by virtue of director fee agreements entered into by Trian with Mr. Peltz and Mr. Garden, respectively, which are described in further detail in the Schedule 13D/A. Trian may be deemed to have shared voting power and shared dispositive power with regard to all of the foregoing shares.

1   Except as described otherwise in the footnotes to this table, each beneficial owner in the table has sole voting and investment power with regard to the shares beneficially owned by such owner.

2   On February 11, 2019, The Vanguard Group, on behalf of itself and certain of its affiliates (collectively, “Vanguard”) filed a Schedule 13G/A with the SEC indicating that Vanguard had sole voting power with respect to 480,791 common shares, shared voting power with respect to 109,169 common shares, sole dispositive power with respect to 43,880,369 common shares and shared dispositive power with respect to 568,503 common shares, of Invesco.

3   On February 4, 2019, BlackRock, Inc., on behalf of itself and certain of its affiliates (collectively, “BlackRock”) filed a Schedule 13G/A with the SEC indicating that BlackRock had sole voting power with respect to 31,186,040 common shares and sole dispositive power with respect to 34,987,298

4

On February 10, 2021, The Vanguard Group, on behalf of itself and certain of its affiliates (collectively, “Vanguard”) filed a Schedule 13G/A with the SEC indicating that Vanguard had shared voting power with respect to 583,859 common shares, sole dispositive power with respect to 41,723,076 common shares and shared dispositive power with respect to 1,414,311 common shares, of Invesco.

67
5

On January 29, 2021, BlackRock, Inc., on behalf of itself and certain of its affiliates (collectively, “BlackRock”) filed a Schedule 13G/A with the SEC indicating that BlackRock had sole voting power with respect to 31,716,083 common shares of Invesco and sole dispositive power with respect to 35,541,431 common shares of Invesco.

2021 Proxy Statement        71

Security Ownershipownership of Management

management

The following table lists the common shares beneficially owned as of February 15, 201918, 2021 by (i) each director;director and director nominee; (ii) each executive officer named in the Summary Compensation Table above; and (iii) all current directors, director nominee and executive officers as a group. The percentage of ownership indicated below is based on 396,981,176459,003,969 of the company’s common shares outstanding on February 15, 2019.

18, 2021.

Beneficial ownership reported in the below table has been determined according to SEC regulations and includes common shares that may be acquired within 60 days after February 15, 2019,18, 2021, but excludes deferred shares which are disclosed in a separate column. Unless otherwise indicated, all directors and executive officers have sole voting and investment power with respect to the shares shown. No shares are pledged as security. As of February 15, 2019,18, 2021, no individual director or named executive officer owned beneficially 1% or more of our common shares other than Mr. Flanagan, who owns 1.1% of our outstanding common shares and Mr. Garden and Mr. Peltz, who each may be deemed to indirectly beneficially own 9.9% of our outstanding common shares as a result of their respective relationships with Trian. Our directors, director nominee and executive officers as a group owned approximately 1.9%12% of our outstanding common shares.

    
Name  Common shares
beneficially owned		     Deferred
share awards		     Total 

Sarah E. Beshar

   51,484      —      51,484 

Thomas M. Finke

   575      —      575 

Martin L. Flanagan1

   4,410,454      581,766      4,992,220 

Edward P. Garden2

   45,459,623      —      45,459,623 

William F. Glavin, Jr.

   17,421      —      17,421 

C. Robert Henrikson

   63,216      —      63,216 

Denis Kessler

   62,293      12,529      74,822 

Nelson Peltz3

   45,459,623      —      45,459,623 

Sir Nigel Sheinwald

   38,305      —      38,305 

Paula Tolliver

   3,566      —      3,566 

G. Robert Wagoner, Jr.4

   59,207      —      59,207 

Phoebe A. Wood

   55,272      —      55,272 

L. Allison Dukes

   223,880      —      223,880 

Andrew T.S. Lo

   570,048      400,201      970,249 

Gregory G. McGreevey

   537,776      233,027      770,803 

Andrew R. Schlossberg5

   167,438      337,834      505,272 

Loren M. Starr

   265,273      155,273      420,546 

All Directors, Director Nominee

and Executive Officers as a Group

(21 persons)6

   53,011,210      2,169,116      55,180,326 

 

    

 

Common shares

   Deferred share      
Name  beneficially owned   awards1   Total 
                   

Sarah E. Beshar

   15,331    –    15,331 
                   

Joseph R. Canion

   64,451    5,925    70,376 
                   

Martin L. Flanagan2

   3,614,959    313,048    3,928,007 
                   

C. Robert Henrikson

   30,332    –    30,332 
                   

Ben F. Johnson III

   42,953    –    42,953 
                   

Denis Kessler

   54,598    –    54,598 
                   

Sir Nigel Sheinwald

   18,081    –    18,081 
                   

G. Richard Wagoner, Jr.3

   33,983    –    33,983 
                   

Phoebe A. Wood

   35,108    –    35,108 
                   

Andrew T. S. Lo

   408,192    216,715    624,907 
                   

Gregorgy G. McGreevey

   390,717    71,226    461,943 
                   

Loren M. Starr

   545,640    74,177    619,817 
                   

Philip A. Taylor

   237,385    294,287    531,672 
                   

All Directors and Executive

   6,358,666    1,198,721    7,557,387 

Officers as a Group (17 persons)4

      

1  For Mr. Canion, represents deferred shares awarded under our legacy Deferred Fees Share Plan. For the named executive officers, represents restricted stock units under the 2011 Global Equity Incentive Plan and 2016 Global Equity Incentive Plan. None of the shares subject to such awards may be voted or transferred by the participant.

2  For Mr. Flanagan, includes an aggregate of 3,190,004
1

For Mr. Flanagan, includes an aggregate of 3,899,793 shares held in trust and 400 shares held by Mr. Flanagan’s spouse. Mr. Flanagan has shared voting and investment power with respect to these shares.

3  For Mr. Wagoner, includes 5,000 shares held in trust via a defined benefit account. Mr. Wagoner has sole voting and investment power with respect to these shares.

4  For one of the executive officers of the group, the executive officer has shared voting and investment power with respect to 68,758 shares.

68

       Proposal

Advisory Vote to Approve the Company’s Executive Compensation
    2

General

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”) enables our shareholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, commonly known as a“say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officer compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.
We are asking our shareholders to vote “FOR” the following resolution at the Annual General Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory(non-binding) basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2019 Annual General Meeting of Shareholders pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.”
Invesco’s compensation programs, particularly our annual incentive pools, are tied to the achievement of our multi-year strategic objectives and financial results and our success in serving our clients’ and shareholders’ interests, as further described inExecutive Compensation above. In considering their vote, we urge shareholders to review the information included in this proxy statement inExecutive Compensation. The extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns, and the compensation committee will evaluate whether any actions are necessary to address those concerns. Under the Board’s current policy, shareholders are given an opportunity to cast an advisory vote on this topic annually.

Recommendation of the board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting.
2

Includes 1,098 common shares directly owned by Mr. Peltz and an additional 45,458,525 common shares which may be deemed to be beneficially owned by Trian. Trian Fund Management GP, LLC, of which each of Mr. Peltz and Mr. Garden are members, is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian. Accordingly, each of Mr. Peltz and Mr. Garden may be deemed to indirectly beneficially own all of the common shares that Trian beneficially owns.

3

Includes 1,098 common shares directly owned by Mr. Garden and an additional 45,458,525 common shares which may be deemed to be beneficially owned by Trian. Trian Fund Management GP, LLC, of which each of Mr. Peltz and Mr. Garden are members, is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian. Accordingly, each of Mr. Peltz and Mr. Garden may be deemed to indirectly beneficially own all of the common shares that Trian beneficially owns.

4

For Mr. Wagoner, includes 15,000 shares held in trust via a defined benefit account. Mr. Wagoner has sole voting and investment power with respect to these shares.

5

Mr. Schlossberg has shared voting and investment power with respect to 158, 714 shares.

6

Total counts the 45,459,623 shares that may be deemed to be beneficially owned by Mr. Garden and Mr. Peltz once as the beneficial ownership of the shares is shared by Mr. Garden and Mr. Peltz.

72        Invesco Ltd.

Proposal

2

Advisory vote to approve the company’s executive compensation

General

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”) enables our shareholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officer compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

We are asking our shareholders to vote “FOR” the following resolution at the Annual General Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory (nonbinding) basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2021 Annual General Meeting of Shareholders pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.”

Invesco’s compensation programs, particularly our annual incentive pools, are tied to the achievement of our multi-year strategic objectives and financial results and our success in serving our clients’ and shareholders’ interests, as further described in ExecutiveCompensation above. In considering their vote, we urge shareholders to review the information included in this proxy statement in Executive Compensation. To the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns, and the compensation committee will evaluate whether any actions are necessary to address those concerns. Under the Board’s current policy, shareholders are given an opportunity to cast an advisory vote on this topic annually.

LOGOFOR

Recommendation of the Board

The board of the directors unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.

Vote required: This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting.

 

69

       Proposal

    3

Amendment of Company’s Third Amended and RestatedBye-Laws to Eliminate Certain Super Majority Voting Standards

 

 

General

2021 Proxy Statement        73

    Our Board of Directors is committed to good corporate governance and has carefully considered the advantages and disadvantages of the various voting standards contained in ourBye-Laws. In general, ourBye-Laws require matters submitted for a shareholder vote to receive affirmative approval of a majority of the shares voting on the matter. However, certain provisions include a higher voting standard, as follows:

∎ Modification of Rights. OurBye-Laws currently provide that modifying the rights of a class of shares requires the approval of not less than three-quarters of the issued shares of the applicable class.

∎ Certain Business Combinations. OurBye-Laws currently provide that certain business combinations with “interested shareholders” require, among other things, the approval oftwo-thirds of the outstanding voting shares not beneficially owned by the interested shareholder.

∎Bye-Law Amendments. OurBye-Laws currently require the approval of not less than three-quarters of the outstanding voting power to amend certain provisions of theBye-Laws, including with respect to the size of the board, board tenure, shareholder proposals, proxy access, removal of directors, board vacancies, written resolutions, rights of shares, certain business combinations andBye-Law amendments.

∎ Actions with Respect to Directors. OurBye-Laws currently require that a majority of our outstanding voting shares approve the removal of directors for cause and approve the filling of vacancies resulting from such removal.

Supermajority voting requirements are intended to facilitate corporate governance stability by requiring broad shareholder consensus to effect certain changes. However, evolving corporate governance practices have come to view supermajority voting provisions as conflicting with principles of good corporate governance. After careful deliberation, and after discussions held with a number of our largest shareholders in the fall and winter of 2018 representing approximately 19% of our outstanding shares as of October 31, 2018 who are supportive of the following proposed changes, the Board has determined that the elimination of certain of the supermajority voting provisions from our Bylaws is in the best interests of Invesco and its shareholders. The Board has determined that it is in the best interests of Invesco and its shareholders to revise the voting standards under theBye-Laws to require:

∎ Modification of Rights. The proposed amendedBye-Laws would provide that modification of the rights of (1) common shares requires approval by a majority of the votes cast by the holders of common shares and (2) preference shares requires approval bytwo-thirds of the outstanding shares of the applicable class of preference shares (or such lower threshold as may be set forth in the instrument defining the rights of the applicable class of preference shares).

∎ Certain Business Combinations. The proposed amendedBye-Laws would require a majority of the votes cast by holders of shares not beneficially owned by the interested shareholder for approving certain business combinations with interested shareholders.

∎Bye-Law Amendments and Actions with Respect to Directors. The proposed amendedBye-Laws would require a majority of the votes cast to approveBye-Law amendments (other than certain amendments relating to the preference share provisions addressed above, which would utilize the same standard applicable to modifying the rights of preference shares), removal of directors for cause and filling vacancies resulting from the removal of such

Proposal

3

Approval of the amended and restated Invesco Ltd. 2016 global equity incentive plan

General

We are asking our shareholders to vote in favor of the amended and restated Invesco Ltd. 2016 Global Equity Incentive Plan, (the “Equity Plan”). The Equity Plan will:

•  make a total of 16 million shares of company common stock available for issuance; and

•  affirm minimum vesting requirements and make several non-material changes as described further below.

The Equity Plan is the equity compensation plan for our employees and non-executive directors. The Equity Plan was originally approved by our shareholders in 2016 and was later amended to replenish shares in 2019. The complete text of the Equity Plan is attached as Appendix B to this Proxy Statement.

If our shareholders approve the Equity Plan, the maximum number of shares available for issuance will be 16 million common shares. As of March 1, 2021, 6.9 million shares remained available for grant.

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Appendix A shows the proposed changes to the relevantBye-Laws implementing the above revisions to our voting standards and other clean up revisions regarding the list of defined terms, with deletions indicated by strikeouts and additions indicated by underlining. You are urged to read the revisedBye-Laws provisions in their entirety.

The affirmative vote of at least three-fourths of the issued and outstanding shares of stock is required to approve this Proposal. This means that if you abstain from voting on this Proposal, your vote will count against this Proposal. If approved by the requisite shareholder vote, the proposed changes to theBye-Laws will become effective and will be set forth in amended and restatedBye-Laws. If this Proposal is not approved, the proposed amendments to ourBye-Laws will not be made and the existing provisions will remain in effect.

Recommendation of the board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENTS TO THEBYE-LAWS.

We are asking our shareholders to make a total of 16 million common shares available for issuance under our Equity Plan

Timing of proposal and factors regarding our equity usage

•  Equity is essential to talent acquisition and retention. We use the Equity Plan for granting equity awards to our non-executive directors and employees. We believe that equity- based compensation is critical for attracting, retaining and aligning the interests of non- executive directors and employees. We believe that equity-based compensation aligns the interests of our non-executive directors and employees with those of our shareholders and creates long-term shareholder value.

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       Proposal

    4

To amend the Invesco Ltd. 2016 Global Equity Incentive Plan (the “2016 Equity Plan”) to increase the number of shares authorized for issuance under the plan

General

We are asking our shareholders to approve an amendment to the 2016 Equity Plan (the “2016 Equity Plan Amendment”) to approve an additional 9.8 million shares for issuance under the 2016 Equity Plan. As of March 1, 2019, 4.5 million shares remained available for grant. The 2016 Equity Plan is our primary equity compensation plan for our employees andnon-executive directors.
The Board and the compensation committee are mindful of their responsibility to our shareholders to exercise judgment in granting equity-based awards. Upon recommendation of the compensation committee, the Board adopted the 2016 Equity Plan Amendment on February 7, 2019, subject to shareholder approval. The Board recommends that shareholders approve the 2016 Equity Plan Amendment to permit the Company’s continued use of equity-based compensation awards. The material terms of the 2016 Equity Plan, as amended, are described below. The complete text of the 2016 Equity Plan Amendment is attached as Annex D

•  Increased market volatility driving need for more shares. In 2020, given the then-current condition of the market resulting from the COVID-19 pandemic, the significant decline in our stock price negatively impacted the pool of shares under the Equity Plan and caused a sooner-than-expected need for additional shares.

As noted above, we are seeking shareholder approval to make a maximum of 16 million shares available for issuance under the Equity Plan. We expect that this share pool will be sufficient for equity grants for up to the next three years at the current stock price, or longer if our stock price increases. We believe that it is in the best interests of our shareholders to limit potential dilution from incentive share issuances and seek shareholder approval for additional shares on a more frequent basis as necessary in the future.
Why should you vote FOR approval of the Equity Plan?
Under NYSE rules, listed companies such as Invesco are generally not permitted to grant shares of common stock as compensation except under a plan that is approved by shareholders. Equity awards are an important part of our pay-for-performance compensation program.
The Board and the compensation committee are mindful of their responsibility to our shareholders to exercise judgment in granting equity-based awards. Upon recommendation of the compensation committee, the Board approved the Equity Plan on February 18, 2021, subject to shareholder approval.
The Board recommends a vote “FOR” the approval of the Equity Plan because it will continue to allow Invesco to achieve important business objectives in ways that are consistent with our shareholders’ interests. Material terms of the Equity Plan are described below. The complete text of the Equity Plan is attached as Appendix B to this Proxy Statement.

74        Invesco Ltd.

    Why should you vote FOR approval of the 2016 Equity Plan Amendment?
Under NYSE rules, listed companies such as Invesco are generally not permitted to grant shares of common stock as compensation except under a plan that is approved by shareholders. Equity awards are an important part of ourpay-for-performance compensation program. The Board recommends a vote “FOR” the approval of the 2016 Equity Plan Amendment because it will continue to allow Invesco to achieve important business objectives in ways that are consistent with our shareholders’ interests.

∎

Equity compensation facilitates alignment of employee and shareholder interests. Consistent with industry practice and accepted good governance standards, a significant portion of compensation for our executive officers is delivered in the form of company equity. Further, our compensation philosophy reflects our belief that equity compensation is a critical means of aligning the interests of employees with those of our shareholders. In recent years, all employee time-based equity awards have been made in the form of restricted stock and restricted stock units that generally vest over a four-year period. Performance-based equity awards granted to our executive officers are subject to three-year cliff vesting. We believe that this is the best and simplest way to align the interests of our employees with the interests of our shareholders, giving our employees a significant incentive to appropriately increase shareholder value.

∎

Equity compensation is an important tool to recruit and retain talent. Our competitors in the industry routinely use equity awards to compensate employees, and we believe that employees place a high value on equity compensation. Our equity compensation awards are an important component of our compensation program and play a significant role in our ability to attract and retain talented employees and senior management. Approximately 28% of our employee population hold equity awards.

∎

Use of “full-value” awards.Our equity compensation program favors the use of “full-value” awards (as opposed to “appreciation” awards, such as stock options or stock appreciation rights). This can mitigate the potential dilutive effect of equity compensation, because the same value can be delivered in the form of a stock award using fewer shares than would be needed if delivered in the form of a stock option.option or a stock appreciation right. Invesco has not granted employee stock options since 2005 and has never granted stock appreciation rights.

∎

The 2016 Equity Plan has key features that serve shareholder interests.The 2016 Equity Plan includes bestgood practices with respect to governance and administration of equity compensation programs described in more detail below in below Key Features.

features of the Equity Plan.

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Following our annual grant of equity awards in February 2019,2021, approximately 4.56.9 million shares were available for grant under the 2016 Equity Plan. If this proposal is not approved, the 2016 Equity Plan will remain in effect although the remaining shares will not be insufficientsufficient to maintain our current approach to employee compensation. We believe that this change would adversely affect shareholders and shareholder value and negatively impact the alignment between employee and shareholder interests. Without an equity plan under which Invesco can issue additional shares, we would need to reduce significantly, or eliminate entirely, compensation that is paid in a form other than cash. In addition, if our shareholders do not approve the 2016 Equity Plan, Amendment, we believe such action will impair our ability to compete for and retain our most talented employees.

Key features of the 2016 Equity Plan as amended

The 2016 Equity Plan as amended, includes a number of features that promote best practices and protect shareholders’ interests, including:

LOGO 
Independent committee

Administered by the compensation committee, which is composed entirely of independent directors who meet the SEC and NYSE standards for independence.

Fixed number of shares available for grant that will not automatically increase because of an “evergreen” feature.

Includes a double-trigger change-in-control provision that provides for the accelerated vesting of awards assumed following a change in control if a participant’s employment is terminated by the company involuntarily (other than for cause or unsatisfactory performance) or by the participant for good reason.

All performance-based awards are subject to forfeiture or “clawback” provisions. See Compensation policies and practices – Clawback policy above.

Prohibits participants from borrowing against or transferring awards.

Prohibits tax gross ups on awards.

Provides a minimum vesting period of one year for all awards. Employee time-based equity awards vest over a period of four years. Our executive officers’ performance-based equity awards are subject to 3-year cliff vesting. Beginning in 2020, director equity awards are subject to one-year cliff vesting.

Prohibits the payment of dividends or dividend equivalents on unvested performance-based awards unless and until the committee has certified that the applicable performance goals for such awards have been met.

2021 Proxy Statement        75

LOGO

Prohibits share recycling for stock options and stock appreciation rights.

•  No grants of discounted options or stock appreciation rights

•  No use of reload options

•  No repricing of stock options or stock appreciation rights without shareholder approval.

Material changes, including a material increase in authorized shares, require shareholder approval.

Historic use of equity and outstanding awards

When considering the number of shares to add to the Equity Plan, the compensation committee which is composed entirelyreviewed, among other things, the potential dilution to current shareholders as measured by run rate and overhang, and projected future share usage.

We recognize the dilutive impact of independent directors who meet the SEC and NYSE standards for independence.

No “evergreen” provision

Fixed number of shares available for grant that will not automatically increase because of an “evergreen” feature.

Double-trigger change-in-control provision

Includes a double-triggerchange-in-control provision that provides for the accelerated vesting of awards assumed following a change in control if a participant’s employment is terminated by the company involuntarily (other than for cause or unsatisfactory performance) or by the participant for good reason.

Forfeiture and clawback

All performance-based awards are subject to forfeiture or “clawback” provisions. See Compensation Policies and Practices – Clawback policy above.

No loans against or transferability of awards

Prohibits participants from borrowing against or transferring awards.

No excise tax gross ups

Prohibits tax gross ups on awards.

Minimum vesting requirements

Provides a minimum vesting period of two years for time-based and performance-based restricted stock awards and restricted stock units. Invesco’s time-based equity awards generally vest over a period of four years. Beginning in 2016, our executive officers’ performance-based equity awards are subject to3-year cliff vesting.

No dividends or dividend equivalents on performance-based awards

Prohibits the payment of dividends or dividend equivalents on unvested performance-based awards unless and until the committee has certified that the applicable performance goals for such awards have been met.

No liberal share recycling

Prohibits share recycling for stock options and stock appreciation rights.

Best practices for stock options and stock appreciation rights

–  No grants of discounted options or stock appreciation rights

–  No use of reload options

–  No repricing of stock options or stock appreciation rights without shareholder approval.

Material amendments require shareholder approval

Material changes, including a material increase in authorized shares, require shareholder approval.

Key data

The compensation committee regularly reviews “run rate,” “overhang” and dilution impact associated with our equity compensation plans, including the proposed 2016 Equity Plan Amendment.programs on our shareholders. We believe that our historical share usage and proposed 2016 Equity Plan are prudent and in the best interests of our shareholders.

Run rate

“Run rate” provides a measure of our annual share utilization relative to the number of shares outstanding. As shown in the following table below, the company’s three-year average run rate was 1.5%1.9%.

 

 
(share amounts in millions)  2020                       2019                       2018 

 

 

Granted during the year1

   9.7    9.9    6.1 

 

 

Weighted average shares outstanding (basic)

   459.5    437.8    412.4 

 

 

Run rate

   2.1%    2.3%    1.5% 

 

 

 

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(share amounts in millions)

               2018                2017                2016   

Granted during the year1

   6.1    5.6    6.9      

Weighted average shares outstanding

   412.4    409.4    414.7      

(basic)

        

Run rate

   1.5%    1.4%    1.7%      
1

Represents time-based and performance-based awards as reported in Note 12 of our Annual Report on Form 10-K for the year ended December 31, 2020. For 2019, the number of shares granted has been adjusted to exclude 6.2 million of shares granted as employment inducement awards in connection with completed acquisitions.

 

1  Represents time-based and performance-based awards as reported in Note 12 of our Annual Report on Form10-K for the year ended December 31, 2018.

 

Overhang and unvested share awards

“Overhang” refers to potential shareholder dilution represented by outstanding employee equity awards and shares available for future grant. Overhang is equal to the sum of outstanding awards plus shares available for grant, divided by common shares outstanding.

 

 
(share amounts in millions)  

Outstanding

awards1

   

        Shares available

for grant2

   

        Common shares

outstanding3

               Overhang 

 

 

As of December 31, 2020

   22.4    11.7    459.5    7.4% 

 

 

1

The company has no outstanding stock options or stock appreciation rights. Represents time-based and performance-based awards.

     
(share amounts in millions)  Outstanding
awards1		   Shares available
for grant2		   Common shares
outstanding3		   Overhang     

As of December 31, 2018

   13.4    13.7    412.4    6.5%      

As of March 1, 2019

   19.4    4.5    412.4    5.8%      

2

Represents shares available for grant under the 2016 Equity Plan.

3

1  The company has no outstanding stock options or stock appreciation rights. Represents time-based and performance-based awards.

2  Represents shares available for grant under the 2016 Equity Plan.

3  Represents basic weighted average shares oustanding.

76        Invesco Ltd.

 

Information regarding equity compensation plans

The following table sets forth information about common shares that may be issued under our existing equity compensation plans as of December 31, 2018.2020.

 

Name of planApproved by
security holders1		Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights		Weighted average
exercise price of
outstanding options,
warrants and rights		Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
outstanding options)

2016 Global Equity Incentive Plan

ü

N/AN/A13,732,511

2012 Employee Stock Purchase Plan

ü

N/AN/A1,924,071

2010 Global Equity Incentive Plan (ST)

N/AN/A1,474,340

Total

N/AN/A17,130,922

Name of plan

Approved by

security holders1

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

Weighted average

exercise price of

outstanding options,

warrants and rights

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

outstanding options)

2016 Global Equity Incentive Plan

✓N/AN/A8,834,478

2012 Employee Stock Purchase Plan

✓N/AN/A934,276

2010 Global Equity Incentive Plan (ST)

N/AN/A2,822,190

Total

N/AN/A12,590,944

1

With respect to the 2010 Global Equity Incentive Plan (ST), shares are issued only as employment inducement awards in connection with a strategic transaction and, as a result, do not require shareholder approval under the rules of the New York Stock Exchange or otherwise.

Impact on dilution

The 2016 Equity Plan currently authorizes the issuance of up to 21.7 million shares. As noted above, if our shareholders approve the 2016 Equity Plan, Amendmentthe maximum number of shares available for issuance will authorize the issuance of up to 9.8 million shares. If the 2016 Equity Plan Amendment is approved by our shareholders, the 2016 Equity Plan will authorize the issuance of up to 31.5be 16 million shares. The Board believes that the potential dilution resulting from these additional shares is reasonable and that the issuance of these additional shares will provide an appropriate incentive for employees to increase the value of the company for shareholders. Based

If our shareholders approve the Equity Plan, based on historical grant levels and the company’s current stock price, the company anticipates that the shares available for grant under the 2016 Equity Plan after the 2016 Equity Plan Amendment becomes effective will be sufficient to provide projected equity incentives to our employees until our 20202023 Annual General Meeting. We believe that it is in the best interests of our shareholders to limit potential dilution from incentive share issuances and to seek shareholder approval for additional shares on a more frequent basis as necessary in the future.

 

Summary of terms of 2016 equity plan, as amended

The following summary of the material features of the 2016 Equity Plan, as amended by the 2016 Equity Plan Amendment, does not purport to be complete and is qualified by the specific provisions of the 2016 Equity Plan and the 2016 Equity Plan Amendment, copies of which are available to any shareholder of the company upon written request to the Corporate Secretary of the company at Company’s principal executive offices.

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Requests for copies should be addressed to:

E-mail: company.secretary@invesco.com

Mail: Invesco Ltd.

1555 Peachtree Street N.E.

Atlanta, Georgia 30309

Attn: Office of the Secretary

Summary of terms of the Equity Plan

The following summary of the material features of the Equity Plan. This summary is not intended to complete and is qualified in its entirety by reference to the Equity Plan, a copy of which is attached as Appendix B to this Proxy Statement.

The 2016 Equity Plan was originally approved by our shareholders in May 2016. A copy of the 2016 Equity Plan also is included as Appendix A to the Company’s Proxy Statement filed with the SEC on March 24, 2016. Please also see Annex D to this proxy statement for a copy of the 2016 Equity Plan Amendment.

General. Under the terms of the 2016 Equity Plan, the compensation committee will havehas the authority to grant restricted stock, restricted stock units, stock options, stock appreciation rights (“SARs”) and other stock-based awards. We anticipate that we will continue our current equity compensation practice of granting only restricted stock and restricted stock units and other stock-based awards.units. We have not granted stock options since 2005 and have never granted SARs.

Eligibility. Eligible individuals means non-employee directors, officers, employees and consultants of the Company or any of its Affiliates, including a Participating Company, and prospective officers, employees and consultants who have accepted offers of employment or consultancy from a Company Affiliate or a Participating Company.

As of December 31, 2020, (i) approximately 8,400 employees of the company were eligible for awards under the Equity Plan, of which approximately 2,400 had outstanding awards, and (ii) all of our non-executive directors were eligible for awards under the Equity Plan, all of whom receive compensation in the form of restricted stock or restricted stock units granted under the Equity Plan.

Shares subject to the 2016 Equity Plan.As noted above, an aggregate of 21.7 We are asking our shareholders to approve the Equity Plan which will authorize up to 16 million common shares currently is authorized for issuance under the 2016 Equity Plan.shares. As noted above, as of March 1, 2019,2020, awards representing 19.415.5 million common shares were outstanding under the 2016 Equity Plan and 4.56.9 million common shares remained available for grant. We are asking our shareholders to approve an additional 9.8 million shares under the 2016 Equity Plan.

Shares delivered in connection with awards under the 2016 Equity Plan may be shares that are authorized but unissued shares, shares held by the company as treasury shares or, if required by local law, shares delivered from a trust established pursuant to applicable law.

The number of common shares authorized for issuance under the 2016 Equity Plan, as well as the number of shares subject to outstanding awards and the annual limitation on grants to any single individual, are subject to equitable adjustment upon the occurrence of any stock dividend or other distribution, recapitalization, stock split, reverse split, reorganization, merger, consolidation,spin-off, combination, repurchase or share exchange or other similar corporate transaction or event.

2021 Proxy Statement        77

Share counting. Under the following circumstances, shares that are subject to awards granted under the 2016 Equity Plan shall not be counted for purposes of the limits on the total number of shares that can be issued under the 2016 Equity Plan or the number of shares that can be issued as incentive stock options in the following circumstances:

∎

The award is forfeited, canceled or terminates, expires or lapses without shares having been delivered;

∎

The award is settled in cash; or

∎

The shares are withheld by the company to satisfy all or part of any tax withholding obligation related to an award of restricted stock or restricted stock units.

Shares tendered or withheld by the company in payment of the exercise price of stock options or SARs or to satisfy all or part of any tax withholding obligation related to such stock option or SAR shall be counted as shares that were issued under the 2016 Equity Plan.

Limits on incentive stock options. The total number of shares that can be issued pursuant to incentive stock options cannot exceed six million under the 2016 Equity Plan.

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Eligibility. As of December 31, 2018, (i) approximately 7,400 employees of the company were eligible for awards under the 2016 Equity Plan, of which 2,100 had outstanding awards, and (ii) all of ournon-executive directors were eligible for awards under the 2016 Equity Plan, all of whom receive quarterly compensation in the form of equity awards granted under the 2016 Equity Plan.
Types of awards. The 2016 Equity Plan authorizes awards in the form of restricted stock, restricted stock units, stock options, SARs and other stock-based awards.

∎

Restricted Stock and Restricted Stock Units.Awards of restricted stock are actual shares of common stock that are issued to a participant. An award of a restricted stock unit represents the right to receive cash or common stock at a future date. In each case, the award is subject to restrictions on transferability and such other restrictions, if any, as the compensation committee may impose at the date of grant. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction ofpre-established performance goals, in such installments, or otherwise, as the compensation committee may determine. Except to the extent provided in the applicable award agreement, a participant granted restricted stock will have all of the rights of a shareholder, including, without limitation, the right to vote and the right to receive dividends. If provided in the applicable award agreement, a holder of restricted stock units will be entitled to dividend equivalents with respect to such restricted stock units.

Upon termination of employment or other service relationship during the applicable restriction period, shares of restricted stock and restricted stock units that are subject to restrictions will be forfeited unless the award agreement provides otherwise.

∎

Other stock-based awards.The 2016 Equity Plan provides for the award of company shares and other awards that are valued by reference to our shares. Other stock-based awards may only be granted in lieu of compensation that would otherwise be payable to the participant.Non-executive director awards are considered No more than 5% of the Shares authorized to grant under Section 6 of the Equity Plan may be granted with a formminimum vesting schedule of other stock-based awards. Each year, the committee establishes the value of such stock-based awards fornon-executive directors for the upcomingless than one year. Such awards are subject to thenon-executive director stock ownership policy.

∎

Stock options and SARs. A stock option is an award that gives the participant the right, but not the obligation, to purchase a specified number of company shares at a specified price for a stated period of time. Stock options may be granted in the form of incentive stock options, which are intended to qualify for favorable treatment for the recipient under U.S. federal tax law, or as nonqualified stock options, which do not qualify for this favorable tax treatment. SARs represent the right to receive an amount in cash, shares or both equal to the fair market value of the shares subject to the award on the date of exercise minus the exercise price of the award.

As noted above, the 2016 Equity Plan provides for stock options even though the company has not granted stock options since 2005. The 2016 Equity Plan also provides for SARs, although the company has never granted SARs. If stock options or SARs are granted under the 2016 Equity Plan, they will be subject to the following limitations:

∎

No discounted stock options or SARs – All stock options and SARs must have an exercise price that is not less than the fair market value of the underlying shares on the date of grant.

∎

No reloads – The grant of a stock option will not be conditioned on the delivery of shares to the company in payment of an exercise price or satisfaction of a withholding or other payment obligation (i.e., a “reload option”).

∎

No repricing – Repricing of stock options or SARs is not permitted without shareholder approval.

∎

Term – The term of a stock option or SAR cannot exceed 10 years.

∎

No liberal share recycling – Share recycling for stock options and SARs is prohibited.

∎Minimum vesting requirements – The 2016 Equity Plan provides a minimum vesting period of one year for stock options and SARs.

 

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Minimum vesting requirements

Restricted stock and restricted stock units. Except with respect to the death, disability or involuntary termination (other than for cause or unsatisfactory performance) of a participant or the occurrence of a corporate transaction (including a change of control) or special circumstances determined by the committee, an award of restricted stock or restricted stock units subject solely to continued services shall have a minimum vesting period of not less than two yearsone year from the date of grant (permitting pro rata vesting over such time).grant. In recent years, restricted stock awards and restricted stock units generallygranted to employees vest over a four-year period. Our executive officers’ performance-based equity awards are subject to3-year three-year cliff vesting. Beginning in 2020, restricted stock awards and restricted stock units granted to non-executive directors vest on the one year anniversary of the date of grant.

78        Invesco Ltd.

Stock options and SARs. Stock options and SARs are subject to a one yearone-year minimum vesting period. The company has not granted stock options since 2005 and has never granted SARs.

Performance-based awards. To the extent the compensation committee grants an award under the 2016 Equity Plan with payment or vesting based on the attainment of one or more performance goals, such payment or vesting is permitted if, and only to the extent that, the performance goals established by the compensation committee are met.

The performance goals may relate to the performance of the company or the performance of the company relative to apre-established group. The performance goals may include a threshold level of performance below which no payment will be made, levels of performance at which specified payments will be made and a maximum level of performance above which no additional payment will be made. The performance measure or measures and the performance goals established by the compensation committee may be different for different fiscal years. With respect to 2018 performance-based awards that were granted in February 2019,2021, the compensation committee designated the following performance goals: adjusted operating margin and relative TSR.

Termination of employment/services. Except as otherwise provided in an award agreement, all unvested awards under the 2016 Equity Plan are forfeited when a participant terminates employment with, or ceases performing services for, the company.

Effect of a change of control.Awards that are not assumed in connection with a change of control will immediately vest at 100 percent. In the event of a change of control, with respect to awards that are assumed by the acquirer, then upon the participant’s termination of employment during the 24 months following a change in control (i) by the company (other than for cause or unsatisfactory performance) or (ii) by the participant for good reason (as defined in the 2016 Equity Plan), awards will vest at 100 percent unless otherwise provided in an award agreement.

Changes in capitalization and other corporate events. In the case of events affecting the capital structure of the company or certain corporate events such as a merger, the committee shall make adjustments and substitutions to shares reserved for issuance, awards limits, the number of shares subject to outstanding awards and the exercise price of outstanding awards under the 2016 Equity Plan as it deems equitable and appropriate. The committee may also adjust performance goals to reflect unusual ornon-recurring events and extraordinary items and for other similar reasons, but only to the extent that such adjustments would not cause awards that are intended to be exempt from Section 162(m) of the Internal Revenue Code (the “Code”) to lose that exemption.

Non-transferability.Awards under the 2016 Equity Plan cannot be sold, assigned, transferred, pledged or otherwise encumbered, except by will and the laws of descent and distribution.

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Tax withholding; no gross ups. The participant is responsible for all taxes legally due from a participant. Except as otherwise provided in an award agreement, withholding obligations under the 2016 Equity Plan may be settled in shares.

Administration. The Equity Plan will continue to be administered by the compensation committee of the Board, unless the Board appoints a different committee. The committee will consist of two or more “non-employee directors” as defined in Rule 16b-3 under the Exchange Act. The committee is authorized to establish administrative rules and procedures, select the eligible individuals to whom awards will be granted, determine the types of awards and the number of shares covered by the awards and establish the terms and conditions for awards.

The committee may delegate its authority to administer the Equity Plan to one or more persons, subject to applicable law. All decisions made by the committee with respect to the Equity Plan will be final and binding on all persons.

Plan amendments and changes. The Board of Directorsboard or the compensation committee may amend, alter or discontinue the 2016 Equity Plan, but no change is permitted without a participant’s consent to the extent that it would materially impair the participant’s rights under an outstanding award unless the change is made to comply with applicable law or stock exchange rules or to prevent adverse tax consequences to the company or a participant. In addition, no amendment will be made without the approval of the company’s shareholders if approval is required by applicable law or the listing standards of an applicable exchange.

Effective date. The 2016Pending shareholder approval, the Amended and Restated Equity Plan Amendment will be effective onas of the date that it is approved by our shareholders, as requested herein,June 15, 2021 and will terminate on the tenth anniversary of the effective date of the 2016 Equity Plan.

Securities registration. We intend to file with the SEC an amendment to our registration statement ofon FormS-8 covering the increase in to cover the number of shares of common stock authorized for issuance under the 2016 Equity Plan, as amended.Plan.

2021 Proxy Statement        79

 

Certain U.S. federal income tax consequences

The following discussion is intended only as a general summary of the material U.S. federal income tax consequences of awards issued to employees under the 2016 Equity Plan for the purposes of shareholders considering how to vote on this proposal. It is not intended as tax guidance to participants in the 2016 Equity Plan. This summary does not take into account certain circumstances that may change the income tax treatment of awards for individual participants, and it does not describe the state or local income tax consequences of any award or the taxation of awards in jurisdictions outside of the U.S.

Restricted stock awards and restricted stock units. The fair market value of stock granted under a restricted stock award is generally includable by the participant as ordinary income when the award vests. In the case of restricted stock unit awards, any cash and the fair market value of any stock issued as payment under the awards is includibleincludable as ordinary income when paid. Any dividends or dividend equivalents paid on unvested restricted stock and restricted stock units are treated as ordinary income when paid.

Stock options and SARs.The grant of a stock option or SAR generally has no tax consequences for a participant or the company. The exercise of an incentive stock option generally does not have tax consequences for a participant or the company, except that it may result in an item of adjustment for alternative minimum tax purposes for the participant. If a participant holds the shares acquired through the exercise of an incentive stock option for the time specified in the Code, any gain or loss arising from a subsequent disposition of the shares will be taxed as long-termlong- term capital gain or loss. If the shares are disposed of before the holding period is satisfied, the participant will recognize ordinary income equal to the lesser of (1) the amount realized upon the disposition and (2) the fair market value of such shares on the date of exercise minus the exercise price paid for the shares.

A participant recognizes ordinary income upon the exercise of a nonqualified stock option equal to the fair market value of the shares minus the exercise price for the shares. Upon the exercise of a SAR, the participant recognizes ordinary income equal to the amount paid to the participant, in cash and shares that represents the excess of the fair market value of a SAR over its exercise price. Any subsequent disposition of shares acquired through the exercise of a nonqualified stock option or a SAR will generally result in capital gain or loss, which may be short- or long-term, depending upon the holding period for the shares.

78

Deductions by the company.Except as explained below, the company generally is entitled to a deduction equal to the amount included in the ordinary income of participants and does not receive a deduction for amounts that are taxable to participants as capital gain.

Section 409A. The grant of certain types of incentive awards under the 2016 Equity Plan, may be subject to the requirements of Section 409A of the Code. If an award is subject to Section 409A, and if the requirements of Section 409A are not met, a participant may be subject to tax on all or a portion of the award earlier than the times described above, and additional taxes, penalties and interest could apply. Stock options, SARs and restricted stock awards that comply with the terms of the 2016 Equity Plan are intended to be exempt from the requirements of Section 409A. Restricted stock units granted under the 2016 Equity Plan may be subject to the requirements of Section 409A but are intended to comply with those requirements to avoid early taxation, additional taxes, penalties and interest. Notwithstanding the foregoing, the company is not responsible for any taxes, penalties or interest imposed with respect to any awards granted under the 2016 Equity Plan, including taxes, penalties or interest imposed under Section 409A.

New plan benefits. Future grants under the 2016 Equity Plan will be made at the discretion of the compensation committee and, accordingly, are not yet determinable. In addition, benefits under the 2016 Equity Plan will depend on a number of factors, including fair market value of the common shares on future dates. Consequently, it is not possible to determine the benefits that might be received by participants under the 2016 Equity Plan.

For information relating to grants under the 2016 Equity Plan for the last fiscal year to our named executive officers, seeGrants of Plan-based Share Awardsplan-based share awards for 20182020 table on page 60.

63.

RecommendationThe closing price of our shares on the boardNew York Stock Exchange on March 11, 2021 was $25.33 per share.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF 2016 EQUITY PLAN AMENDMENT.This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting.

79

 

 Proposal

    5
LOGO

FOR

Recommendation of the Board

The board of directors unanimously recommends a vote “FOR” the approval of the equity plan.

Appointment of Independent Registered Public Accounting Firm
   

Vote required: This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting.

 

General

The audit committee of the Board has proposed the appointment of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm to audit the company’s consolidated financial statements for the fiscal year ending December 31, 2019 and to audit the company’s internal control over financial reporting as of December 31, 2019. During and for the fiscal year ended December 31, 2018, PwC audited and rendered opinions on the financial statements of the company and certain of its subsidiaries. PwC also rendered an opinion on the company’s internal control over financial reporting as of December 31, 2018. In addition, PwC provides the company with tax consulting and compliance services, accounting and financial reporting advice on transactions and regulatory filings and certain other services not prohibited by applicable auditor independence requirements. SeeFees Paid to Independent Registered Public Accounting Firm below. Representatives of PwC are expected to be present at the Annual General Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions.

 

Recommendation of the board

80        Invesco Ltd.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPOINTMENT OF PWC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING

DECEMBER 31, 2019.

Proposal

4

Appointment of independent

registered public accounting firm

General

The audit committee of the Board has proposed the appointment of

PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm to audit the company’s consolidated financial statements for the year ending December 31, 2021 and to audit the company’s internal control over financial reporting as of December 31, 2021. During and for the year ended December 31, 2020, PwC audited and rendered opinions on the financial statements of the company and certain of its subsidiaries. PwC also rendered an opinion on the company’s internal control over financial reporting as of December 31, 2020. In addition, PwC provides the company with tax consulting and compliance services, accounting and financial reporting advice on transactions and regulatory filings and certain other services not prohibited by applicable auditor independence requirements. See Fees paid to independent registered public accounting firm below. Representatives of PwC are expected to be present at the Annual General Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions.

LOGO

FOR

Recommendation of the Board

The board of directors unanimously recommends a vote “FOR” the appointment of PwC as the company’s independent registered public accounting firm for the year ending December 31, 2021.

Vote required: This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting. If the appointment is not approved, the audit committee will reconsider the selection of PwC as the company’s independent registered public accounting firm.

80

Fees Paid to Independent Registered Public Accounting Firm
  

2021 Proxy Statement        81

Fees paid to independent registered public

accounting firm

The audit committee of the Board, with the approval of the shareholders, engaged PwC to perform an annual audit of the company’s consolidated financial statements for fiscal year 2018.2020. The following table sets forth the approximate aggregate fees billed or expected to be billed to the company by PwC for fiscal year 20182020 and 2017,2019, for the audit of the company’s annual consolidated financial statements and for other services rendered by PwC in 20182020 and 2017.

2019.

   

            Year ($ in  millions)5

                       2020                              2019

Audit fees1

  6.0  6.6

Audit-related fees2

  2.3  2.1

Tax fees3

  2.1  1.8

All other fees4

  0.1  0.0

Total fees

  10.5  10.5

 

    

Fiscal year

        ($ in millions)5         

 
   2018   2017 

Audit fees1

   6.1    5.0 

Audit-related fees2

   2.3    1.7 

Tax fees3

   2.3    1.4 

All other fees4

   0.3    1.1 

Total fees

 

   

 

11.0

 

 

 

   

 

9.2

 

 

 

1  The 2018 audit fees amount includes approximately $4.3 million (2017: $3.2 million) for audits of the company’s consolidated financial statements and $1.8 million (2017: $1.8
1

The 2020 audit fees amount includes approximately $3.3 million (2019: $4.0 million) for audits of the company’s consolidated financial statements and $2.5 million (2019: $2.5 million) for statutory audits of subsidiaries.

2  Audit-related fees consist of attest services not required by statute or regulation, audits of employee benefit plans and accounting consultations in connection with new accounting pronouncements and acquisitions.

3  Tax fees consist of compliance and advisory services.

4  In 2017 and 2018, all other fees relate primarily to professional consulting services.

5  These amounts do not include fees paid to PwC associated with audits conducted on certain of our affiliated investment companies, unit trusts and partnerships.

2

Audit-related fees consist of attest services not required by statute or regulation, audits of employee benefit plans and accounting consultations in connection with new accounting pronouncements and acquisitions.

3

Tax fees consist of compliance and advisory services.

4

In 2020, all other fees relate primarily to professional consulting services. In 2020, these fees were $121,155.

5

These amounts do not include fees paid to PwC associated with audits conducted on certain of our affiliated investment companies, unit trusts and partnerships.

Pre-Approval ProcessPre-approval process and Policy

All audit andnon-auditpolicy

services provided to the

company and its subsidiaries

by PwC during fiscal years

2018 and 2017 were either

specifically approved orpre-

approved under the audit

andnon-audit servicespre-

approval policy.

The Invesco audit committee has adopted policies and procedures forpre-approving (the “Pre-Approval Policy”) all audit andnon-audit services provided by ourInvesco’s independent auditors. The policy is designedauditors, in order to ensureconclude that the auditor’sprovision of auditor services are compatible with the audit firm’s independence is not impaired.for conducting the audit function. The policy sets forth the audit committee’s views onresponsibility for pre-approval of audit, audit-related,audit related, non-audit, tax and other services.services and reviews services performed by the independent registered public accounting firm. It provides that, before the company engages the independent auditor to render any service, the engagement must either be specifically approved by the audit committee or fall into one of the defined categories that have beenpre-approved. The policy defines In the services that the committee haspre-approved. The termintervals between scheduled meetings of any such categorical approval is from the date ofpre-approval to the next annual update of suchpre-approval, unless the committee specifically provides otherwise. The policy also prohibits the company from engaging the auditors to provide certain definednon-audit services that are prohibited under SEC rules. Under the policy, the audit committee, may delegatepre-approval authority to one or more of its members, but may not delegate such authority to the company’s management. Under the policy, our management must inform the audit committee of each service performed by our independent auditor pursuant tohas delegated pre-approval authority under the policy. This requirement normally is satisfied by a report issuedPre-Approval Policy to the audit committee from the independent auditor. Requestschair, which are reported to the audit committee for separate approval must be submitted by bothat the independent auditor and our chief financial officer and the request must include a joint statement as to whether it is deemed consistent with the SEC’s and Public Company Accounting Oversight Board’s rules on auditor independence.next scheduled meeting.

81

82        Invesco Ltd.

Report of the Audit Committee

audit committee

 

Membership and role of the Audit Committee

The audit committee of the Board consists of Phoebe A. Wood (Chairperson)(Chair), Sarah E. Beshar, Thomas M. Finke, William F. Glavin, Jr., C. Robert Henrikson, Ben F. Johnson III, Denis Kessler, Sir Nigel Sheinwald and G. Richard Wagoner, Jr. Each of the members of the audit committee is independent as such term is defined under the NYSE listing standards and applicable law. The primary purpose of the audit committee is to assist the Board of Directors in fulfilling its responsibility to oversee (i) the company’s financial reporting, auditing and internal control activities, including the integrity of the company’s financial statements, (ii) the independent auditor’s qualifications and independence, (iii) the performance of the company’s internal audit function and independent auditor, and (iv) the company’s compliance with legal and regulatory requirements. The audit committee’s function is more fully described in its written charter, which is available on the company’s website.

 

Review of the company’s audited consolidated financial statements for the fiscal year ended December 31, 2018

2020

The audit committee has reviewed and discussed the audited financial statements of the company for the fiscal year ended December 31, 20182020 with the company’s management. The audit committee has also performed the other reviews and duties set forth in its charter. The audit committee has discussed with PricewaterhouseCoopers LLP (“PwC”), the company’s independent registered public accounting firm, the matters required to be discussed by professional auditing standards. The audit committee has also received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the audit committee concerning independence, and has discussed the independence of PwC with that firm. Based on the audit committee’s review and discussions noted above, the audit committee recommended to the Board of Directors that the company’s audited consolidated financial statements be included in the company’s Annual Report for filing with the SEC.

Respectfully submitted by the audit committee:

Phoebe A. Wood (Chairperson)

(Chair)

Sarah E. Beshar

Thomas M. Finke1

William F. Glavin, Jr.

C. Robert Henrikson

Ben F. Johnson III
Denis Kessler

Sir Nigel Sheinwald

G. Richard Wagoner, Jr.

 

82
1

Mr. Finke joined the Audit Committee effective December 1, 2020.

2021 Proxy Statement        83

General Information Regardinginformation regarding the Annual General Meeting

annual general meeting

 

Questions and answers about voting your common shares

Q. Why did I receive this Proxy Statement?

You have received these proxy materials because Invesco’s Board of Directors is soliciting your proxy to vote your shares at the Annual General Meeting on May 9, 2019.13, 2021. This proxy statement includes information that is designed to assist you in voting your shares and information that we are required to provide to you under SEC rules.

Q. What is a proxy?

A “proxy” is a written authorization from you to another person that allows such person (the “proxy holder”) to vote your shares on your behalf. The Board of Directors is asking you to allow any of the following persons to vote your shares at the Annual General Meeting: Ben F. Johnson III, ChairpersonG. Richard Wagoner, Jr., Chair of the Board of Directors; Martin L. Flanagan, President and Chief Executive Officer; Loren M. Starr,L. Allison Dukes, Senior Managing Director and Chief Financial Officer; Colin D. Meadows, Senior Managing Director and Chief Administrative Officer and Kevin M. Carome, Senior Managing Director and General Counsel.

Q. Why did I not receive my proxy materials in the mail?

As permitted by rules of the SEC, Invesco is making this Proxy Statement and its Annual Report on Form10-K for the fiscal year ended December 31, 20182020 (“Annual Report”) available to its shareholders electronically via the Internet. The“e-proxy” “e-proxy” process expedites shareholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of our Annual General Meeting.

On

Beginning on March [.], 2019,26, 2021, we mailed to shareholders of record as of the close of business on March 11, 201915, 2021 (“Record Date”) a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement, our Annual Report and other soliciting materials via the Internet. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Notice to request such materials.

Q. Who is entitled to vote?

Each holder of record of Invesco common shares on the Record Date for the Annual General Meeting is entitled to attend and vote at the Annual General Meeting.

Q. What is the difference between holding shares as a “shareholder of record” and as a “beneficial owner”?

∎

Shareholders of record.You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with Computershare, our transfer agent.

∎

Beneficial owner.You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. Please see “WhatWhat if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted?” below for additional information.

83

∎

Invesco has requested banks, brokerage firms and other nominees who hold Invesco common shares on behalf of beneficial owners of the common shares as of the close of business on the Record Date to forward the Notice to those beneficial owners. Invesco has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

Q. How many votes do I have?

Every holder of a common share on the Record Date will be entitled to one vote per share for each Director to be elected at the Annual General Meeting and to one vote per share on each other matter presented at the Annual General Meeting. On the Record Date there were [.]461,280,055 common shares outstanding and entitled to vote at the Annual General Meeting.

84        Invesco Ltd.

Q. What proposals are being presented at the Annual General Meeting?

Invesco intends to present proposals numbered one through fivefour for shareholder consideration and voting at the Annual General Meeting. These proposals are for:

1

Election of twelve (12) members of the Board of Directors;

2

Advisory vote to approve the company’s executive compensation;

3

Amendment and restatement of the Invesco Ltd. 2016 Global Equity Incentive Plan to increase the number of shares authorized under the plan; and

4

1 Election of eight (8) members of the Board of Directors;

2 Advisory vote to approve the company’s executive compensation;

3 Amendment of the company’s Third Amended and RestatedBye-Laws to eliminate certain super majority voting standards;

4 Amendment of the Invesco Ltd. 2016 Global Equity Incentive Plan to increase the number of shares authorized for issuance under the plan; and

5 Appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm.

Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual General Meeting, Invesco does not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on such matter in their discretion.

Q. How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

∎

FOR the election of the eight (8)twelve (12) directors nominated by our Board and named in this proxy statement;

∎

FOR the approval, on an advisory basis, of the compensation of our named executive officers;

∎

FOR the amendment of the company’s Third Amended and RestatedBye-Laws to eliminate certain super majority voting standards;

∎ FOR the amendmentrestatement of the Invesco Ltd. 2016 Global Equity Incentive Plan to increase the number of shares authorized for issuance under the plan; and

∎

FOR appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm.

Q. How do I attend the Annual General Meeting?

All

Due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our shareholders, are invited to attendemployees, and our community, the Annual General Meeting. An admission ticket (or other proof of share ownership) and some form of government-issued photo identification (such as a valid driver’s license or passport)Meeting will be required for admissionheld over the Internet in a virtual meeting format only, with no in-person access. Shareholders attending the Annual Meeting remotely will have the same opportunities they have had at past annual meetings to participate, vote, ask questions, and provide feedback to the Annual General Meeting. Only shareholders who own Invesco common shares ascompany’s management team and the Board of Directors.

If you were a shareholder of record at the close of business on the Record Daterecord date of March 15, 2021, you are eligible to access, participate in and invited guestsvote at the virtual meeting.
The meeting will be entitled to attend the meeting. An admission ticket will serve as verification of your ownership. Registrationhosted at www.meetingcenter.io/293405929. The meeting will begin promptly at [11:1:00 a.m.] Central European Summerp.m., Eastern Time and online access will open 15 minutes prior to allow time to log-in. The login password is IVZ2021. You will also need your voter control number, which, if you are a shareholder of record, you can find on your original proxy card or Notice of Internet Availability of Proxy Materials.
If you hold your shares in “street name” or through an intermediary, such as a bank or broker (a “Beneficial Holder”), you have two options:

1. Registration in Advance of the Annual General Meeting will begin at [12:00 p.m.] Central European Summer Time.

∎ IfSubmit proof of your proxy power (“Legal Proxy”) from your broker or bank reflecting your Invesco shares are registered inLtd. holdings along with your name and youemail address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 7, 2021. You will receive a confirmationemail from Computershare of your registration, which will include your voter control number. Requests for registration should include an email from your broker or accessedan image of your legal proxy materials electronicallyand be directed to Computershare via the Internet, click the appropriate box on the electronic proxy cardemail at legalproxy@computershare.com or follow the telephone instructions when prompted and an admission ticket will be held for youby mail at thecheck-in areaComputershare, Invesco Ltd. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

2. Register at the Annual General Meeting

For the 2021 proxy season, an industry solution has been agreed upon to allow Beneficial Holders to register online at the Annual General Meeting to attend, ask questions and vote. We expect that the vast majority of Beneficial Holders will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to Beneficial Holders only. There is noguarantee this option will be available for every type of Beneficial Holder voting control number. The inabilityto provide this option to any or all Beneficial Holders shall in no way impact the validity of the Annual GeneralMeeting. Beneficial Holders may choose the register in advance of the Annual Meeting option above, if they want to ensure full access to the Annual General Meeting.

∎ If you received

You may submit your proxy materialsin advance of the Annual Meeting via the Internet, by phone or by mail and voted by completingfollowing the instructions included on your proxy card and checked the box indicating thator notice of Internet availability. Whether or not you plan to attend the meeting, an admission ticket will be held forvirtual Annual Meeting, we urge you at thecheck-in area at the Annual General Meeting.

84

∎ Ifto vote and submit your Invesco shares are held in a bank or brokerage account, contact your bank or broker to obtain a written legal proxy in orderadvance of the meeting using one of the methods described in the proxy materials.

Q. Do I need to vote your shares at the meeting. If you do not obtain a legal proxy from your bank or broker, you will not be entitledregister to vote your shares, but you can still attend the Annual General Meeting virtually?

Registration is only required if you bringare a recent bank or brokerage statement showing that you owned Invesco common shares on March 11, 2019. You should report to thecheck-in area for admission to the Annual General Meeting.Beneficial Holder, as set forth above.

2021 Proxy Statement        85

Q. How do I vote and what are the voting deadlines?

You may vote your shares in person at the Annual General Meeting or by proxy. There are three ways to vote by proxy:

∎

Via the internet:You can submit a proxy via the Internet until 11:59 a.m. eastern time on May 8, 2019,the adjournment of the virtual annual meeting, by accessing the web site at http://www. envisonreports.com/www.envisonreports.com/IVZ and following the instructions you will find on the web site. Internet proxy submission is available 24 hours a day. You will be given the opportunity to confirm that your instructions have been properly recorded.

∎

By telephone:You can submit a proxy by telephone until 11:59 a.m.p.m. eastern time on May 8, 2019,12, 2021, by calling toll-free
1-800-652-VOTE (8683) (from the U.S. and Canada) and following the instructions.

∎

By mail:If you have received your proxy materials by mail, you can vote by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you hold your common shares in an account with a bank or broker (i.e., in “street name”), you can vote by following the instructions on the voting instruction card provided to you by your bank or broker. Proxy cards returned by mail must be received no later than the close of business on May 8, 2019.

12, 2021.

Even if you plan to be present atparticipate in the Annual General Meeting, we encourage you to vote your common shares by proxy using one of the methods described above. Invesco shareholders of record who attend the meeting may vote their common shares in person, even though they have sent in proxies.

Q. What if I hold restricted shares?

For participants in the 2016 Global Equity Incentive Plan and the 2011 Global Equity Incentive Plan who hold restricted share awards through the company’s stock plan administrator, your restricted shares will be voted as you instruct the custodian for such shares, Invesco Ltd. (the “Custodian”). There are three ways to vote: via the Internet, by telephone or by returning your voting instruction card. Please follow the instructions included on your voting instruction card on how to vote using one of the three methods. Your vote will serve as voting instructions to the Custodian for your restricted shares. If you do not provide instructions regarding your restricted shares, the Custodian will not vote them. You cannot vote your restricted shares in person at the meeting.To allow sufficient time for votingby the Custodian, the Custodian must receive your vote by no later than 11:59p.m. eastern time on May 6, 2021. 3, 2019.

Q. May I change or revoke my vote?

Yes. You may change your vote in one of several ways at any time before it is cast prior to the applicable deadline for voting:

∎

Grant a subsequent proxy via the Internet or telephone;

∎

Submit another proxy card (or voting instruction card) with a date later than your previously delivered proxy;

∎

Notify our Company Secretary in writing before the Annual General Meeting that you are revoking your proxy or, if you hold your shares in “street name,” follow the instructions on the voting instruction card; or

∎

If you are a shareholder of record, or a beneficial owner with a proxy from the shareholder of record, vote in person at the virtual Annual General Meeting.

Q. What will happen if I do not vote my shares?

∎

Shareholders of record.If you are the shareholder of record and you do not vote in person at the virtual Annual General Meeting, or by proxy via the Internet, by telephone, or by mail, your shares will not be voted at the Annual General Meeting.

85

∎

Beneficial owners.If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under NYSE rules, your broker or nominee has discretion to vote your shares on routine matters, such as Proposal No. 5,4, but does not have discretion to vote your shares onnon-routine matters, such as Proposals No. 1, 2 3 or 4.3. Therefore, if you do not instruct your broker as to how to vote your shares on Proposals No. 1, 2 3 or 4,3, this would be a “brokernon-vote,” and your shares would not be counted as having been voted on the applicable proposal.Wetherefore strongly encourage you to instruct your broker or nominee onhow you wish to vote your shares.

Q. What is the effect of a brokernon-vote or abstention?

Under NYSE rules, brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on a limited number of routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual General Meeting. A “brokernon-vote” occurs when a broker or other nominee does not receive such voting instructions and does not have the discretion to vote the shares. Pursuant to Bermuda law, brokernon-votes and abstentions are not included in the determination of the common shares voting on such matter, but are counted for quorum purposes.

Q. What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted?

∎

Shareholders of record.If you are a shareholder of record and you submit a proxy, but you do not provide voting instructions, all of your shares will be voted FOR Proposals No. 1, 2, 3 4 and 5.4.

86        Invesco Ltd.

∎

Beneficial owners.If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under NYSE rules, brokers and other nominees have the discretion to vote on routine matters, such as Proposal No. 5,4, but do not have discretion to vote onnon-routine matters, such as Proposals No. 1, 2 3 and 4.3. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal No. 54 and any other routine matters properly presented for a vote at the Annual General Meeting.

Q. What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials?

It means you own Invesco common shares in more than one account, such as individually and jointly with your spouse.Please vote all of your common sharesshares.. Please see “Householding of Proxy Materials” below for information on how you may elect to receive only one Notice.

Q. What is a quorum?

A quorum is necessary to hold a valid meeting. The presence in person, of two or more persons representing, in personvirtually or by proxy, more than 50% of the issued and outstanding common shares entitled to vote at the virtual meeting as of the Record Date constitutes a quorum for the conduct of business.

Q. What vote is required in order to approve each proposal?

For Proposals 1, 2 , 4 and 5,

Each proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Annual General Meeting is required.Meeting. Under ourBye-Laws, a majority of the votes cast means the number of shares voted “for” a proposal must exceed 50% of the votes cast with respect to such proposal. Votes “cast” include only votes cast with respect to shares present in personat the virtual Annual General Meeting or represented by proxy and excludes abstentions. For Proposal 3, the affirmative vote for at least 75% of the issued and outstanding shares of the company is required.

Q. How will voting on any other business be conducted?

Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual General Meeting, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the persons named as proxies will vote on the matter in their discretion.

86

Q. What happens if the Annual General Meeting is adjourned or postponed?

Your proxy will still be effective and will be voted at the rescheduled Annual General Meeting. You will still be able to change or revoke your proxy until it is voted.

Q. Who will count the votes?

A representative of Computershare, our transfer agent, will act as the inspector of election and will tabulate the votes.

Q. How can I find the results of the Annual General Meeting?

Preliminary results will be announced at the Annual General Meeting. Final results will be published in a Current Report on Form8-K that we will file with the SEC within four business days after the Annual General Meeting.

 

Important additional information

Costs of solicitation

The cost of solicitation of proxies will be paid by Invesco. We have retained Alliance Advisors LLC to solicit proxies for a fee of approximately $18,000 plus a reasonable amount to cover expenses. Proxies may also be solicited in person, by telephone or electronically by Invesco personnel who will not receive additional compensation for such solicitation. Copies of proxy materials and our Annual Report will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.

Presentation of financial statements

In accordance with Section 84 of the Companies Act 1981 of Bermuda, Invesco’s audited consolidated financial statements for the fiscal year ended December 31, 20182020 will be presented at the Annual General Meeting. These statements have been approved by the Board. There is no requirement under Bermuda law that these statements be approved by shareholders, and no such approval will be sought at the Annual General Meeting.

Registered and principal executive offices

The registered office of Invesco is located at Canon’s Court, 22Victoria Place, 31 Victoria Street, Hamilton HM12,HM10, Bermuda. The principal executive office of Invesco is located at 1555 Peachtree Street N.E., Atlanta, Georgia 30309, and the telephone number there is1-404-892-0896.

2021 Proxy Statement        87

Shareholder proposals for the 20202022 annual general meeting

In accordance with the rules established by the SEC, any shareholder proposal submitted pursuant to Rule14a-8 under the Exchange Act intended for inclusion in the proxy statement for next year’s annual general meeting of shareholders must be received by Invesco no later than 120 days before the anniversary of the date of this proxy statement (e.g., not later than November 23, 2019)26, 2021). Such proposals should be sent to our Company Secretary in writing to Invesco Ltd., Attn: Office of the Company Secretary, Legal Department, 1555 Peachtree Street N.E., Atlanta, Georgia 30309, or by email to company.secretary@invesco.com. To be included in the Proxy Statement, the proposal must comply with the requirements as to form and substance established by the SEC and ourBye-Laws, and must be a proper subject for shareholder action under Bermuda law.

The company implemented “proxy access”

In addition, a shareholder (or a group of up to 20 shareholders) who has owned at least 3% of our shares continuously for at least three years and has complied with the other requirements in 2017. Proxy access allows eligible shareholders toour bye-laws may nominate and include their director nominees in the company’s proxy materials director nominees constituting up to 20% of our Board of Directors. Notice of a proxy access nomination for an annual general meetingconsideration at our 2022 Annual General Meeting of shareholders, along with the candidates nominated by the Board as long as certain criteria are met and such request to include a shareholder-nominated candidate isShareholders must be received not less than 90 nornot more than 120 days prior to the first anniversary of the preceding year’s annual general meeting2021 Annual General Meeting of Shareholders (e.g. from January 10, 202013, 2022 to February 9, 2020)12, 2022). Subject to the terms and conditions set forth in ourBye-Laws, generally, eligible shareholders who have continuously maintained qualifying ownership of at least 3% of the company’s outstanding shares for at least the previous three years are generally permitted to use the company’s proxy statement to nominate, at the company’s annual general

87

meeting of shareholders, a number of eligible director candidates equal to the greater of two and the largest whole number that does not exceed 20% of the number of directors in office as of the last day on which a proxy access notice may be delivered.
A shareholder may otherwise propose business for consideration or nominate persons for election to the Board in compliance with SEC proxy rules, Bermuda law, ourBye-Laws and other legal requirements, without seeking to have the proposal included in Invesco’s proxy statement pursuant to Rule14a-8 under the Exchange Act. Under ourBye-Laws, notice of such a proposal must generally be provided to our Company Secretary not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual general meeting. The period under ourBye-Laws for receipt of such proposals for next year’s meeting is thus from January 10, 202013, 2022 to February 9, 2020.12, 2022. (However, if the date of the annual general meeting is more than 30 days before or more than 60 days after such anniversary date, any notice by a shareholder of business or the nomination of directors for election or reelection to be brought before the annual general meeting to be timely must be delivered (i) not earlier than the close of business on the 120th day prior to such annual general meeting; and (ii) not later than the close of business on the later of (A) the 90th day prior to such annual general meeting and (B) the 10th day following the day on which public announcement of the date of such meeting is first made.) SEC rules permit proxy holders to vote proxies in their discretion in certain cases if the shareholder does not comply with these deadlines, and in certain other cases notwithstanding compliance with these deadlines.

In addition, Sections79-80 of the Bermuda Companies Act allows shareholders holding at least 5% of the total voting rights or totaling 100 record holders (provided that they advance to the company all expenses involved and comply with certain deadlines) to require Invesco (i) to give notice of any resolution that such shareholders can properly propose at the next annual general meeting; and/or (ii) to circulate a statement regarding any proposed resolution or business to be conducted at a general meeting.

United States Securities and Exchange Commission reports

A copy of the company’s Annual Report on Form10-K (“Annual Report”), including financial statements, for the fiscal year ended December 31, 2018,2020, is being furnished concurrently herewith to all shareholders holding shares as of the Record Date. Please read it carefully.

Shareholders may obtain a copy of the Annual Report, without charge, by visiting the company’s web site atwww.invesco.com www.invesco.com/corporate or by submitting a request to our Company Secretary at: company.secretary@invesco.comcompany.secretary@invesco. com or by writing Invesco Ltd., Attn: Office of the Company Secretary, Legal Department, 1555 Peachtree Street N.E., Atlanta, Georgia 30309. Upon request to our Company Secretary, the exhibits set forth on the exhibit index of the Annual Report may be made available at a reasonable charge (which will be limited to our reasonable expenses in furnishing such exhibits).

Further, we make available free of charge through our corporate website, our Quarterly Reports of Form 10-Q, Current Reports of Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish to, the SEC.

Householding of proxy materials

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for Proxy Statements and Annual Reports with respect to two or more shareholders sharing the same address by delivering a single Proxy Statement and Annual Report to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.

88        Invesco Ltd.

A number of banks and brokers with account holders who are beneficial holders of the company’s common shares will be householding the company’s proxy materials or the Notice. Accordingly, a single copy of the proxy materials or Notice will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate proxy materials or copies of the Notice, please notify your bank or broker, or contact our Company Secretary at: company.secretary@invesco.com,company. secretary@invesco.com, or by mail to Invesco Ltd., Attn: Office of the Company Secretary, Legal Department, 1555 Peachtree Street N.E., Atlanta, Georgia 30309, or by telephone to404-892-0896. The company undertakes, upon oral or written request to the address or telephone number above, to deliver promptly a separate copy of the company’s proxy materials or the Notice to a shareholder at a shared address to which a single copy of the applicable document was delivered. Shareholders who currently receive multiple copies of the proxy materials or the Notice at their address and would like to request householding of their communications should contact their bank or broker or the Company Secretary at the contact address and telephone number provided above.

2021 Proxy Statement        89

Appendix A
  

Appendix A

U.S. GAAP rules on consolidation require

the company to

consolidate certain

investment product

assets and liabilities

which significantly distort

our balance sheet and associated financial

metrics.

Schedule of Non-GAAP information

We utilize the following non-GAAP performance measures: net revenue (and by calculation, net revenue yield on AUM), adjusted operating income, adjusted operating margin, adjusted net income attributable to Invesco Ltd. and adjusted diluted earnings per common share (EPS). The company believes the adjusted measures provide valuable insight into the company’s ongoing operational performance and assist in comparisons to its competitors. These measures also assist the company’s management with the establishment of operational budgets and forecasts and assist the Board of Directors and management of the company in determining incentive compensation decisions. The most directly comparable U.S. GAAP measures are operating revenues (and by calculation, gross revenue yield on AUM), operating income, operating margin, net income attributable to Invesco Ltd. and diluted EPS. Each of these measures is discussed more fully below.

The following are reconciliations of operating revenues, operating income (and by calculation, operating margin), and net income attributable to Invesco Ltd. (and by calculation, diluted EPS) on a U.S. GAAP basis to a non-GAAP basis of net revenues, adjusted operating income (and by calculation, adjusted operating margin), and adjusted net income attributable to Invesco Ltd. (and by calculation, adjusted diluted EPS). These non-GAAP measures should not be considered as substitutes for any U.S. GAAP measures and may not be comparable to other similarly titled measures of other companies. Additional reconciling items may be added in the future to these non-GAAP measures if deemed appropriate. The tax effects related to the reconciling items have been calculated based on the tax rate attributable to the jurisdiction to which the transaction relates. Notes to the reconciliations follow the tables.

 

AUM ranking disclosure

                                                                                                                                       
Reconciliation of operating revenues to net revenues:               
   

 

  

 

  

 

  

 

  

 

$ in millions  2020   2019   2018   2017   2016 

Operating revenues, U.S. GAAP basis

   6,145.6    6,117.4    5,314.1    5,160.3    4,734.4 

Invesco Great Wall1

   263.2    157.2    83.6    48.7    43.7 

Revenue Adjustments:2

          

Investment management fees

   -779.8    -814.4    -817.9    -914.2    -840.1 

Service and distribution fees

   -986.1    -886.3    -629.7    -551.2    -547.6 

Other

   -181.7    -192.3    -160.6    -21.1    -19.5 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total revenue adjustments

   -1,947.6    -1,893.0    -1,608.2    -1,486.5    -1,407.2 

Assets of Consolidated Investment Products (“CIP”)3

   39.8    33.5    28.6    32.4    22.3 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Net revenues

   4,501.0    4,415.1    3,818.1    3,754.9    3,393.2 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

Reconciliation of operating income to adjusted operating income:

 

   

 

  

 

  

 

  

 

  

 

$ in millions  2020   2019   2018   2017   2016 

Operating income, U.S. GAAP basis

   920.4    808.2    1,204.9    1,279.1    1,152.4 

Invesco Great Wall1

   143.7    76.5    31.1    18.4    15.9 

CIP3

   62.0    61.6    44.8    42.9    51.0 

Transaction, integration, and restructuring 4

   393.3    673.0    136.9    101.8    69.0 
Compensation expense related to market valuation changes in deferred compensation plans5   39.8    36.5    -3.2    20.3    8.1 

Other reconciling items6

   105.3    —    -22.8    19.7    1.0 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Adjusted operating income

   1,664.5    1,655.8    1,391.7    1,482.2    1,297.4 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Operating margin7

   15.0%    13.2%    22.7%    24.8%    24.3% 

Adjusted operating margin8

 

   

 

37.0%

 

 

 

   

 

37.5%

 

 

 

   

 

36.5%

 

 

 

   

 

39.5%

 

 

 

   

 

38.2%

 

 

 

90        Invesco Ltd.
Our AUM ranking data excludes passive products,closed-end funds, private equity limited partnerships,non-discretionary funds, unit investment trusts, fund of funds with component funds managed by Invesco, stable value building block funds and consolidated debt obligations. Certain funds and products were excluded from the analysis because of limited benchmark or peer group data. Had these been available, results may have been different. These results are preliminary and subject to revision.
Data is as of December 31, 2018. AUM measured in theone-, three- and five-year peer group rankings represents 52%, 52% and 51% of total Invesco AUM, respectively.
Peer group rankings are sourced from a widely-used third party ranking agency in each fund’s market (Lipper, Morningstar, IA, Russell, Mercer, eVestment Alliance, SITCA, Value Research) and asset-weighted in U.S. dollars. Rankings are as of priorquarter-end for most institutional products and priormonth-end for Australian retail funds due to their late release by third parties. Rankings are calculated against all funds in each peer group. Rankings for the primary share class of the most representative fund in each composite are applied to all products within each composite. Performance assumes the reinvestment of dividends. Past performance is not indicative of future results and may not reflect an investor’s experience.

                                                                                                                                       
Reconciliation of net income attributable to Invesco Ltd. to adjusted net income attributable to Invesco Ltd.: 
   

 

  

 

  

 

  

 

  

 

$ in millions, except per share data  2020   2019   2018   2017   2016 

Net income attributable to Invesco Ltd., U.S. GAAP basis

   524.8    564.7    882.8    1,127.3    854.2 

CIP3

   -9.4    1.6    -8.8    -2.3    -3.0 

Transaction, integration and restructuring, net of tax4

   339.7    558.1    138.6    91.9    68.3 

Deferred compensation plan market valuation changes and dividend income less compensation expense, net of tax5

   -20.1    -7.9    15.4    -4.6    -2.5 

Other reconciling items, net of tax6

   57.9    7.5    -25.3    -106.4    7.1 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Adjusted net income attributable to Invesco Ltd.

   892.9    1,124.0    1,002.7    1,105.9    924.1 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Average shares outstanding - diluted

   462.5    440.5    412.5    409.9    415.0 

Diluted EPS

   $1.13    $1.28    $2.14    $2.75    $2.06 

Adjusted diluted EPS9

   $1.93    $2.55    $2.43    $2.70    $2.23 

 

90

Appendix B

U.S. GAAP rules on

consolidation require the

company to consolidate

certain investment product

assets and liabilities which

significantly distort our

balance sheet and associated

financial metrics.

Schedule ofNon-GAAP information

We utilize the followingnon-GAAP performance measures: net revenue (and by calculation, net revenue yield on AUM), adjusted operating income, adjusted operating margin, adjusted
1

Invesco Great Wall: Prior to the third quarter of 2018, management reflected its interests in Invesco Great Wall on a proportional consolidation basis, which was consistent with the presentation of our share of the AUM from these investments. Given the company’s influence on Invesco Great Wall, a change in regulation allowing increased foreign ownership, and reaching oral agreement in principle in the third quarter of 2018 to obtain a majority stake of the joint venture, the company began reporting 100% of the flows and AUM for Invesco Great Wall. Also beginning in the third quarter of 2018, the company’s non-GAAP operating results reflect the economics of these holdings on a basis consistent with the underlying AUM and flows. Adjusted net income is reduced by the amount of earnings attributable to Invesco Ltd. and adjusted diluted earnings per share (EPS). The company believes the adjusted measures provide valuable insight into the company’s ongoing operational performance and assist in comparisons to its competitors. These measures also assist the company’s management with the establishment of operational budgets and forecasts and assist the Board of Directors and management of the company in determining incentive compensation decisions. The most directly comparable U.S. GAAP measures are operating revenues (and by calculation, gross revenue yield on AUM), operating income, operating margin, net income attributable to Invesco Ltd. and diluted EPS. Each of these measures is discussed more fully below.

The following are reconciliations of operating revenues, operating income (and by calculation, operating margin), and net income attributable to Invesco Ltd. (and by calculation, diluted EPS) on a U.S. GAAP basis to anon-GAAP basis of net revenues, adjusted operating income (and by calculation, adjusted operating margin), and adjusted net income attributable to Invesco Ltd. (and by calculation, adjusted diluted EPS). Thesenon-GAAP measures should not be considered as substitutes for any U.S. GAAP measures and may not be comparable to other similarly titled measures of other companies. Additional reconciling items may be added in the future to thesenon-GAAP measures if deemed appropriate. The tax effects related to the reconciling items have been calculated based on the tax rate attributable to the jurisdiction to which the transaction relates. Notes to the reconciliations follow the tables. Further details regarding the reconciliations are available in the company’s Annual Report on Form 10-K.

 Reconciliation of operating revenues to net revenues:                                   
                
 $ in millions  2018     2017     2016     2015     2014   

 Operating revenues, U.S. GAAP basis

   5,314.1     5,160.3     4,734.4     5,122.9     5,147.1  

 Invesco Great Wall1

   83.6     48.7     43.7     61.0     56.7  

 Third party distribution, service and advisory expenses2

   (1,608.2)     (1,486.5)     (1,407.2)     (1,579.9)     (1,630.7)  

 (CIP)3

   28.6     32.4     22.3     39.2     35.2  

 Net revenues

       3,818.1     3,754.9     3,393.2     3,643.2     3,608.3  
               
                                    
 Reconciliation of operating income to adjusted operating income:

 

 
               
 $ in millions  2018     2017     2016     2015     2014   

 Operating income, U.S. GAAP basis

       1,204.9         1,279.1         1,152.4         1,344.7         1,270.1  

 Invesco Great Wall1

   31.1     18.4     15.9     27.4     25.9  

 CIP3

   44.8     42.9     51.0     63.2     69.8  

 Transaction, integration, and restructuring4

   136.9     101.8     69.0     22.6     52.9  

 Compensation expense related to market valuation

 changes in deferred compensation plans5

   (3.2)     20.3     8.1     4.3     11.5  

 Other reconciling items6

   (22.8)     19.7     1.0     17.8     58.0  

 Adjusted operating income

   1,391.7     1,482.2     1,297.4     1,480.0     1,488.2  

 

                              

 Operating margin7

   22.7%     24.8%     24.3%     26.2%     24.7%  

 Adjusted operating margin8

   36.5%     39.5%     38.2%     40.6%     41.2%  
               

91

 Reconciliation of net income attributable to Invesco Ltd. to adjusted net income attributable to Invesco Ltd.:

 

 $ in millions, except per share data  2018     2017     2016     2015     2014   

 Net income attributable to Invesco Ltd., U.S. GAAP basis

   882.8     1,127.30     854.2     968.1     988.1  

 CIP3

   (8.8)     (2.3)     (3.0)     40.4     (7.8)  

 Transaction, integration and restructuring, net of tax4

   138.6     91.9     68.3     36.8     67.9  

 Deferred compensation plan market valuation changes and

 dividend income less compensation expense, net of tax5

   15.4     (4.6)     (2.5)     5.9     (0.3)  

 Other reconciling items, net of tax6

   (25.3)     (106.4)     7.1     (2.5)     46.9  

 Adjusted net income attributable to Invesco Ltd.9

       1,002.7         1,105.9           924.1         1,048.7         1,094.8  
                               

 Average shares outstanding - diluted

   412.5     409.9     415.0     429.3     435.6  

 Diluted EPS

   $2.14     $2.75     $2.06     $2.26     $2.27  

 Adjusted diluted EPS10

   $2.43     $2.70     $2.23     $2.44     $2.51  

1

Invesco Great Wall: Prior to the third quarter 2018, management reflected its interests in Great Wall Fund Management Company (“Invesco Great Wall”) on a proportional consolidation basis, which was consistent with the presentation of our share of the AUM from these investments. Given the company’s influence on Invesco Great Wall, a change in regulation allowing increased foreign ownership, and reaching agreement in principle in the third quarter of 2018 to obtain a majority stake of the joint venture, the company began reporting 100% of the flows and AUM for Invesco Great Wall. Also beginning in the third quarter of 2018, the company’snon-GAAP operating results reflect the economics of these holdings on a basis consistent with the underlying AUM and flows. Adjusted net income is reduced by the amount of earnings attributable tonon-controlling interests.

2

Third-party distribution, service and advisory expenses:Third-party distribution, service and advisory expenses include renewal commissions and distribution costs(12b-1 and marketing support) paid to brokers and independent financial advisors, and other service and administrative fees paid to third parties. While the terms used for these types of expenses vary by geography, they are all expense items that are closely linked to the value of AUM and the revenue earned by Invesco from AUM. Since the company has been deemed to be the principal in the third-party arrangements, the company must reflect these expenses gross of operating revenues under U.S. GAAP.

    Management believes that the deduction of third-party distribution, service and advisory expenses from operating revenues appropriately reflects the nature of these expenses as being passed through to external parties who perform functions on behalf of, and distribute, the company’s managed funds. Further, these expenses vary extensively by geography due to the differences in distribution channels. The net presentation assists in identifying the revenue contribution generated by the business, removing distortions caused by the differing distribution channel fees and allowing for a fair comparison with U.S. peer investment managers and within Invesco’s own investment units. Additionally, management evaluates net revenue yield on AUM, which is equal to net revenues divided by average AUM during the reporting period. This financial measure is an indicator of the basis point net revenues we receive for each dollar of AUM we manage and is useful when evaluating the company’s performance relative to industry competitors and within the company for capital allocation purposes.

3

CIP: See Item 8, Financial Statements and Supplementary Data, Note 20 - “Consolidated Investment Products” in the Company’s Annual Report on Form 10-K for the period ending December 31, 2018 filed with the SEC on February 22, 2019 for a detailed analysis of the impact to the Company’s Consolidated Financial Statements from the consolidation of CIP. The reconciling items add back the management and performance fees earned by Invesco from the consolidated products and remove the revenues and expenses recorded by the consolidated products that have been included in the U.S. GAAP Consolidated Statements of Income.

    Management believes that the consolidation of investment products may impact a reader’s analysis of our underlying results of operations and could result in investor confusion or the production of information about the company by analysts or external credit rating agencies that is not reflective of the underlying results of operations and financial condition of the company. Accordingly, management believes that it is appropriate to adjust operating revenues, operating income and net income for the impact of CIP in calculating the respective net revenues, adjusted operating income and adjusted net income.

 

 CIP revenues:

 

  

Year ended December 31,

 

   
 $ in millions, except per share data  2018     2017     2016     2015     2014   

 Management fees earned from CIP, eliminated upon consolidation

   28.6     25.5     20.8     30.7     26.7  

 Performance fees earned from CIP, eliminated upon consolidation

   –     6.9     1.5     8.5     9.1  

 Other revenues recorded by CIP

   –     –     –     –     (0.6)  

 CIP related adjustments in arriving at net revenues

            28.6              32.4              22.3              39.2              35.2  
                               
2

Revenue adjustments: Management believes that adjustments to investment management fees, service and distribution fees and other revenues from operating revenues appropriately reflect these revenues as being passed through to external parties who perform functions on behalf of, and distribute, the company’s managed funds. Further, these adjustments vary by geography due to the differences in distribution channels. The net revenue presentation assists in identifying the revenue contribution generated by the business, removing distortions caused by the differing distribution channel fees and allowing for a fair comparison with U.S. peer investment managers and within Invesco’s own investment units. Additionally, management evaluates net revenue yield on AUM, which is equal to net revenues divided by average AUM during the reporting period. This financial measure is an indicator of the basis point net revenues we receive for each dollar of AUM we manage and is useful when evaluating the company’s performance relative to industry competitors and within the company for capital allocation purposes.

  Investment management fees are adjusted by renewal commissions and certain administrative fees. Service and distribution fees are primarily adjusted by distribution fees passed through to broker dealers for certain share classes and pass through fund-related costs. Other is primarily adjusted by transaction fees passed through to third parties. While the terms used for these types of adjustments vary by geography, they are all costs that are driven by the value of AUM and the revenue earned by Invesco from AUM. Since the company has been deemed to be the principal in the third-party arrangements, the company must reflect these revenues and expenses gross under U.S. GAAP on the consolidated statements of income.

3

CIP: See Item 8, Financial Statements and Supplementary Data, Note 21, “Consolidated Investment Products,” for a detailed analysis of the impact to the company’s Consolidated Financial Statements from the consolidation of CIP. The reconciling items add back the management and performance fees earned by Invesco from the consolidated products and remove the revenues and expenses recorded by the consolidated products that have been included in the U.S. GAAP Consolidated Statements of Income.

  Management believes that the consolidation of investment products may impact a reader’s analysis of our underlying results of operations and could result in investor confusion or the production of information about the company by analysts or external credit rating agencies that is not reflective of the underlying results of operations and financial condition of the company. Accordingly, management believes that it is appropriate to adjust operating revenues, operating income and net income for the impact of CIP in calculating the respective net revenues, adjusted operating income and adjusted net income.

 

4
                                                                                                                                       
CIP revenues:     Year ended December 31,   
   

 

  

 

  

 

  

 

  

 

$ in millions, except per share data  2020   2019   2018   2017   2016 

Management fees earned from CIP, eliminated upon consolidation

   39.8    33.5    28.6    25.5    20.8 

Performance fees earned from CIP, eliminated upon consolidation

   —    —    —    6.9    1.5 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

CIP related adjustments in arriving at net revenues

   39.8    33.5    28.6    32.4    22.3 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Transaction, integration and restructuring related adjustments:Management believes it is useful to investors and other users of our Consolidated Financial Statements to adjust for the transaction, integration and restructuring charges in arriving at adjusted operating income, adjusted operating margin and adjusted diluted EPS, as this will aid comparability of our results period to period, and aid comparability with peer companies that may not have similar acquisition and disposition related income or charges. See “Results of Operations for the Years Ended December 31, 2018 compared to December 31, 2017 compared to December 31, 2016 –

4

Transaction, integration and restructuring related adjustments: The transaction, integration and restructuring charges reflect legal, regulatory, advisory, valuation and other professional services or consulting fees, and travel costs related to a business combination transaction or restructuring initiatives related to changes in the scope of the business, or manner in which the business is conducted. Also included in these charges are severance-related expenses and any contract termination costs associated with these efforts. Additionally, these charges reflect the costs of temporary staff involved in executing the transaction or initiative, and the post-closing costs of amortizing acquired intangible assets and integrating an acquired business into the company’s existing operations, including incremental costs associated with achieving synergy savings following a business combination or restructuring initiative.

  Management believes it is useful to investors and other users of our Consolidated Financial Statements to adjust for the transaction, integration and restructuring charges in arriving at adjusted operating income, adjusted operating margin and adjusted diluted EPS, as this will aid comparability of our results period to period, and aid comparability with peer companies that may not have similar acquisition and restructuring related charges. See “Results of Operations for the Year Ended December 31, 2020 compared to December 31, 2019 -- Transaction, Integration and Restructuring” in the company’s Annual Report on Form10-K for the period ending December 31, 2018 filed with the SEC on February 22, 2019 for additional details.

5

Market movement on deferred compensation plan liabilities: Certain deferred compensation plan awards are linked to the appreciation (depreciation) of specified investments, typically managed by the company. Invesco hedges economically the exposure to market movements by holding these investments on its balance sheet and through a total return swap financial instrument.

2021 Proxy Statement        91

5

Market movement on deferred compensation plan liabilities: Certain deferred compensation plan awards are linked to the appreciation (depreciation) of specified investments, typically managed by the company. Invesco hedges economically the exposure to market movements by holding these investments on its balance sheet and through total return swap financial instruments. U.S. GAAP requires the appreciation (depreciation) in the compensation liability to be expensed over the award vesting period in proportion to the vested amount of the award as part of compensation expense. The full value of the investment and financial instrument appreciation (depreciation) are immediately recorded below operating income in other gains and losses. This creates a timing difference between the recognition of the compensation expense and the investment gain or loss impacting net income attributable to Invesco Ltd. and diluted EPS which will reverse over the life of the award and net to zero at the end of the multi-year vesting period. During periods of high market volatility these timing differences impact compensation expense, operating income and operating margin in a manner which, over the life of the award, will ultimately be offset by gains and losses recorded below operating income on the Consolidated Statements of Income. The full value of the investment and financial instrument appreciation (depreciation) are immediately recorded below operating income in other gains and losses. This creates a timing difference between the recognition of the compensation expense and the investment gain or loss impacting net income attributable to Invesco Ltd. and diluted EPS which will reverse over the life of the award and net to zero at the end of the multi-year vesting period. During periods of high market volatility these timing differences impact compensation expense, operating income and operating margin in a manner which, over the life of the award, will ultimately be offset by gains and losses recorded below operating income on the Consolidated Statements of Income. Thenon-GAAP measures exclude the mismatch created by differing U.S. GAAP treatments of the market movement on the liability and the investments.

 

  Since these plans are hedged economically, management believes it is useful to reflect the offset ultimately achieved from hedging the investment market exposure in the calculation of adjusted operating income (and by calculation, adjusted operating margin) and adjusted net income (and by calculation, adjusted diluted EPS), to produce results that will be more comparable period to period. The related fund shares or swaps will have been purchased on or around the date of grant, eliminating any ultimate cash impact from market movements that occur over the vesting period.

  Additionally, dividend income from investments held to hedge economically deferred compensation plans is recorded as dividend income and as compensation expense on the company’s Consolidated Statements of Income on the record dates. This dividend income is passed through to the employee participants in the plan and is not retained by the company. The non-GAAP measures exclude this dividend income and related compensation expense.

  See below for a reconciliation of deferred compensation related items:

                                                                                                                                       
          
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

$ in millions  2020   2019   2018   2017   2016 

Market movement on deferred compensation plan liabilities:

          

Compensation expense related to market valuation changes in deferred compensation liability

   39.8    36.5    -3.2    20.3    8.1 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Adjustments to operating income

   39.8    36.5    -3.2    20.3    8.1 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Market valuation changes and dividend income from investments and instruments held related to deferred compensation plans in other income/(expense)   -65.8    -46.8    23.1    -27.6    -12.1 

Taxation:

          
Taxation on deferred compensation plan market valuation changes and dividend income less compensation expense   5.9    2.4    -4.5    2.7    1.5 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Adjustments to net income attributable to Invesco Ltd.

   -20.1    -7.9    15.4    -4.6    -2.5 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

6

Other reconciling items: Each of these other reconciling items has been adjusted from U.S. GAAP to arrive at the company’s non-GAAP financial measures for the reasons either outlined in the paragraphs above, due to the unique character and magnitude of the reconciling item, or because the item represents a continuation of a reconciling item adjusted from U.S. GAAP in a prior period.

 Additionally, dividend income from investments held to hedge economically deferred compensation plans is recorded as dividend income and as compensation expense on the company’s Consolidated Statements of Income on the record dates. This dividend income is passed through to the employee participants in the plan and is not retained by the company. Thenon-GAAP measures exclude this dividend income and related compensation expense.

92        Invesco Ltd.

    See below for a reconciliation of deferred compensation related items:

                                                                                                                                       
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

$ in millions  2020   2019   2018   2017   2016 

Other non-GAAP adjustments:

          

Fund rebalancing correctiona

   105.3    —      —   

Prior period impact of multi-year VAT tax recoveryb

   —    —    -22.8    —    — 

Senior executive retirement and related costsc

   —    —    —    19.7    — 

Regulatory charge

   —    —    —    —    1.0 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Adjustments to operating income

   105.3    —    -22.8    19.7    1.0 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Foreign exchange hedged

   -1.2    0.9    -8.2    20.6    -14.2 

Change in contingent consideration estimatese

   -15.2    7.8    -0.9    -7.6    7.4 

Foreign exchange gain related to business acquisitionsf

   —    —    —    -12.1    — 

Other-than-temporary impairmentg

   —    —    —    —    17.8 

Employee benefit plan terminationh

   —    —    —    —    -8.6 

Taxation:

          

Taxation on fund rebalancing correctiona

   -25.3    —    —    —    — 

Taxation on foreign exchange hedge amortizationd

   0.3    -0.2    2.1    -7.8    5.0 

Taxation on change in consideration estimatese

   3.7    -1.0    0.2    2.9    -2.8 

State tax uncertain tax positioni

   -9.0    —    —    12.2    — 

Impact of tax rate changesj

   -0.7    —    —    -130.7    — 

Taxation on prior period impact of multi-year VAT tax recoveryb

   —    —    4.3    —    — 

Taxation on senior executive retirement and related costsc

   —    —    —    -5.9    — 

Taxation on foreign exchange gain related to business acquisitionsf

   —    —    —    2.3    — 

Taxation on employee benefit plan terminationh

   —    —    —    —    3.3 

Taxation on regulatory-related charges

   —    —    —    —    -1.8 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Adjustments to net income attributable to Invesco Ltd.

   57.9    7.5    -25.3    -106.4    7.1 
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

a.

The company recorded a charge of $105.3 million in the second quarter of 2020 due to a previously disclosed S&P 500 equal weight funds rebalancing correction. Due to the unique character and magnitude of this item, it has been adjusted from U.S. GAAP to arrive at the company’s non-GAAP financial measures.

92

               
 $ in millions  2018     2017     2016     2015     2014   

 Market movement on deferred compensation plan liabilities:

                              

 Compensation expense related to market valuation changes in deferred

 compensation liability

   (3.2)     20.3     8.1     4.3     11.5  

 Adjustments to operating income

   (3.2)     20.3     8.1     4.3     11.5  

 Market valuation changes and dividend income from investments and instruments held

 related to deferred compensation plans in other income/(expense)

       23.1         (27.6)         (12.1)     4.8         (11.2)  

 Taxation:

               

 Taxation on deferred compensation plan market valuation changes and

 dividend income less compensation expense

   (4.5)     2.7     1.5         (3.2)     (0.6)  

 Adjustments to net income attributable to Invesco Ltd.

       15.4     (4.6)     (2.5)     5.9     (0.3)  
                               

b.

As a result of an increase in our recoverable VAT from applying additional regulatory guidance, a credit was recorded in the third quarter of 2018. The portion of the cumulative adjustment representing 2015 through 2017 has been removed for non-GAAP purposes

6

Other reconciling items: Each of these other reconciling items has been adjusted from U.S. GAAP to arrive at the company’snon-GAAP financial measures for the reasons either outlined in the paragraphs above, due to the unique character and magnitude of the reconciling item, or because the item represents a continuation of a reconciling item adjusted from U.S. GAAP in a prior

c.

Operating expenses for 2017 reflect the cost of multiple senior executive retirements. The costs incurred in one quarter was unprecedented and the company deemed it appropriate to adjust these costs from the U.S. GAAP total compensation in an effort to isolate and evaluate our level of compensation going forward. The result of this adjustment was $19.7 million related to accelerated vesting of deferred compensation and other separation costs.

d.

Included within other gains and losses, net is the mark-to-market of foreign exchange put option contracts intended to provide protection against the impact of a significant decline in the Pound Sterling/U.S. Dollar and the Euro/U.S. Dollar foreign exchange rates. The Pound Sterling contracts provided coverage through June 30, 2020 and the Euro contracts provided coverage through December 27, 2017. The adjustment from U.S. GAAP to non-GAAP earnings removes the impact of market volatility; therefore, the company’s non-GAAP results include only the amortization of the cost of the contracts during the contract period.

                
 $ in millions    2018     2017     2016     2015     2014   
                                

 Othernon-GAAP adjustments:

                               

 Regulatory chargea

    –     –     1.0     12.6     31.1  

 Legal fees for regulatory chargea

    –     –     –     0.5     0.5  

 Prior period impact of multi-year VAT tax recoveryb

    (22.8)     –     –     –     –  

 Senior executive retirement and related costsc

    –     19.7     –     –     –  

 Fund reimbursement expensed

    –     –     –     4.7     31.1  

 U.K. FSCS levye

    –     –     –     –     (4.7)  

 Adjustments to operating income

    (22.8)     19.7     1.0     17.8     58.0  

 Foreign exchange hedgef

    (8.2)     20.6     (14.2)     1.0     (0.2)  

 Employee benefit plan terminationg

    –     –     (8.6)     –     –  

 Change in contingent consideration estimatesh

    (0.9)     (7.6)     7.4     (27.1)     –  

 Foreign exchange gain related to business acquisitionsi

    –     (12.1)     –     –     –  

 Other-than-temporary impairmentj

    –     –     17.8     –     –  

 Taxation:

                               

 Taxation on regulatory-related chargesa

    –     –     (1.8)     (2.7)     (0.1)  

 Taxation on prior period impact of multi-year VAT tax recoveryb

    4.3     –     –     –     –  

 Taxation on senior executive retirement and related costsc

    –     (5.9)     –     –     –  

 Taxation on fund reimbursement expensed

    –     –     –     (1.8)         (11.7)  

 Taxation on U.K. FSCS levye

    –     –     –     –     1.0  

 Taxation on foreign exchange hedge amortizationf

    2.1     (7.8)     5.0     –     –  

 Taxation on employee benefit plan terminationg

    –     –     3.3     –     –  

 Taxation on change in consideration estimatesh

    0.2     2.9         (2.8)         10.3     –  

 Taxation on foreign exchange gain related to business acquisitionsi

    –     2.3     –     –     –  

 Retroactive state tax adjustmentk

    –     12.2     –     –     –  

 Tax impact of regulation changesk

    –     (103.7)     –     –     –  

 Adjustments to net income attributable to Invesco Ltd.

        (25.3)         (106.4)     7.1     (2.5)     47.0  
                                

a.

General and administrative expenses for 2015 include a provision of $12.6 million pertaining to regulatory actions and related legal fees of $0.5 million (2018: none; 2017: none; 2016: $1.0 million). This includes $7.6 million associated with our private equity business.

    Operating expenses for 2014 include a charge of $31.1 million (in respect of the penalty under a settlement of an enforcement proceeding reached with the U.K. Financial Conduct Authority (FCA) pertaining to the company’s compliance with certain FCA rules and regulations for the period from May 2008 to November 2012).

b.

As a result of an increase in our recoverable VAT from applying additional regulatory guidance, a credit was recorded in the third quarter of 2018. The portion of the cumulative adjustment representing 2014 through 2017 has been removed fornon-GAAP purposes.

c.

Operating expenses for 2017 reflect the cost of multiple senior executive retirements, including, among others, the former Senior Managing Director of EMEA and the Chairman of our Private Equity business, which resulted in expenses of $19.7 million related to accelerated vesting of deferred compensation and other separation costs. The number of senior executive retirements and magnitude of their retirement costs incurred in one quarter was unprecedented for Invesco. The company deemed it appropriate to adjust these costs from U.S. GAAP total compensation expenses in an effort to isolate and evaluate our level of ongoing compensation expenses and to allow for more appropriate comparisons to internal metrics and with the level of compensation expenses incurred by industry peers.

d.

General and administrative expenses for 2014 and 2015 include charges of $31.1 million and $4.7 million, respectively, in respect of a multi-year fund reimbursement expense associated with historical private equity management fees. The charge resulted primarily from using a more appropriate methodology regarding the calculation of offsets to management fees.

e.

Included within general and administrative expenses for 2014 is a credit of $4.7 million related to the partial refund of a $15.3 million levy in 2010 from the U.K. Financial Services Compensation Scheme.

f.

Included within other gains and losses, net is themark-to-market of foreign exchange put option contracts intended to provide protection against the impact of a significant decline in the Pound Sterling/U.S. Dollar and the Euro/U.S. Dollar foreign exchange rates. The Pound Sterling contracts provide coverage through June 29, 2019 and the Euro contracts provided coverage through December 27, 2017. The adjustment from U.S. GAAP tonon-GAAP earnings removes the impact of market volatility; therefore, the company’snon-GAAP results include only the amortization of the cost of the contracts during the contract period.

g.

Employee benefit plan termination: Operating expenses for 2016 include an incremental credit of $8.6 million related to an employee benefit plan termination.

h.

During 2015, the company acquired investment management contracts from Deutsche Bank and the purchase price was solely comprised of contingent consideration payable in future periods.
e.

In 2019, the company made digital wealth acquisitions, which resulted in a contingent consideration liability. Adjustment to the fair value of the digital wealth acquisitions contingent consideration liability is a decrease of $6.2 million in 2020. In 2015, the company acquired investment management contracts from Deutsche Bank and the purchase price was solely comprised of contingent consideration payable in future periods. Remaining adjustments represents the change in the fair value of the Deutsche Bank contingent consideration liability.

f.

Other gains and losses for 2017 includes a realized gain of $12.1 million related to revaluation of Euros held in the UK in anticipation of payment for the European ETF business acquisition.

g.

Other-than-temporary impairment includes an impairment charge of $17.8 million in 2016 that is related to the acquisition of Invesco Asset Management (India) Private Limited.

h.

Employee benefit plan termination: Operating expenses for 2016 include an incremental credit of $8.6 million related to an employee benefit plan termination.

i.

The income tax provision for 2020 includes a tax benefit of $9.0 million resulting from the reversal of an accrual for uncertain tax positions which was originally recorded in the $12.2 million accrual for uncertain tax positions reflected in the income tax provision in 2017. Both the 2017 expense and the 2020 benefit have been removed from the company’s non-GAAP results in the respective periods.

j.

2020 included both a non-cash income tax benefit of $4.3 million arising from the revaluation of certain intangible deferred tax liabilities due to tax rate changes partially offset by a non-cash income tax expense of $3.6 million arising from the revaluation of certain deferred tax liabilities due to the increase in the UK corporate tax rate. 2017 included a $130.7 million tax benefit due to the revaluation of deferred tax assets and liabilities to reflect the impacts of the 2017 Tax Cut and Jobs Act enacted in the United States.

7

Operating margin is equal to operating income divided by operating revenues.

8

Adjusted operating margin is equal to adjusted operating income divided by net revenues.

9

Adjusted diluted EPS is equal to adjusted net income attributable to Invesco Ltd. divided by the weighted average number of common and restricted shares outstanding. There is no difference between the calculated earnings per share amounts presented above and the calculated earnings per share amounts under the two class method.

2021 Proxy Statement        93

Appendix B

 

93

i.

Other gains and losses for 2017 includes a realized gain of $12.1 million related to revaluation of Euros held in the U.K. in anticipation of payment for the European ETF business acquisition.

j.

Other-than-temporary impairment includes an impairment charge of $17.8 million in 2016 that is related to the acquisition of Invesco Asset Management (India) Private Limited.

k.

The income tax provision for 2017 includes a retroactive state tax expense of $12.2 million related to 2016 and prior open tax years caused by changes in state tax regulations. 2017 also included a $130.7 million tax benefit as a result of the revaluation of deferred tax assets and liabilities following the 2017 Tax Act enacted in the United States.

7

Operating margin is equal to operating income divided by operating revenues.

8

Adjusted operating margin is equal to adjusted operating income divided by net revenues.

9

The effective tax rate on adjusted net income attributable to Invesco Ltd. is 27.0% (2016: 26.8%; 2015: 27.1%; 2014: 26.6%; 2013: 26.3%).

10

Adjusted diluted EPS is equal to adjusted net income attributable to Invesco Ltd. divided by the weighted average number of common and restricted shares outstanding. There is no difference between the calculated earnings per share amounts presented above and the calculated earnings per share amounts under the two class method.

94

Appendix C

 

Proposed Amendments to the Company’s Third Amended and RestatedBye-Laws

ThirdFourth Amended and RestatedBye-Laws of Invesco Ltd.

Interpretation

1.  Interpretation

(1) In theseBye-Laws the following words and expressions shall have the following meanings, respectively:

(a) “Act” means the Companies Act 1981 of Bermuda as amended from time to time;

(b) “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such Person. For the purposes of this definition, “control”, with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise;

(c)  “Associate” has the meaning set forth inBye-Law 53(1);

(d) “Audit committee” means the committee appointed by the Board in accordance with theseBye-Laws;

(e) “Auditor” includes any individual, partnership or other entity appointed in accordance with the Act to audit the accounts of the Company;

(f) “beneficially own” has the meaning set forth inBye-Law 53(2);

(g) “beneficially owned” has the meaning set forth inBye-Law 10(34);

(h) “Beneficial owner” has the meaning set forth inBye-Law 53(2);

(i)  “Board” means the Board of Directors appointed or elected pursuant to theseBye-Laws and acting pursuant to the Act and theseBye-Laws;

(j)  “Business combination” has the meaning set forth inBye-Law 53(3);

(k)  “Business day” means any day other than a Saturday, a Sunday, any day on which commercial banking institutions in Hamilton, Bermuda or Atlanta, Georgia are authorized or obligated by law to close or any day on which the New York Stock Exchange is not open for trading;

(l)  “Cause” means (1) willful misconduct or gross negligence which is materially injurious to the Company, (2) fraud or embezzlement or (3) a conviction of, or a plea of “guilty” or “no contest” to, a felony;

(m)  “Chairperson” means the person designated by the Board as the chairperson of the Board;

(n) “Common shares” has the meaning set forth inBye-Law 43;

(o) “Company” means the company for which theseBye-Laws are approved and confirmed;

(p) “Constituent holder” has the meaning set forth inBye-Law 10(3).

(q) “Director” means a director of the Company;

(r)  “Eligible shareholder” has the meaning set forth inBye-Law 10(3).

(s)  “Exchange act” means the U.S. Securities Exchange Act of 1934, as amended;

(t) “InterestedsShareholder” has the meaning set forth inBye-Law 53(4);

(u) “legal proceeding” has the meaning set forth inBye-Law 59;

(v)  “legal representative” has the meaning set forth inBye-Law 59.

(w) “Nomination and corporate governance committee” means the committee appointed by the Board in accordance with theseBye-Laws as such;

(x)  “notice” means written notice as further defined in theseBye-Laws unless otherwise specifically stated;

(y)  “Officer” means any person appointed by the Board to hold an office in the Company;

(z)  “own” has the meaning set forth inBye-Law 10(3).

95

(aa) “Person” means an individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof;

(bb) “Preferenceshares” has the meaning set forth inBye-Law 44(3);

(cc)  “Proceeding” has the meaning set forth inBye-Law 25(1);

(Dd) “Proxy access request required shares” has the meaning set forth inBye-Law 10(3).

(ee) “Public announcement” has the meaning set forth inBye-Law 10(3);

(ff)  “Qualifying fund” has the meaning set forth inBye-Law 10(3).

(gg) “Register of directors and officers” means the Register of Directors and Officers referred to in theseBye-Laws and shall be the same “register of directors and officers” required to be kept by the Company under the Act;

(hh) “Register of shareholders” means the Register of Shareholders referred to in theseBye-Laws and shall be the same “register of members” required to be kept by the Company under the Act;

(ii)   “Resident representative” means any Person appointed to act as resident representative of the Company in accordance with the Act;

(jj)   “Secretary” means the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant or acting secretary;

(kk)  “Securities act” means the U.S. Securities Act of 1933, as amended;

(ll)   “Shareholder” shall have the same meaning as the term “Member” in the Act and means the Person registered in the Register of Shareholders as the holder of shares (sometimes referred to in theseBye-Laws as the direct holder) of the Company or, when two or more Persons are so registered as joint holders of shares, means the Person whose name stands first in the Register of Shareholders as one of such joint holders or all of such Persons as the context so requires;

(mm)“Undesignated shares” has the meaning set forth inBye-Law 43;

(nn) “United States of America” or “U.S.” means the United States of America and dependent territories or any part thereof;

(oo) “Voting commitment” has the meaning set forth inBye-Law 8(4).

(pp) “Voting stock” has the meaning set forth inBye-Law 10(3).

(2) In theseBye-Laws, where not inconsistent with the context:

(a) words denoting the plural number include the singular number and vice versa;

(b) words denoting the masculine gender include the feminine and neuter gender;

(c)  the words:

(i)  “may” shall be construed as permissive;

(ii)  “shall” shall be construed as imperative;

(d) references to particular laws, rules and regulations (including references to particular Sections of, Rules under and filings pursuant to the Exchange Act), shall be deemed to refer to any applicable successor laws, rules, regulations or filings as may be enacted or promulgated from time to time; and

(e) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in theseBye-Laws.

(3) Expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in a visible form.

(4) Headings used in theseBye-Laws are for convenience only and are not to be used or relied upon in the construction hereof.

96

Board of directors

2.  Board of directors

The Board shall have the full power and authority provided to it by the Act and theseBye-Laws.

3.  Powers of the board

(1) In exercising such power and authority, the Board may exercise all such powers of the Company as are not, by statute or by theseBye-Laws, required to be exercised by the Company in a general meeting subject, nevertheless, to theseBye-Laws and the provisions of any statute.

(2) No regulation or alteration to theseBye-Laws made by the Company in a general meeting shall invalidate any prior act of the Board that would have been valid if such regulation or alteration had not been made.

(3) The Board may procure that the Company pays all expenses incurred in promoting and incorporating the Company.

(4) The Board may from time to time and at any time by power of attorney appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of Persons dealing with any such attorney as the Board may think fit and may also authorize any such attorney tosub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorized by the power of attorney, execute any deed or instrument or other document on behalf of the Company under hand or under its common seal.

4.  Power to delegate to a committee

The Board may delegate any of its powers to a committee appointed by the Board (including the power tosub-delegate) and every such committee shall conform to such directions as the Board shall impose on them. Committees may consist of one or more Directors.
The meetings and proceedings of any such committee shall be governed by the provisions of theseBye-Laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board, and in that connection the Board may authorize a committee to adopt such rules for its meetings.

5.  Power to appoint and dismiss employees

The Board may appoint, suspend or remove any Officer, employee, agent or representative of the Company and may determine their duties.

6.  Power to borrow and charge property

The Board may exercise all of the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party.

7.  Exercise of power to purchase shares of or discontinue the company

(1) The Board may exercise all of the powers of the Company to purchase (sometimes referred to in theseBye-Laws as “repurchase”) all or any part of its own shares pursuant to the Act.

(2) The Board may exercise all of the powers of the Company to discontinue or redomesticate the Company to a named country or jurisdiction outside Bermuda pursuant to the Act.

8.  Board size; term of directors

(1) Subject to the rights of the holders of any class or series of preference shares, the Board shall consist of such number of Directors (not less than 3) as the Board may determine from time to time by resolution adopted by the affirmative vote of at least a majority of the Board then in office. Any increase in the number of Directors on the Board pursuant to thisBye-Law 8 shall be deemed to be a vacancy and may be filled in accordance withBye-Law 12 hereof. A decrease in the number of Directors shall not shorten the term of any Director then in office.

(2) Subject to the rights of the holders of any class or series of preference shares, Directors shall be elected, except in the case of a vacancy (as provided for inBye-Law 11 or12, as the case may be), by the Shareholders in the manner set forth in theseBye-Laws at an annual general meeting of Shareholders or any special general meeting called for such purpose and shall hold office for the term set forth in paragraph (3) of thisBye-Law 8.

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(3) Directors shall be elected annually for aone-year term expiring at the next annual general meeting of Shareholders. A Director shall hold office until such Director’s successor shall have been duly elected and qualified or until such Director is removed from office pursuant toBye-Law 11 or such Director’s office is otherwise earlier vacated.

(4) No person may be appointed, nominated or elected a Director unless such person, at the time such person is nominated and appointed or elected, would then be able to serve as a Director without conflicting in any material respect with any law or regulation applicable to the Company, as determined in good faith by the Board of Directors. In addition, to be eligible to be a nominee for election or reelection as a Director pursuant to any provision of theseBye-Laws, a person must deliver (in accordance with the time periods prescribed for delivery of notice underBye-Law 10) to the Secretary at the principal executive offices of the Company a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (i) will abide by the requirements of theseBye-Laws, (ii) is not and will not become a party to (a) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (b) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director, with such person’s fiduciary duties under applicable law, (iii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, and (iv) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company.

(5) Subject to the rights of the holders of any class or series of preference shares, at any meeting for the election of Directors at which a quorum is present, each nominee shall be elected by the vote of the majority of the votes cast with respect to the Director, provided that if the number of nominees exceeds the number of positions available for the election of Directors, the Directors shall be elected by a plurality of the votes cast in person or by proxy at any such meeting. For purposes of thisBye-Law 8(5), a majority of the votes cast means that the number of shares voted “for” a Director must exceed 50% of the votes cast with respect to that Director. Votes cast with respect to the election of a Director shall include only votes cast with respect to stock present in person or represented by proxy at the meeting and entitled to vote and shall exclude abstentions.

(6) If a nominee for Director who is an incumbent Director is not elected and no successor has been elected at such meeting, the Director will promptly tender his or her resignation to the Board. The nomination and corporate governance committee shall make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other actions should be taken. The Board shall act on the tendered resignation, taking into account the nomination and corporate governance committee’s recommendation, and publicly disclose (by a press release, a filing with the U.S. Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The nomination and corporate governance committee in making its recommendation, 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 his or her resignation shall not participate in the recommendation of the nomination and corporate governance committee or the decision of the Board with respect to his or her resignation. If such incumbent Director’s resignation is not accepted by the Board, such Director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a Director’s resignation is accepted by the Board pursuant to theseBye-Laws, or if a nominee for Director is not elected and the nominee is not an incumbent Director, then the Board, in its sole discretion, may fill any resulting vacancy pursuant toBye-Law 12 or may decrease the size of the Board pursuant to thisBye-Law 8.

9.  Defects in appointment of directors

All acts done by any meeting of the Board or by a committee of the Board shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any person as a Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

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10. Shareholder proposals and nominations; proxy access

(1) Annual general meeting

(a) At any annual general meeting of Shareholders, nominations of persons for election to the Board of Directors of the Company may be made only (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of a majority of the Board, (iii) by any Shareholder who (A) is a Shareholder of record at the time of giving of notice provided for in theseBye-Laws, (B) is entitled to vote at the meeting and (C) complies with the notice and other procedures set forth in paragraph (1) of thisBye-Law 10 as to such nomination or (iv) by any Eligible Shareholder (as defined in paragraph (3) of thisBye-Law 10) who (A) is entitled to vote at the meeting and (B) complies with the notice and other procedures set forth in paragraph (3) of thisBye-Law 10; the preceding clauses (iii) and (iv) shall be the exclusive means for a Shareholder to make nominations before an annual general meeting of Shareholders. At any annual general meeting of Shareholders, proposals of any other business to be considered by the Shareholders may be made only (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of a majority of the Board or (iii) by any Shareholder who (A) is a Shareholder of record at the time of giving of notice provided for in theseBye-Laws, (B) is entitled to vote at the meeting and (C) complies with the procedures set forth in theseBye-Laws; the preceding clause (iii) shall be the exclusive means for a Shareholder to submit other business (other than matters properly brought under Rule14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before an annual general meeting of Shareholders. To be properly brought before a meeting of Shareholders, business must be of a proper subject for action by Shareholders under applicable law and must not, if implemented, cause the Company to violate any applicable law or regulation, each as determined in good faith by the Board.

(b) For nominations or other business to be properly brought before an annual general meeting by a Shareholder pursuant to theseBye-Laws, the Shareholder must have given timely notice thereof in writing to the Secretary and such other business must otherwise be a proper matter for Shareholder action. Notice shall be considered timely only if given to the Secretary of the Company not less than 90 nor more than 120 days prior to the first anniversary of the date of the preceding year’s annual general meeting of Shareholders;provided,however, that if the date of the annual general meeting is more than 30 days before or more than 60 days after such anniversary date, any notice by the Shareholder of business or the nomination of Directors for election or reelection to be brought before the annual general meeting to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual general meeting and not later than the close of business on the later of the 90th day prior to such annual general meeting and the 10th day following the day on which public announcement of the date of such meeting is first made. Notwithstanding the foregoing, in the event that the number of Directors to be elected to the Board at the applicable annual general meeting is increased and there is no public announcement by the Company naming all of the nominees for Director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual general meeting, a Shareholder’s notice required by thisBye-Law 10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company.

(c)  Any Shareholder who gives notice of any such proposal shall deliver therewith, in writing: the text of the proposal to be presented and a brief statement of the reasons why such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made favors the proposal; the name and address, as they appear on the Company’s books, of any such Shareholder and the name and address of any such beneficial owner; the number and class of all shares of each class of stock of the Company beneficially owned by such Shareholder and any such beneficial owner and evidence thereof reasonably satisfactory to the Secretary of the Company; a description of any material interest in the proposal of such Shareholder and any such beneficial owner (other than any interest as a Shareholder) and of all arrangements or understandings between such Shareholder and any such beneficial owner and any other Person or Persons in connection with the proposal of such business; and a representation that such Shareholder intends to appear in person or by proxy at the annual general meeting to bring such business before the meeting.

(d) Any Shareholder desiring to nominate any person for election as a Director, whether pursuant to paragraph (1), (2) or (3) of thisBye-Law 10, shall deliver with such notice a statement in writing setting forth: the name of the person to be nominated; the number and class of all shares of each class of stock of the Company beneficially owned by such person; the information regarding such person required by paragraphs

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(d), (e) and (f) of Item 401 of RegulationS-K adopted by the U.S. Securities and Exchange Commission; all other information relating to such person that is required to be disclosed in solicitations of proxies for Directors pursuant to Regulation 14A under the Exchange Act (including such person’s signed consent to serve as a Director if elected); a certification by each Shareholder nominee that such nominee is as of the time of nomination and will be as of the time of the applicable meeting eligible to serves as a Director in accordance with thisBye-Law 10 and (in both such person’s individual capacity and on behalf of any Person for whom such person may be a representative), has complied withBye-Law 8 and has complied and will comply with all applicable corporate governance, conflicts, confidentiality and stock ownership and trading policies of the Company; the name and address, as they appear on the Company’s books, of such Shareholder and the name and address of any such beneficial owner, if any, on whose behalf the nomination is made; the number and class of all shares of each class of stock of the Company beneficially owned by such Shareholder or any such beneficial owner; and a description of all arrangements or understandings between such Shareholder or any such beneficial owner and each nominee and any other Person or Persons (including their names) pursuant to which the nomination or nominations are to be made. The Company may require any proposed nominee, whether pursuant to paragraph (1), (2) or (3) of thisBye-Law 10, to furnish such other information as may be reasonably required by the Company to determine the qualifications of such proposed nominee to serve as a Director or to determine whether any of the matters contemplated by clause (I) of paragraph (3) of thisBylaw 10 apply to such proposed nominee.

(2) Special general meeting

(a) The Chairperson, the Chief Executive Officer or the Board acting by vote of a majority of the Board may convene a special general meeting of the Company whenever in its judgment such a meeting is necessary or desirable. Subject to the next sentence and subject to the rights of the holders of any class or series of preference shares, special general meetings of the Company may only be called as provided in the preceding sentence. In addition, the Board shall, (i) on the requisition of the holders of any class or series of preference shares as may have express rights to requisition special general meetings, and (ii) on the requisition of Shareholders holding at the date of the deposit of the requisition not less thanone-tenth of such of thepaid-up capital of the Company as at the date of the deposit carries the right to vote in general meetings of the Company, forthwith proceed to convene a special general meeting of the Company (or the applicable class(es) of shares) and the provisions of Section 74 of the Act shall apply. Special general meetings may be held at such place as may from time to time be designated by the Board and stated in the notice of the meeting. In any special general meeting of the Company only such business shall be conducted as is set forth in the notice thereof.

(b) Nominations of persons for election to the Board may be made at a special general meeting at which Directors are to be elected pursuant to the Company’s notice of meeting (i) by or at the direction of the Board or (ii) provided that the Board has determined that Directors shall be elected at such meeting, by any Shareholder who is a Shareholder of record at the time of giving of notice provided for in thisBye-Law, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in theseBye-Laws; the preceding clause (ii) shall be the exclusive means for a Shareholders to make nominations before any special general meeting of Shareholders. In the event the Company calls a special general meeting for the purpose of electing one or more Directors to the Board, any such Shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting, if the Shareholder’s notice containing the information specified inBye-Laws 10(1)(d) and 8(4) shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the 120th day prior to such special general meeting and not later than the close of business on the later of the 90th day prior to such special general meeting and the 10th day following the day on which public announcement of the date of such meeting is first made and of the nominees proposed by the Board to be elected at such meeting.

(3) Inclusion of shareholder director nominations in the company’s proxy materials Subject to the terms and conditions set forth in theseBye-Laws, the Company shall include in its proxy materials for an annual general meeting of Shareholders the name, together with the Required Information (as defined below), of any person nominated for election (the “Shareholder Nominee”) to the Board of Directors by a Shareholder or group of Shareholders that satisfy the requirements of thisBye-Law 10(3) and that expressly elects at the time of providing the written notice required by thisBye-Law 10(3) (a “Proxy Access Notice”) to have its nominee included in the Company’s proxy material pursuant to thisBye-Law 10(3). For the purposes of thisBye-Law 10(3):

(1) “Voting stock” shall mean outstanding shares of capital stock of the Company entitled to vote generally for the election of Directors;

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(2) “Constituent holder” shall mean any Shareholder, collective investment fund included within a Qualifying Fund (as defined in paragraph (D) below) or beneficial holder whose stock ownership is counted for the purposes of qualifying as an Eligible Shareholder (as defined in paragraph (D) below);

(3) “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 405 under the Securities Act;provided,however, that the term “partner” as used in the definition of “associate” shall not include any limited partner that is not involved in the management of the relevant partnership; and

(4) a Shareholder (including any Constituent holder) shall be deemed to “own” only those outstanding shares of Voting Stock as to which the Shareholder (or such Constituent Holder) possesses both (a) the full voting and investment rights pertaining to the shares and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The number of shares calculated in accordance with the foregoing clauses (a) and (b) shall be deemed not to include (and, to the extent any of the following arrangements have been entered into by affiliates of the Shareholder (or of any Constituent Holder), shall be reduced by) any shares (x) sold by such Shareholder or Constituent Holder (or any of either’s affiliates) in any transaction that has not been settled or closed, including any short sale, (y) borrowed by such Shareholder or Constituent Holder (or any of either’s affiliates) for any purposes or purchased by such Shareholder or Constituent Holder (or any of either’s affiliates) pursuant to an agreement to resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by or effecting such Shareholder or Constituent Holder (or any of either’s affiliates), whether any such instrument or agreement is to be settled with shares, cash or other consideration, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of (i) reducing in any manner, presently or in the future, the full voting and investment rights pertaining to such shares, and/or (ii) hedging, offsetting or altering to any degree the full economic interest in (including the opportunity for profit and risk of loss on) such shares. A Shareholder (including any Constituent Holder) shall “own” shares held in the name of a nominee or other intermediary so long as the Shareholder (or such Constituent Holder) retains the right to instruct how the shares are voted with respect to the election of Directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. A Shareholder’s (including any Constituent Holder’s) ownership of shares shall be deemed to continue during any period in which such person has (i) loaned such shares, provided that such Shareholder has the power to recall such loaned shares on not more than five (5) business days’ notice and includes in its Proxy Access Notice an agreement that it (A) will promptly recall such loaned shares upon being notified that any of its Shareholder Nominees will be included in the Company’s proxy materials and (B) will continue to hold such recalled shares through the date of the annual meeting or (ii) delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement which in all such cases is revocable at any time by the Shareholder. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings.

(A)  For purposes of thisBye-Law 10(3), the “Required Information” that the Company will include in its proxy statement is (1) the information concerning the Shareholder Nominee and the Eligible Shareholder that the Company determines is required to be disclosed in the Company’s proxy statement by the regulations promulgated under the Exchange Act; and (2) if the Eligible Shareholder so elects, a Statement (as defined in paragraph (F) below). The Company shall also include the name of the Shareholder Nominee in its proxy card. For the avoidance of doubt, and any other provision of theseBye-Laws notwithstanding, the Company may in its sole discretion solicit against, and include in the proxy statement its own statements or other information relating to, any Eligible Shareholder and/or Shareholder Nominee.

(B)  To be timely, a Shareholder’s Proxy Access Notice, together with all related materials provided for herein, must be delivered to the principal executive offices of the Company within the time periods applicable to Shareholder notices of nominations pursuant to paragraph (1)(b) ofBye-Law 10. In no event shall any adjournment or postponement of an annual general meeting, the date of which has been announced by the Company, commence a new time period for the giving of a Proxy Access Notice.

(C)  The number of Shareholder Nominees (which shall include Shareholder Nominees that were submitted by all Eligible Shareholders for inclusion in the Company’s proxy materials pursuant to thisBye-Law 10(3) but either (x) are subsequently withdrawn (or withdraw) or (y) the Board of Directors decides to nominate as Board of Directors’ nominees) appearing in the Company’s proxy materials with respect to an annual general meeting of Shareholders shall not exceed the greater of (x) two (2) and (y) the largest whole number that does not exceed 20% of the

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number of directors in office as of the last day on which a Proxy Access Notice may be delivered in accordance with the procedures set forth in thisBye-Law 10(3) (such greater number, the “Permitted Number”); provided, however, that the Permitted Number shall be reduced by:

(1)  the number of directors in office that will be included in the Company’s proxy materials with respect to such annual general meeting for whom access to the Company’s proxy materials was previously provided pursuant to thisBye-Law 10(3), other than any such director who at the time of such annual general meeting will have served as a director continuously, as a nominee of the Board of Directors, for at least two (2) successive annual terms; and

(2)  the number of directors in office or director candidates that in either case will be included in the Company’s proxy materials with respect to such annual general meeting as an unopposed (by the Company) nominee pursuant to an agreement, arrangement or other understanding with a Shareholder or group of Shareholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of Voting Stock, by such Shareholder or group of Shareholders, directly from the Company), other than any such director referred to in this clause (2) who at the time of such annual general meeting will have served as a director continuously, as a nominee of the Board of Directors, for at least two (2) successive annual terms;

    provided, further, that in the event the Board of Directors resolves to reduce the size of the Board of Directors effective on or prior to the date of the annual general meeting, the Permitted Number shall be calculated based on the number of directors in office as so reduced. An Eligible Shareholder submitting more than one Shareholder Nominee for inclusion in the Company’s proxy statement pursuant to this paragraph (C) of thisBye-Law 10(3) shall rank such Shareholder Nominees based on the order that the Eligible Shareholder desires such Shareholder Nominees to be selected for inclusion in the Company’s proxy statement and include such specified rank in its Proxy Access Notice. If the number of Shareholder Nominees pursuant to this paragraph (C) of thisBye-Law 10(3) for an annual general meeting of Shareholders exceeds the Permitted Number, then the highest ranking qualifying Shareholder Nominee from each Eligible Shareholder will be selected by the Company for inclusion in the proxy statement until the Permitted Number is reached, going in order of the amount (largest to smallest) of the ownership position as disclosed in each Eligible Shareholder’s Proxy Access Notice. If the Permitted Number is not reached after the highest ranking Shareholder Nominee from each Eligible Shareholder has been selected, this selection process will continue as many times as necessary, following the same order each time, until the Permitted Number is reached.

    Notwithstanding anything to the contrary contained in thisBye-Law 10(3), the Company shall not be required to include any Shareholder Nominees in its proxy materials pursuant to thisBye-Law 10(3) for any meeting of Shareholders for which the Secretary of the Company receives notice (whether or not subsequently withdrawn) that a Shareholder intends to nominate one or more persons for election to the Board of Directors pursuant to the advance notice requirements for Shareholder nominees set forth inBye-Law 10(1).

(D)  An “Eligible Shareholder” is one or more Shareholders of record who own and have owned, or are acting on behalf of one or more beneficial owners who own and have owned, in each case continuously for at least three (3) years as of both the date that the Proxy Access Notice is received by the Company pursuant to thisBye-Law 10(3), and as of the record date for determining Shareholders eligible to vote at the annual general meeting, at least three percent (3%) of the aggregate voting power of the Voting Stock (the “Proxy Access Request Required Shares”), and who continue to own the Proxy Access Request Required Shares at all times between the date such Proxy Access Notice is received by the Company and the date of the applicable annual general meeting, provided that the aggregate number of Shareholders (and, if and to the extent that a Shareholder is acting on behalf of one or more beneficial owners, of such beneficial owners) whose stock ownership is counted for the purpose of satisfying the foregoing ownership requirement shall not exceed twenty (20).

    Two or more collective investment funds that are (I) part of the same family of funds or sponsored by the same adviser or (II) a “group of investment companies” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940 (a “Qualifying Fund”) shall be treated as one Shareholder for the purpose of determining the aggregate number of Shareholders in this paragraph

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(D). For the avoidance of doubt, each fund included within a Qualifying Fund must meet the requirements set forth in thisBye-Law 10(3), including by providing the required information and materials.

    No share may be attributed to more than one group constituting an Eligible Shareholder under thisBye-Law 10(3). For the avoidance of doubt, no Shareholder may be a member of more than one group constituting an Eligible Shareholder.

    A record holder acting on behalf of one or more beneficial owners will not be counted separately as a Shareholder with respect to the shares owned by such beneficial owner(s). Each such beneficial owner will be counted separately as a Shareholder with respect to the shares owned by such beneficial owner, subject to the other provisions of this paragraph (D).

    For the avoidance of doubt, Proxy Access Request Required Shares will qualify as such only if the beneficial owner of such shares as of the date of the Proxy Access Notice has individually beneficially owned such shares continuously for the three-year (3 year) period ending on that date and through the other applicable dates referred to above (in addition to the other applicable requirements being met).

(E)  On the date on which an Eligible Shareholder delivers a nomination pursuant to thisBye-Law 10(3), such Eligible Shareholder (including each Constituent Holder) must provide the following information in writing to the Secretary of the Company with respect to such Eligible Shareholder (and each Constituent Holder):

(1)  the name and address of, and number of shares of Voting Stock owned by, such person;

(2)  one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year (3 year) holding period) verifying that, as of a date within seven (7) calendar days prior to the date the Proxy Access Notice is delivered to the Company, such person owns, and has owned continuously for the preceding three (3) years, the Proxy Access Request Required Shares, and such person’s agreement to provide:

(a)  within ten (10) days after the record date for the annual general meeting, written statements from the record holder and intermediaries verifying such person’s continuous ownership of the Proxy Access Request Required Shares through the record date, together with any additional information reasonably requested by the Company to verify such person’s ownership of the Proxy Access Request Required Shares; and

(b)  immediate notice to the Company if the Eligible Shareholder ceases to own any of the Proxy Access Request Required Shares prior to the date of the applicable annual general meeting of Shareholders;

(3)  the information that would be required to be submitted pursuant to paragraph (1)(d) ofBye-Law 10 for Director nominations;

(4)  a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among the Eligible Shareholder (including any Constituent Holder) and its or their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each of such Eligible Shareholder’s Shareholder Nominees, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under RegulationS-K of the U.S. Securities and Exchange Commission if the Eligible Shareholder (including any Constituent Holder), or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the Shareholder Nominee or any affiliate or associate thereof or person acting in concert therewith were a director or executive officer of such registrant;

(5)  a representation that the Eligible Shareholder (and each Constituent Holder):

(a)  acquired the Proxy Access Request Required Shares in the ordinary course of business and not with the intent to change or influence control of the Company, and does not presently have any such intent;

(b  has not nominated and will not nominate for election to the Board of Directors at the annual general meeting any person other than the Shareholder Nominees being nominated pursuant to thisBye-Law 10(3);

(c)   has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual general meeting other than its Shareholder Nominees or a nominee of the Board of Directors;

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(d)  will not distribute to any Shareholder any form of proxy for the annual general meeting other than the form distributed by the Company; and

(e)  will provide facts, statements and other information in all communications with the Company and its Shareholders that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and will otherwise comply with all applicable laws, rules and regulations in connection with any actions taken pursuant to thisBye-Law 10(3) (and the other provisions of thisBye-Law 10 to the extent related to thisBye-Law 10(3));

(6)  in the case of a nomination by a group of Shareholders that together is such an Eligible Shareholder, the designation by all group members of one group member that is authorized to act on behalf of all members of the nominating Shareholder group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and

(7)  an undertaking that the Eligible Shareholder (and each Constituent Holder) agrees to:

(a)  assume all liability stemming from, and indemnify and hold harmless the Company and each of its directors, officers, and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its directors, officers or employees arising out of any legal or regulatory violation arising out of the communications of the Eligible Shareholder (and any Constituent Holder) with the Shareholders of the Company or out of the information that the Eligible Shareholder (and any Constituent Holder) provided to the Company in connection with the nomination of the Shareholder Nominee(s) or efforts to elect the Shareholder Nominee(s); and

(b)  file with the Securities and Exchange Commission any solicitation by the Eligible Shareholder of Shareholders of the Company relating to the annual general meeting at which the Shareholder Nominee will be nominated.

    In addition, on the date on which an Eligible Shareholder delivers a nomination pursuant to thisBye-Law 10(3), any Qualifying Fund whose stock ownership is counted for purposes of qualifying as an Eligible Shareholder must provide to the Secretary of the Company documentation reasonably satisfactory to the Board of Directors that demonstrates that the funds included within the Qualifying Fund satisfy the definition thereof.

    In order to be considered timely, all information required by this paragraph (E) to be provided to the Company must be supplemented, by delivery to the Secretary of the Company, to disclose such information (1) as of the record date for the applicable annual general meeting and (2) as of the date that is no earlier than ten (10) days prior to such annual general meeting. Any supplemental information delivered pursuant to clause (1) of the preceding sentence must be delivered to the Secretary of the Company no later than ten (10) days following the record date for the applicable annual general meeting, and any supplemental information delivered pursuant to clause (2) of the preceding sentence must be delivered to the Secretary of the Company no later than the fifth day before the applicable annual general meeting. For the avoidance of doubt, the requirement to update and supplement such information shall not permit any Eligible Shareholder (or any Constituent Holder) or other person to change or add any proposed Shareholder Nominee or be deemed to cure any defects or limit the remedies (including without limitation under theseBye-Laws) available to the Company relating to any defect.

(F)  The Eligible Shareholder may provide to the Secretary of the Company, at the time the information required by thisBye-Law 10(3) is originally provided, a written statement for inclusion in the Company’s proxy statement for the annual general meeting, not to exceed five hundred (500) words, in support of the candidacy of each such Eligible Shareholder’s Shareholder Nominee (the “Statement”). Notwithstanding anything to the contrary contained in thisBye-Law 10(3), the Company may omit from its proxy materials any information or Statement that it, in good faith, believes is materially false or misleading, omits to state any material fact, or would violate any applicable law or regulation.

(G) On the date on which an Eligible Shareholder delivers a nomination pursuant to thisBye-Law 10(3), each Shareholder Nominee must:

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(1)  provide to the Company an executed agreement, in a form deemed satisfactory by the Board of Directors or its designee (which form shall be provided by the Company reasonably promptly upon written request of a Shareholder), that such Shareholder Nominee consents to being named in the Company’s proxy statement and form of proxy card (and will not agree to be named in any other person’s proxy statement or form of proxy card with respect to the applicable annual general meeting of the Company) as a nominee and to serving as a director of the Company if elected;

(2)  provide the information with respect to a Shareholder Nominee that would be required to be submitted pursuant to paragraph (1)(d) ofBye-Law 10 for Director nominations;

(3)  complete, sign and submit all questionnaires, representations and agreements required by theseBye-Laws or of the Company’s directors generally, including the questionnaire, representation and agreement required by paragraph (4) ofBye-Law 8; and

(4)  provide such additional information as necessary to permit the Board of Directors to determine if such Shareholder Nominee:

(a)  is independent under the listing standards of each principal U.S. exchange upon which the Common Shares of the Company is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Company’s directors;

(b)  has any direct or indirect relationship with the Company;

(c)   would, by serving on the Board of Directors, violate or cause the Company to be in violation of theseBye-Laws, the rules and listing standards of the principal U.S. exchange upon which the Common Shares of the Company is listed or any applicable law, rule or regulation; and

(d)  is or has been subject to any event specified in Item 401(f) of RegulationS-K (or successor rule) of the Securities and Exchange Commission.

    In the event that any information or communications provided by the Eligible Shareholder (or any Constituent Holder) or the Shareholder Nominee to the Company or its Shareholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Shareholder (or any Constituent Holder) or Shareholder Nominee, as the case may be, shall promptly notify the Secretary of the Company of any defect in such previously provided information and of the information that is required to correct any such defect; it being understood for the avoidance of doubt that providing any such notification shall not be deemed to cure any such defect or limit the remedies (including without limitation under theseBye-Laws) available to the Company relating to any such defect.

(H)  Any Shareholder Nominee who is included in the Company’s proxy materials for a particular annual general meeting of Shareholders but either (1) withdraws from or becomes ineligible or unavailable for election at that annual general meeting (other than by reason of such Shareholder Nominee’s disability or other health reason), or (2) does not receive at least twenty-five (25)% of the votes cast in favor of his or her election, will be ineligible to be a Shareholder Nominee pursuant to thisBye-Law 10(3) for (x) such particular annual general meeting and (y) the next two annual general meetings.

(I) The Company shall not be required to include, pursuant to thisBye-Law 10(3), a Shareholder Nominee in its proxy materials for any annual general meeting of Shareholders, or, if the proxy statement already has been filed, to permit a vote with respect to the election of a Shareholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the Company:

(1)  who is not independent under the listing standards of the principal U.S. exchange upon which the Common Shares of the Company is listed, any applicable rules of the U.S. Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Company’s Directors, who does not meet the audit committee independence requirements under the rules of any stock exchange on which the Company’s Common Shares are traded and applicable securities laws, who is not a“non-employee director” for the purposes of Rule16b-3 under the Exchange Act (or any successor rule), who is not an “outside director” for the purposes of Section 162(m) of the

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Internal Revenue Code of 1986, as amended (or any successor provision), in each of the foregoing cases as determined by the Board of Directors in its sole discretion;

(2)  whose service as a member of the Board of Directors would violate or cause the Company to be in violation of theseBye-Laws, the rules and listing standards of the principal U.S. exchange upon which the Common Shares of the Company is traded, or any applicable law, rule or regulation;

(3)  who is or has been, within the past three years, an employee, officer or director of, or otherwise affiliated with, a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914;

(4)  who is or has been a named subject of a pending criminal proceeding (excludingnon-criminal traffic violations) or has been convicted in such a criminal proceeding within the past ten years, or who is or has been a named subject of any legal, regulatory or self-regulatory proceeding, action or settlement as a result of which the service of such Shareholder Nominee on the Board of Directors would result in any restrictions on the ability of any of the Company or its affiliates to conduct business in any jurisdiction;

(5)  who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act;

(6)  who shall have provided information to the Company in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors or any committee thereof, in each of the foregoing cases as determined by the Board of Directors in its sole discretion;

(7)  who otherwise breaches or fails to comply in any material respect with its obligations pursuant to thisBye-Law 10(3) or any agreement, representation or undertaking required by theseBye-Laws; or

(8)  was proposed by an Eligible Shareholder who ceases to be an Eligible Shareholder for any reason, including but not limited to not owning the Proxy Access Request Required Shares through the date of the applicable annual general meeting.

    In addition, if any Constituent Holder (i) shall have provided information to the Company in respect of a nomination under thisBye-Law 10(3) that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors or any committee thereof, in each of the foregoing cases as determined by the Board of Directors in its sole discretion or (ii) otherwise breaches or fails to comply in any material respect with its obligations pursuant to thisBye-Law 10(3) or any agreement, representation or undertaking required by theseBye-Laws, the Voting Stock owned by such Constituent Holder shall be excluded from the Proxy Access Request Required Shares and, if as a result the Eligible Shareholder no longer meets the requirements as such, all of the applicable Eligible Shareholder’s Shareholder Nominees shall be excluded from the Company’s proxy statement for the applicable annual general meeting of Shareholders, if such proxy statement has not been filed, and, in any case, all of such Shareholder’s Shareholder Nominees shall be ineligible to be nominated at such annual general meeting.

    Notwithstanding anything contained herein to the contrary, no Shareholder Nominee shall be eligible to serve as a Shareholder Nominee in any of the next two (2) successive annual general meetings following an act or omission specified in clause (6) or (7) of this paragraph (I) by such person, in each case as determined by the Board of Directors or any committee thereof in its sole discretion. In addition, no Person who has submitted materials as a purported Eligible Shareholder (or Constituent Holder) under thisBye-Law 10(3), or any of its affiliates or associates, shall be eligible to be an Eligible Shareholder (or Constituent Holder) in any of the next two (2) successive annual general meetings following a nomination proposed under thisBye-Law 10(3) if, in connection therewith, such purported Eligible Shareholder (or such Constituent Holder) shall have provided information to the Company in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, or shall have otherwise materially breached or failed to comply with its obligations pursuant to thisBye-Law

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10(3) or any agreement, representation or undertaking required by theseBye-Laws, in each case as determined by the Board of Directors or any committee thereof in its sole discretion.

(4) General.As used in thisBye-Law 10, shares “beneficially owned” shall mean all shares as to which such Person, together with such Person’s affiliates and associates (as defined in Rule12b-2 under the Exchange Act), may be deemed to beneficially own pursuant to Rules13d-3 and13d-5 under the Exchange Act, as well as all shares as to which such Person, together with such Person’s affiliates and associates, has the right to become the beneficial owner pursuant to any agreement or understanding, or upon the exercise of warrants, options or rights to convert or exchange (whether such rights are exercisable immediately or only after the passage of time or the occurrence of conditions). The person presiding at the meeting shall determine whether such notice has been duly given and shall direct that proposals and nominees not be considered if such notice has not been so given. For purposes of thisby-law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the U.S. Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. In no event shall the public announcement of an adjournment or postponement of an annual meeting or a special meeting commence a new time period for the giving of a Shareholder’s notice as described above.

(5) The chairperson of the annual general meeting of Shareholders or special general meeting shall, if the facts warrant, refuse to acknowledge a proposal or nomination not made in compliance with the foregoing procedure and any such proposal or nomination not properly brought before the meeting shall not be considered.

11.  Removal of directors

(1) Subject to the rights of the holders of any class or series of preference shares, the Shareholders may, at any annual general or special general meeting convened and held in accordance with theseBye-Laws, remove a Director before the stated expiry of his term only for Cause by the affirmative vote of at least a majority of thetotal combined voting power of all of the issued and outstandingvotes cast by the holders of shares of the Company entitled to votegenerally on the election of Directors.

(2) Subject to the rights of the holders of any class or series of preference shares, a vacancy on the Board created by the removal of a Director under the provisions of paragraph (1) of thisBye-Law 11 may be filled by the Shareholders at the meeting at which such Director is removed, acting by the affirmative vote ofShareholders holding at least a majority of thetotal combined voting power of all of the issued and outstandingvotes cast by the holders of shares of the Company entitled to votegenerally on the election of Directors, and, in the absence of such election or appointment, the Board may fill the vacancy. A Director so elected or appointed shall hold office until the next annual general meeting of Shareholders.

(3) Subject to the rights of the holders of any class or series of preference shares, the Board may, at any meeting of the Board convened and held in accordance with theseBye-Laws, remove a Director before the stated expiry of his term only for Cause by a resolution of the Board carried by the affirmative vote of at least atwo-thirds majority of the Board then in office.

12.  Vacancies on the board

(1) Subject to the rights of the holders of any class or series of preference shares, the Board shall have the power from time to time and at any time to appoint any person as a Director to fill a vacancy on the Board occurring as the result of any of the events listed in paragraph (3) of thisBye-Law 12 or from an increase in the size of the Board pursuant toBye-Law 8. The Board shall also have the power from time to time to fill any vacancy left unfilled at a general meeting. A Director appointed by the Board to fill a vacancy shall hold office until the next annual general meeting of Shareholders.

(2) The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by theseBye-Laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may act, notwithstanding the absence of a quorum, for the purpose of (i) summoning a general meeting of the Company or (ii) preserving the assets of the Company.

(3) The office of a Director shall be vacated if the Director:

(a) is removed from office pursuant to theseBye-Laws or is prohibited from being a Director by law;

(b) is or becomes bankrupt or makes any arrangement or composition with his creditors generally;

(c)  is or becomes disqualified, disabled, of unsound mind, or dies; or

(d) resigns his or her office by notice in writing to the Company.

(4) Notwithstanding anything contained herein to the contrary, the provisions ofBye-Law 11, thisBye-Law 12 and all other provisions contained in theseBye-Laws related to the filling

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of vacancies on the Board shall be subject to any contractual or other legally binding obligation hereafter created by the Company and approved by the Board to provide any third party with the ability to nominate persons for election as Directors.

13.  Notice of meetings of the board

(1) The Chairperson may, and the Chairperson on the requisition of the Chief Executive Officer or a majority of the Directors then in office shall, at any time, upon two days’ notice (or such shorter notice as may be reasonable under the circumstances), summon a meeting of the Board.

(2) Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is sent to such Director by mail, courier service, facsimile, email or other mode of representing words in a legible form at such Director’s last known address or any other address given by such Director to the Company for this purpose.

14.  Quorum at meetings of the board

The quorum necessary for the transaction of business at a meeting of the Board shall be as fixed by the Board from time to time and, unless so fixed at any other level, shall be at leastone-half of the total number of the Directors then in office, present in person or represented by a duly authorized representative appointed in accordance with the Act. The Directors present at a duly called meeting at which a quorum is present may continue to transact business until adjournment or termination, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

15.  Meetings of the board

(1) The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.

(2) Directors may participate in any meeting of the Board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

(3) Unless otherwise provided in theseBye-Laws, a resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the Directors present.

16.  Unanimous written resolutions

A resolution in writing signed by all of the Directors then in office, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution.

17.  Contracts and disclosure of directors’ interests

(1) Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director’s firm, partner or company shall be entitled to remuneration as if such Director were not a Director. Nothing herein contained shall authorize a Director or Director’s firm, partner or company to act as Auditor to the Company.

(2) A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company or any of its subsidiaries shall declare the nature of such interest to the Board or any duly appointed committee thereof, whether or not such declaration is required by law.

(3) Following a declaration being made pursuant to thisBye-Law 17, and unless disqualified by the chairperson of the relevant Board meeting or recused, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum for such meeting.

18.  Remuneration of Directors

The remuneration and benefits (if any) of the Directors shall be determined by the Board or any duly appointed committee thereof in accordance with applicable law and securities exchange rules. The Directors may also be paid or reimbursed for all travel, hotel and other expenses incurred by them in attending and returning from meetings of the Board, any committee appointed by the Board, general or special meetings of the Company or in connection with the business of the Company or their duties as Directors generally.

Officers

19.  Officers of the company

The Officers of the Company, who may or may not be Directors, may be appointed at any time by the Board or by such other persons as may be designated by the Board. Any person appointed pursuant to thisBye-Law 19 shall hold office for such period and upon such

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terms as the Board or, in the case of Officers other than the Chief Executive Officer, as the Chief Executive Officer may determine and the Board (or the Chief Executive Officer unless otherwise directed by the Board) may revoke or terminate any such appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such Officer may have against the Company or the Company may have against such Officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination.

20.  Remuneration of officers

The Officers shall receive such remuneration and benefits as the Board or any duly appointed committee thereof (or, in the case of Officers who are not “executive officers” as defined under applicable Rules promulgated under the Exchange Act, as management acting under authority duly delegated by the Board) may from time to time determine in accordance with applicable law and securities exchange rules.

21.  Duties of officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them from time to time by the Board or, in the case of Officers other than the Chief Executive Officer, by the Chief Executive Officer (or by any other Officer or employee of the Company acting, directly or indirectly, under his direction).

22.  Chairperson and secretary of meetings

(1) The Chairperson shall act as chairperson at all meetings of the Shareholders and of the Board at which he or she is present. In the Chairperson’s absence, the Chief Executive Officer or any other Director or Officer designated in writing by the Chairperson, the Chief Executive Officer or a majority of the Board shall act as chairperson of the applicable meeting.

(2) The Secretary shall act as secretary at all meetings of the Shareholders and of the Board and any committee thereof at which he or she is present. In the Secretary’s absence, a secretary shall be appointed by the chairperson of such meeting.

23.  Register of directors and officers

The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.

Minutes

24.  Obligations of board to keep minutes

(1) The Board shall cause minutes to be duly entered in books provided for the purpose:

(a)  of all elections and appointments of Officers;

(b)  of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and

(c)   of all resolutions and proceedings of general meetings of the Shareholders, meetings of the Board and meetings of committees appointed by the Board.

(2) Minutes prepared in accordance with the Act and theseBye-Laws shall be kept by the Secretary at the registered office of the Company.

Indemnity

25.  Indemnification and exculpation of directors of the company and others

(1) The Company shall indemnify in accordance with and to the full extent now or (if greater) hereafter permitted by Bermuda law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Company) (hereinafter, a “proceeding”), by reason of the fact that he or she is or was a Director or Officer (or is or was a director or officer of any subsidiary or any predecessor of the Company or any subsidiary) or is or was serving at the request of the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary) as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (or any predecessor of any of such entities), including without limitation any service with respect to employee benefit plans maintained or sponsored by the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, against any liability or expense actually and reasonably incurred by such person

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in respect thereof. For the avoidance of doubt, the indemnity provided in thisBye-Law 25 shall extend, without limitation, to any matter in which an indemnified party may be guilty of negligence, default, breach of duty or breach of trust in relation to the Company or any of its subsidiaries, but shall not extend to any matter as to which such indemnified party admits that he is guilty, or is found, by a court of competent jurisdiction in a final judgment or decree not subject to appeal, guilty, of any fraud or dishonesty in relation to the Company or any such subsidiary. In connection with the foregoing, the Company shall advance the expenses of Directors and Officers in defending any such act, suit or proceeding;provided that such advancement shall be subject to reimbursement to the extent such person shall be found not to be entitled to such advancement of expenses under Bermuda law. In addition to the foregoing, the Company shall have the power, to the extent and in the manner permitted by Bermuda law, to indemnify each of its other employees and agents against any liability or expense (including advancement of expenses) incurred in connection with any proceeding arising by reason of the fact that such person is or was an employee or agent of the Company (or is or was an employee or agent of any subsidiary or any predecessor of the Company or any subsidiary) or is or was serving at the request of the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary) as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (or any predecessor of any of such entities), including without limitation any service with respect to employee benefit plans maintained or sponsored by the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary).

(2) The Board may authorize the Company to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, Officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, or in a fiduciary or other capacity with respect to any employee benefit plan maintained by the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary), against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of thisBye-Law 25.

(3) Directors, Officers and employees of the Company shall have no personal liability to the Company or its Shareholders for any action or failure to act to the fullest extent now or (if greater) hereafter permitted by Bermuda law.

(4) The indemnification, expense reimbursement, exculpation and other provisions provided by thisBye-Law 25 shall not be deemed exclusive of any other rights to which the persons identified in thisBye-Law 25 may be entitled under anybye-law, agreement, vote of Shareholders or Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; shall continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person; and shall be deemed to be a contractual right of such benefited Persons.

26.  Waiver of certain claims

(1) Each present and future Shareholder agrees to waive any claim or right of action such Shareholder might have, whether individually or by or in the right of the Company, against any Director, Officer or employee on account of any action taken by such Director, Officer or employee, or the failure of such Director, Officer or employee to take any action, in the performance of his duties with or for the Company (including, for the avoidance of doubt, with respect to the approval or disapproval of any transaction between the Company and one or more of its Affiliates or the pursuit of corporate opportunities), in each case to the fullest extent now or (if greater) hereafter permitted by Bermuda law.

(2) The provisions of thisBye-Law 26 shall apply to, and for the benefit of, any person acting as (or with the reasonable belief that he or she will be appointed or elected as) a Director, Officer or employee in the reasonable belief that he or she has been so appointed or elected notwithstanding any defect in such appointment or election and to any person who is no longer, but at one time was, a Director, Officer or employee.

Meetings

27.  Notice of annual general meeting of shareholders

The annual general meeting of Shareholders shall be held in each year other than the year of incorporation at such time and place as the Chairperson or the Chief Executive Officer may determine. At least 20 days’ notice of such meeting shall be given to each Shareholder, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat and such additional information as may be required by the Act.

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28.  Notice of special general meeting

Special general meetings may be called as specified inBye-Law 10 upon not less than twenty days’ notice (or as otherwise prescribed by the Act), which notice shall state the date, time, place and such additional information as may be required by the Act orBye-Law 10.

29.  Accidental omission of notice of general meeting

The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any Person entitled to receive notice shall not invalidate the proceedings at that meeting.

30. Short notice

Subject to any applicable requirements of the New York Stock Exchange (or any other applicable stock exchange), a general meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in these Bye-Laws, be deemed to have been properly called if it is so agreed by (i) all of the Shareholders entitled to attend and vote thereat, in the case of an annual general meeting of Shareholders or (ii) by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat, in the case of a special general meeting.

31. Postponement of meetings

The Chairperson or the Chief Executive Officer may, and the Secretary on instruction from the Chairperson or the Chief Executive Officer shall, postpone any general meeting called in accordance with the provisions of these Bye-Laws,provided that notice of postponement is given to each Shareholder before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Shareholder in accordance with the provisions of these Bye-Laws.

32. Quorum for general meeting

At the commencement of any general meeting of the Company, two or more Persons present in person and representing in person or by proxy more than fifty percent (50%) of the issued and outstanding shares entitled to vote at the meeting shall form a quorum for the transaction of business,provided that, if the Company shall at any time have only one Shareholder, such one Shareholder present in person or by proxy shall form a quorum for the transaction of business at any general meeting of the Company held during such time. If the holders of the number of shares necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place fixed in accordance with these Bye-Laws for any annual or special general meeting, the chairperson or a majority in interest of the Shareholders present, in person or by proxy, may adjourn from time to time without notice other than announcement at the meeting until the holders of the amount of shares requisite to constitute a quorum shall attend;provided that in the case of any such meeting convened pursuant to requisition of Shareholders, the meeting shall be cancelled. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

33. Adjournment of meetings

(1) The chairperson of a general meeting may, with the consent of the majority of the Shareholders present at any general meeting at which a quorum is present (and shall if so directed), adjourn the meeting. In addition, the chairperson may adjourn the meeting to another time and place without such consent or direction if it appears to him that:

(a) it is likely to be impracticable to hold or continue that meeting because of the number of Shareholders wishing to attend who are not present;

(b) the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the meeting; or

(c)  an adjournment is otherwise in the best interests of the Company or is necessary so that the business of the meeting may be properly conducted.

(2) Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Shareholder entitled to attend and vote thereat in accordance with the provisions of these Bye-Laws.

34. Attendance at meetings

(1) If a majority of the Board shall so determine, Shareholders may participate in any general meeting by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

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(2) The Board may, and at any general meeting the chairperson of such meeting may, make any arrangement and impose any requirement or restriction as may be considered appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board is, and at any general meeting the chairperson of such meeting is, entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.

35.  Written resolutions

(1) Subject to paragraph (4) of thisBye-Law 35, anything that may be done by resolution of the Company in a general meeting or by resolution of a meeting of any class of the Shareholders of the Company may, without a meeting and without any previous notice being required, be done by resolution in writing signed by all of the Shareholders who at the date of the resolution would be entitled to attend the meeting and vote on the resolution, in as many counterparts as may be necessary.

(2) A resolution in writing made in accordance with thisBye-Law 35 is as valid as if it had been passed by the Company in a general meeting or by a meeting of the relevant class of Shareholders, as the case may be, and any reference in any Bye-Law to a meeting at which a resolution is passed or to Shareholders voting in favor of a resolution shall be construed accordingly.

(3) A resolution in writing made in accordance with thisBye-Law 35 shall constitute minutes for the purposes of the Act.

36.  Attendance of directors

The Directors of the Company shall be entitled to receive notice of and to attend any general meeting.

37.  Voting at meetings

Subject to the provisions of the Act and except as otherwise provided under these Bye-Laws, any question proposed for the consideration of the Shareholders at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Bye-Laws and, in the case of an equality of votes, the resolution shall fail.

38.  Voting by hand or by poll

(1) At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands or by a count of votes received in the form of electronic records, unless (before or on the declaration of the result of the show of hands or count of votes received as electronic records or on the withdrawal of any other demand for a poll) a poll is demanded by:

(a) the chairman of the meeting or a majority of the Board; or

(b) at least three (3) Shareholders present in person or represented by proxy; or

(c)  any Shareholder or Shareholders present in person or represented by proxy and holding between them not less than one tenth (1/10) of the total voting rights of all the Shareholders having the right to vote at such meeting; or

(d) any Shareholder or Shareholders present in person or represented by proxy holding shares conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one tenth (1/10) of the total sum paid up on all such shares conferring such right.

(2) The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands or count of votes received as electronic records declared before the demand was made. If the demand for a poll is withdrawn, the chairman or any other Shareholder entitled may demand a poll.

(3) Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has, on a show of hands or count of votes received as electronic records, been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded for or against such resolution.

(4) If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.

(5) A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken in such manner consistent with the Act as the chairman shall direct.

(6) The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded and it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

(7) On a poll, votes may be cast either personally or by proxy.

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(8) A Person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

(9) Where a vote is taken by poll, each Person present and entitled to vote shall be furnished with a ballot paper on which such Person shall record his or her vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialed or otherwise marked so as to identify the voter and the registered holder in the case of a proxy.

(10) At the conclusion of any poll, the ballot papers shall be examined and counted by a committee of one or more inspectors appointed by the Board or the Chief Executive Officer of the Company prior to the general meeting to act at such meeting as provided hereunder and to make a written report thereof. If no inspector (or any alternate previously designated by the Board or the Chief Executive Officer) is able to act at the meeting, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. In connection with the applicable poll, the inspectors shall ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons to assist them in the performance of their duties. The date and time of the opening and closing of the polls during the meeting for each matter upon which the Shareholders will vote by poll at a meeting shall be announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of (i) the proxies, any envelopes submitted therewith, any information provided by a Shareholder who submits a proxy by telegram, cablegram or other electronic transmission from which it can be determined that the proxy was authorized by the Shareholder and (ii) the ballots and (iii) the regular books and records of the Company

   In addition, the inspectors may also consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar Persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the Shareholder holds of record. If the inspectors consider such other reliable information for such purpose, they shall, at the time they make their certification, specify the precise information considered by them, including the Person or Persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

39.  Decision of chairperson

(1) At any general meeting if an amendment shall be proposed to any resolution under consideration and the chairperson of the meeting shall rule on whether the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

(2) At any general meeting a declaration by the chairperson of the meeting that a question proposed for consideration has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall be conclusive evidence of that fact.

40.  Instrument of proxy

(1) Every Shareholder entitled to vote has the right to do so either in person or by one or more persons authorized by a proxy executed and delivered in accordance with these Bye-Laws.

(2) A person so authorized as a proxy shall be entitled to exercise the same power on behalf of the grantor of the proxy as the grantor could exercise at a general meeting of the Company.

(3) No proxy shall be valid after eleven months from its date, unless the proxy provides for a longer period. A proxy shall be revocable unless expressly provided therein to be irrevocable and the proxy is coupled with an interest sufficient in law to support an irrevocable power.

(4) Subject to paragraph (3) of thisBye-Law 40, the instrument appointing a proxy, together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the registered office of the Company (or at such place or places as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) prior to the holding

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of the relevant meeting or adjourned meeting at which the individual named in the instrument proposes to vote and, if not so delivered, the instrument of proxy shall not be treated as valid.

(5) Instruments of proxy shall be in such form as the Board may approve (including, without limitation, written or electronic form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instruments of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

(6) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or unsoundness of mind of the principal subsequent to giving the proxy but before the vote or revocation of the instrument of proxy or of the authority under which it was executed.

(7) The decision of the chairperson of any general meeting as to the validity of any appointment of a proxy shall be final.

41.  Representation of corporations at meetings

A corporation or other Person that is not an individual that is a Shareholder may, by written instrument, authorize any person as it thinks fit to act as its representative at any meeting of the Shareholders or for all meetings of the Shareholders or for all meetings of the Shareholders for a certain or determinable period or until revocation and such person so authorized shall be entitled to exercise the same powers on behalf of such corporation or other such Person as such corporation or other such Person could exercise if it were an individual Shareholder and such corporation or other such Person shall be deemed to be present in person as a Shareholder at any such meeting attended by its authorized representative or representatives. Notwithstanding the foregoing, the chairperson of the meeting may accept such assurances as he or she thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation or other such Person that is a Shareholder.

Votes of shareholders

42.  General

Subject to the rights of the holders of any class or series of preference shares, at any general meeting of the Company, each Shareholder present in person shall be entitled to one vote on any question to be decided on a show of hands and each Shareholder present in person or by proxy shall be entitled on a poll to one vote for each share held by him in his name in the Register of Shareholders.

Share capital and shares

43.  Share capital

The authorised share capital of the Company is 1,070,000,000 divided into 1,050,000,000 common shares of par value $0.20 each (“Common Shares”) and 20,000,000 undesignated shares of par value $0.20 each, which may be issued, without any prior Shareholder approval, as Common Shares or Preference Shares (“Undesignated Shares”).

44.  Rights of Shares

(1) Common shares. The Common Shares shall, subject to the other provisions of theseBye-Laws, entitle the holders thereof to the following rights:

(a) as regards dividend: after making all necessary provisions, where relevant, for payment of any preferred dividend in respect of any preference shares in the Company then outstanding, the Company shall apply any profits or reserves which the Board resolves to distribute in paying such profits or reserves to the holders of the Common Shares in respect of their holding of such shares pari passu and pro rata to the number of Common Shares held by each of them;

(b) as regards capital: on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Common Shares shall be entitled to be paid the surplus assets of the Company remaining after payment of its liabilities (subject to the rights of holders of anypreferredpreferenceshares in the Company then in issue having preferred rights on the return of capital) in respect of their holdings of Common Shares pari passu and pro rata to the number of Common Shares held by each of them;

(c)  as regards voting in general meetings: the holders of the Common Shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company; every holder of Common Shares present in person or by proxy shall on a poll have one vote for each Common Share held by him.

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(2) Undesignated shares. The rights attaching to the Undesignated Shares, subject to theseBye-Laws, shall be as follows:

(a) each Undesignated Share shall have attached to it such preferred, qualified or other special rights, privileges and conditions and be subject to such restrictions, whether in regard to dividend, return of capital, redemption, conversion into Common Shares or voting or otherwise, as the Board may determine on or before its allotment;

(b) the Board may allot the Undesignated Shares in more than one series and, if it does so, may name and designate each series in such manner as it deems appropriate to reflect the particular rights and restrictions attached to that series, which may differ in all or any respects from any other series of Undesignated Shares;

(c)  the particular rights and restrictions attached to any Undesignated Shares shall be recorded in a resolution of the Board. The Board may at any time before the allotment of any Undesignated Share by further resolution in any way amend such rights and restrictions or vary or revoke its designation. A copy of any such resolution or amending resolution for the time being in force shall be annexed as an appendix to (but shall not form part of) theseBye-Laws; and

(d) the Board shall not attach to any Undesignated Share any rights or restrictions which would alter or abrogate any of the special rights attached to any other class of series of shares for the time being in issue without such sanction as is required for any alteration or abrogation of such rights, unless expressly authorised to do so by the rights attaching to or by the terms of issue of such other class or series.

(3) Preference shares. Without limiting the foregoing and subject to the Act, the Company may issue preference shares (“Preference Shares”) without any prior Shareholder approval which:

(a) are liable to be redeemed on the happening of a specified event or events or on a given date or dates and/or;

(b) are liable to be redeemed at the option of the Company and/or, if authorised by the Memorandum of Association of the Company, at the option of the holder.

   The terms and manner of the redemption of any redeemable shares created pursuant to thisBye-Law 44(3) shall be as the Board may by resolution determine. The terms of any redeemable preference shares may provide for the whole or any part of the amount due on redemption to be paid or satisfied otherwise than in cash, to the extent permitted by the Act.

   In addition, subject to any special rights conferred on the holders of any share or class of shares, any Preference Shares may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Board may determine pursuant toBye-Law 44(2).

(4) The Board may, at its discretion and without the sanction of a resolution of the Shareholders, authorise the purchase or acquisition by the Company of its own shares, of any class, at any price (whether at par or above or below par), and any shares to be so purchased or acquired may be selected in any manner whatsoever, upon such terms as the Board may in its discretion determine, provided always that such purchase or acquisition is effected in accordance with the provisions of the Act. The whole or any part of the amount payable on any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted by the Act. Any shares acquired may be held as treasury shares in accordance with and subject to the Act.

45.  Modification of rights

(1) Subject to the Act, all or any of the special rights attached to any class of(i)common shares issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less thanthree-quartersa majorityof the issued shares of that class or with the sanction of a resolution passedwith the approval of a majority of the votes cast by the holdersof not less than three-quartersof the issued shares of that class at a separate general meeting of the holders of such shares voting in person or by proxyand (ii) preference shares issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less thantwo-thirds of the issued shares of that class or with the sanction of a resolution passed with the approval oftwo-thirds of the issued shares of that class outstanding at a separate general meeting of the holders of such shares voting in person or by proxy (or, in either case, such lower threshold as may be set forth in the instrument defining the rights of the applicable class of preference shares). To any such separate general meeting, all the provisions of theseBye-Laws as to general meetings of the Company shallmutatis mutandis apply, but so that the necessary quorum shall be two (2) or more persons holding or representing by proxy at leastthree-quartersa majorityof theissued shares of the relevant class, that every holder of shares of the relevant class shall be entitled on a poll to one vote for every such share held by him and that any holder of

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shares of the relevant class present in person or by proxy may demand a poll; provided, however, that if the Company or a class of Shareholders shall have only one Shareholder, such one Shareholder present in person or by proxy shall constitute the necessary quorum.

(2) For the purposes of thisBye-Law, unless otherwise expressly provided by the rights attached to any shares or class of shares, those rights attaching to any class of shares for the time being shall not be deemed to be altered by:

(a) the creation or issue of further shares ranking pari passu with them;

(b) the creation or issue for full value (as determined by the Board) of further shares ranking as regards participation in the profits or assets of the Company or otherwise in priority to them; or

(c)  the purchase or redemption by the Company of any of its own shares.

46.  Shares

(1) Subject to the provisions of theseBye-Laws, the unissued shares of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such Persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.

(2) Subject to the provisions of theseBye-Laws, any shares of the Company held by the Company as treasury shares shall be at the disposal of the Board, which may hold all or any of the shares, dispose of or transfer all or any of the shares for cash or other consideration, or cancel all or any of the shares.

(3) The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by law. Subject to the provisions of the Act, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

(4) Shares may be issued in fractional denominations and in such event the Company shall deal with such fractions to the same extent as its whole shares, so that a share in a fractional denomination shall have, in proportion to the fraction of a whole share that it represents, all the rights of a whole share, including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in awinding-up.

47.  Registered holder of shares

(1) The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other Person.

(2) Any dividend, interest or other moneys payable in cash in respect of shares may be paid by check or draft sent through the post directed to the Shareholder at such Shareholder’s address as recorded in the Register of Shareholders or, in the case of joint holders, to such address of the holder first named in the Register of Shareholders, or (subject to applicable law) to such Person and to such address as such holder or joint holders may in writing direct. If two or more Persons are registered as joint holders of any shares, anyone can give an effectual receipt for any dividend paid in respect of such shares.

48.  Death of a joint holder

Where two or more Persons are registered as joint holders of a share or shares then, in the event of the death of any joint holder or holders, the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognize no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

49.  Share certificates

(1) Every Shareholder shall be entitled to a certificate under the seal of the Company (or a facsimile thereof) specifying the number and, where appropriate, the class or series of shares held by such Shareholder and whether the same are fully paid up and, if not, how much has been paid thereon. The Company may determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means. NotwithstandingBye-Law 76, the Company may determine that a share certificate need not be signed on behalf of the Company or that the seal of the Company need not be attested.

(2) The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the Person to whom such shares have been allotted.

(3) If any such certificate shall be proved to the satisfaction of the Company to have been worn out, lost, mislaid or destroyed, the Company may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

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50.  Calls on shares

(1) The Board may from time to time make such calls as it thinks fit upon the Shareholders in respect of any monies unpaid on the shares allotted to or held by such Shareholders and, if a call is not paid on or before the day appointed for payment thereof, the Shareholder may, at the discretion of the Board, be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

(2) The Board may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

(3) Any sum that, by the terms of allotment of a share, becomes payable upon issue or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for all of the purposes of theseBye-Laws be deemed to be a call duly made and payable, on the date on which, by the terms of issue, the same becomes payable and, in case ofnon-payment, all of the relevant provisions of theseBye-Laws as to payment of interest, costs, charges and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

(4) The Company may accept from any Shareholder the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.

51.  Forfeiture of shares

(1) If any Shareholder fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Shareholder, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward to such Shareholder a notice in the form (or as near thereto as circumstances admit) set forth in Schedule A hereto.

(2) If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine.

(3) A Shareholder whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture and all interest due thereon.

(4) The Board may accept the surrender of any shares that it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it has been forfeited.

Interested shareholders

52.  Limitations on business combinations.

Notwithstanding anything contained herein to the contrary, the Company shall not engage in any Business Combination with any Interested Shareholder for a period of 3 years following the time that such Shareholder became an Interested Shareholder, unless: (a) prior to such time the Board approved either the Business Combination or the transaction which resulted in the Shareholder becoming an Interested Shareholder; (b) upon consummation of the transaction which resulted in the Shareholder becoming an Interested Shareholder, the Interested Shareholder Beneficially Owned at least 85% of the total voting stock of the Company outstanding at the time the transaction commenced, excluding for purposes of determining the total voting stock outstanding (but not the outstanding voting stock Beneficially Owned by the Interested Shareholder) those shares Beneficially Owned (i) by persons who are Directors and also Officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (c) at or subsequent to such time the Business Combination is approved by the Board and authorized at an annual general meeting or special general meeting of Shareholders, and not by written consent, by the affirmative vote of at leasttwo-thirds of the outstanding voting stock which isa majority of thevotes cast by holders of shares that are not Beneficially Owned by the Interested Shareholder.

53.  Certain definitions

(1) “Associate” has the meaning ascribed to such term in Rule12b-2 of the Exchange Act.

(2) As used inBye-Laws52-53, a Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:

(a) which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly;

(b) which such Person or any of such Person’s Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage

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of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to abona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise;provided,however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (ii) the right to vote pursuant to any agreement, arrangement or understanding;provided,however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (x) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (y) is not also then reportable on Schedule 13D under the Exchange Act; or

(c)  which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to clause (ii) of the preceding subsection (b)) or disposing of any securities of the Company.

(d) Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase “then outstanding,” when used with reference to a Person’s Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.

(3) “Business combination”means any:

(a) merger, amalgamation, scheme of arrangement or consolidation of the Company or any direct or indirect majority-owned subsidiary of the Company with (i) the Interested Shareholder, or (ii) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the Interested Shareholder;

(b) sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a Shareholder, to or with the Interested Shareholder, whether as part of a dissolution or otherwise, of assets of the Company or of any direct or indirect majority-owned subsidiary of the Company which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Company determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Company;

(c)  transaction which results in the issuance or transfer by the Company or by any direct or indirect majority-owned subsidiary of the Company of any stock of the Company or of such subsidiary to the Interested Shareholder, except (i) Pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary which securities were outstanding prior to the time that the Interested Shareholder became such, (ii) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of such corporation subsequent to the time the Interested Shareholder became such; (iii) pursuant to an exchange offer by the Company to purchase stock made on the same terms to all holders of said stock; or (iv) any issuance or transfer of stock by the Company; provided however, that in no case under items (i)-(iv) of this subparagraph shall there be an increase in the Interested Shareholder’s proportionate share of the stock of any class or series of the Company or of the voting stock of the Company;

(d) transaction involving the Company or any direct or indirect majority-owned subsidiary of the Company which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Company or of any such subsidiary which is Beneficially Owned by the Interested Shareholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the Interested Shareholder; or

(e) receipt by the Interested Shareholder of the benefit, directly or indirectly (except proportionately as a Shareholder of such corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted

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in subparagraphs (a)-(d) of this paragraph) provided by or through the Company or any direct or indirect majority-owned subsidiary.

(4) “Interested shareholder” means any Person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that (i) is the Beneficial Owner of 15% or more of the outstanding voting stock of the Company, or (ii) is an Affiliate or Associate of the Company and was the Beneficial Owner of 15% or more of the outstanding voting stock of the Company at any time within the3-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Shareholder, and the Affiliates and Associates of such Person; provided, however, that the term “Interested Shareholder” shall not include (x) any Person who becomes an Interested Shareholder inadvertently and (i) as soon as practicable divests itself of Beneficial Ownership of sufficient shares so that the Shareholder ceases to be an Interested Shareholder and (ii) would not, at any time within the3-year period immediately prior to a Business Combination between the Company and such Shareholder, have been an Interested Shareholder but for the inadvertent acquisition of ownership; or (y) any Person whose Beneficial Ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company;provided that such Person shall be an Interested Shareholder if thereafter such Person acquires additional shares of voting stock of the Company, except as a result of further corporate action not caused, directly or indirectly, by such Person;provided further that no savings, profit sharing, stock bonus or employee stock ownership plan or plans established or sponsored by the Company (or any subsidiary of the Company or any predecessor of the Company or any subsidiary) and qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or any comparable provisions of anynon-U.S. law, which holds Common Shares on behalf of participating employees and their beneficiaries with the right to instruct the trustee how to vote such Common Shares with respect to all matters submitted to Shareholders shall not be deemed to be an “Interested Shareholder.”

Register of shareholders

54. Contents of Register of Shareholders

The Board shall cause to be kept in one or more books a Register of Shareholders and shall enter therein the particulars required by the Act.

55. Inspection of Register of Shareholders

The Register of Shareholders shall be open to inspection at the registered office of the Company on every Business Day, subject to such reasonable restrictions as the Company may impose, so that not less than two hours in each Business Day be allowed for inspection. The Register of Shareholders may, after notice has been given by advertisement in an appointed newspaper to that effect, be closed for any time or times not exceeding in the whole thirty days in each year.

56. Determination of record dates

Notwithstanding any other provision of theseBye-Laws, the Board may fix any date as the record date for:

(a) determining the Shareholders entitled to receive any dividend or distribution; and

(b) determining the Shareholders entitled to receive notice of and to vote at any general meeting of the Company.

Transfer of shares

57. Instrument of transfer

(1) Subject to paragraph (4) ofBye-Law 58, an instrument of transfer shall be in the form (or as near thereto as circumstances admit) set forth inSchedule B hereto or in such other common form as the Company may accept. Such instrument of transfer shall be signed by or on behalf of the transferor and transferee,provided that, in the case of a fully paid share, the Company may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Shareholders.

(2) The Company may refuse to recognize any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Company may reasonably require to show the right of the transferor to make the transfer.

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58. Restrictions on transfer

(1) Unless otherwise required by any applicable requirements of the New York Stock Exchange (or any other applicable stock exchange), the Company (i) may decline to approve or to register any transfer of any share if a written opinion from counsel acceptable to the Company shall not have been obtained to the effect that registration of such shares under the U.S. Securities Act of 1933, as amended, is not required and (ii) shall decline to approve or to register any transfer of any share if the transferee shall not have been approved by applicable governmental authorities if such approval is required or if not in compliance with applicable consent, authorization or permission of any governmental body or agency in Bermuda.

(2) If the Company refuses to register a transfer of any share, the Secretary shall send, or procure that there shall be sent, within one month after the date on which the transfer was lodged with the Company, to the transferor and transferee notice of the refusal.

(3) The registration of transfers may be suspended at such times and for such periods as the Company may from time to time determine,provided always that such registration shall not be suspended for more than 45 days in any year.

(4) Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act.

Transmission of shares

59. Representative of deceased shareholder

In the case of the death of a Shareholder, the survivor or survivors where the deceased Shareholder was a joint holder, and the legal personal representatives of the deceased Shareholder where the deceased Shareholder was a sole holder, shall be the only persons recognized by the Company as having any title to the deceased Shareholder’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share that had been jointly held by such deceased Shareholder with other persons. Subject to the provisions of the Act, for the purpose of this Bye-Law 59, “legal personal representative” means the executor or administrator of a deceased Shareholder or such other Person as the Company may decide as being properly authorized to deal with the shares of a deceased Shareholder.

60. Registration on death or bankruptcy

Any Person becoming entitled to a share in consequence of the death or bankruptcy of any Shareholder may be registered as a Shareholder upon such evidence as the Company may deem sufficient or may elect to nominate another Person to be registered as a transferee of such share, and in such case such Person becoming entitled shall execute in favor of such nominee an instrument of transfer in the form (or as near thereto as circumstances admit) set forth inSchedule C hereto. On the presentation thereof to the Company, accompanied by such evidence as the Company may require to prove the title of the transferor, the transferee shall be registered as a Shareholder,provided that the Company shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by such Shareholder before such Shareholder’s death or bankruptcy, as the case may be.

Dividends and other distributions

61. Declaration of dividends by the board

(1) The Board may, subject to these Bye-Laws and in accordance with the Act, declare a dividend to be paid to the Shareholders in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.

(2) The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

62. Other distributions

The Board may declare and make such other distributions (in cash or in specie) to the Shareholders as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

63. Reserve Fund

The Board may from time to time before declaring a dividend set aside, out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for equalizing dividends or for any other special purpose.

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64. Deduction of amounts due to the company

The Board may deduct from the dividends or distributions payable to any Shareholder all monies due from such Shareholder to the Company on account of calls.

Capitalization

65. Issue of bonus shares: capitalization of profits

(1) The Board may resolve to capitalize any part of the amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Shareholders.

(2) The Board may from time to time resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid amongst such Shareholders, or partly in one way and partly in the other, provided that for the purpose of this Bye-Law 65, a share premium account may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid. Where any difficulty arises in regard to any distribution under thisBye-Law 65, the Board may settle the same as it thinks expedient and, in particular, may authorise any Person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the Persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders.

Accounts and financial statements

66. Records of account

The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

(b) all sales and purchases of goods by the Company; and

(c)  the assets and liabilities of the Company.

   Such records of account shall be kept at the registered office of the Company or, subject to the Act, at such other place as the Company may determine and shall be available for inspection by the Directors during normal business hours.

67. Financial year end

The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December of each year.

68. Financial statements

Subject to any rights to waive laying of accounts pursuant to the Act, financial statements as required by the Act shall be laid before the Shareholders at the annual general meeting of Shareholders.

Audit

69. Appointment of auditor

The Company shall appoint Auditors to hold office for such period and otherwise as in accordance with the Act. Whenever a casual vacancy occurs in the office of the Auditors, the audit committee may appoint Auditors to hold office until the close of the next annual general meeting. No Auditor may be a Shareholder and no Director, Officer or employee of the Company shall, during his or her continuance in office, be eligible to act as an Auditor of the Company.

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70. Remuneration of auditor

Unless fixed by the Company in a general meeting, the remuneration of the Auditor shall be as determined by the audit committee.

71. Report of the auditor

Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to provisions of the Act, the accounts of the Company shall be audited by the Auditor at least once in every year.

Notices

72. Notices to shareholders of the company

A notice may be given by the Company to any Shareholder either by delivering it to such Shareholder in person or by sending it to such Shareholder’s address in the Register of Shareholders or to such other address given for the purpose. For the purposes of thisBye-Law 72, a notice may be sent by mail, courier service, facsimile, email or other mode of representing words in a legible form.

73. Notices to joint shareholders

Any notice required to be given to a Shareholder shall, with respect to any shares held jointly by two or more Persons, be given to whichever of such Persons is named first in the Register of Shareholders and notice so given shall be sufficient notice to all of the holders of such shares.

74. Service and delivery of notice

Any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission (which shall be deemed to be two calendar days from deposit in the case of mail) and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if mailed, and the time when it was mailed, delivered to the courier or transmitted by facsimile, email, or such other method, as the case may be.

Seal of the company

75. The seal

The seal of the Company shall be in such form as the Board may from time to time determine. The Board may adopt one or more duplicate seals.

76. Manner in which seal is to be affixed

Subject toBye-Law 48, the seal of the Company shall not be affixed to any instrument except attested by the signature of a Director and the Secretary or any two Directors, or any person appointed by the Board for the purpose, provided that any Director, Officer or Resident Representative, may affix the seal of the Company attested by such Director, Officer or Resident Representative’s signature to any authenticated copies of theseBye-Laws, the incorporating documents of the Company, the minutes of any meetings or any other documents required to be authenticated by such Director, Officer or Resident Representative.Any such signature may be printed or affixed by mechanical means on any share certificate, debenture, share or other security certificate.

Winding-up

77. Winding-up/distribution by liquidator

If the Company shall be wound up, the liquidator may, with the sanction of a resolution of the Shareholders, divide amongst the Shareholders in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts as the liquidator shall think fit for the benefit of the Shareholders, provided that no Shareholder shall be compelled to accept any shares or other securities or assets whereon there is any liability.

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Alteration ofbye-laws

78. Alteration ofbye-laws

NoBye-Law shall be rescinded, altered or amended and no newBye-Law shall be made until the same has been approved by a resolution of the Board and by a resolution of the Shareholders; provided that (i)the approval of such resolution of the Shareholders with respect to anyno such rescission, alteration or amendment of, or the adoption of anyBye-Law or provision inconsistent with,Bye-Laws 8, 10, 11, 12, 35, 44, 52 and 53, thisBye-Law7845 or any material defined term used inany suchBye-Laws shall requiresuchBye-Law, shall permit the alteration or abrogation of any of the special rights attached to any class of preference shares then outstanding unless such rescission, alteration or amendment, or such newBye-Law, receives the affirmative vote of the holders of atleastthree-quarters of the total combined voting power of alltwo-thirds of the issued and outstanding shares ofthe Companythat class (or such lower threshold as may be set forth in the instrument defining the rights of that class), and (ii)anyno such rescission, alteration or amendment of, or the adoption of anyBye-Law or provision inconsistent with,Bye-Law 25 or 26 or any material defined term used in suchBye-Laws, shallnot affect the waiver of any claim or right of action with respect to past acts or omissions.

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Appendix D

Proposed Amendment to the Invesco Ltd. 2016 Global Equity Incentive Plan
First Amendment to the Invesco Ltd. 2016 Global Equity Incentive Plan
THIS FIRST AMENDMENT (this “Amendment”) is made as (As Amended And Restated June 15, 2021)

1. Purpose

The purpose of February 7, 2019 to the Invesco Ltd. 2016 Global Equity Incentive Plan (the “Plan”) is to give Invesco Ltd., a company organized under the laws of Bermuda (the “Company”) a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide the Company and its Affiliates with a long-term incentive plan providing incentives directly linked to Shareholder value.

2. Effective Date and Term of Plan

The Plan was initially adopted by the Board on February 11, 2016 and was amended effective May 9, 2019. This amendment and restatement was adopted by the Board on February 18, 2021 and, pending shareholder approval, is effective as of June 15, 2021 (the “Effective Date”). AnyAwards may be granted under the Plan until the date that is ten years after the Effective Date, unless the Plan is discontinued earlier pursuant to Section 14.

3. Types of Awards

Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock-Based Awards may be granted under the Plan.

4. Definitions

Except as otherwise specifically provided in an Award Agreement, each capitalized termsword, term or phrase used and not defined hereinin the Plan shall have the meaningsmeaning set forth in this Section 4 or, if not defined in this Section, the first place that it appears in the Plan.

“Affiliate” means a corporation or other entity controlled by, controlling or under common control with, the Company; provided, however, that solely for purposes of determining whether a Participant has a Termination of Service that is a “separation from service” within the meaning of Section 409A of the Code, an “Affiliate” of a corporation or other entity means all other entities with which such corporation or other entity would be considered a single employer under Sections 414(b) or 414(c) of the Code.

“Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Shares.

“Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other Stock-Based Award granted pursuant to the terms of the Plan.

“Award Agreement” means a written document or agreement setting forth the terms and conditions of a specific Award and any addendum thereto.

“Beneficiary” means the person(s) or trust(s) entitled by will or the laws of descent and distribution to receive any amounts payable or exercise any applicable rights under the Participant’s Awards after the Participant’s death.

“Board” means the Board of Directors of the Company.

“Cause” means, with respect to a Participant, (i) if such Participant is a party to an Individual Agreement at the time of the Termination of Service that defines such term (or word(s) of similar meaning), the meaning given in such Individual Agreement or (ii) if there is no such Individual Agreement or if it does not define Cause (or word(s) of similar meaning): (A) the Participant’s plea of guilty or nolo contendere to, or conviction of, (1) a felony (or its equivalent in a non-United States jurisdiction) or (2) other conduct of a criminal nature that has or is likely to have a material adverse effect on the reputation or standing in the community of the Company or any of its Affiliates, as determined by the Committee in its sole discretion, or that legally prohibits the Participant from working for the Company or any of its Affiliates; (B) a breach by the Participant of a regulatory rule that adversely affects the Participant’s ability to perform the Participant’s employment duties to the Company or any of its Affiliates in any material respect; (C) the Participant’s failure, in each case in any material respect, to (1) perform the Participant’s employment duties, (2) comply with the applicable policies of the Company or any of its Affiliates, (3) follow reasonable directions received from the Company or any of its Affiliates or (4) comply with covenants contained in any Individual Agreement or Award Agreement to which the Participant is a party; or (D) with respect to Participants employed outside of the United States, such other definition as may be codified under local laws, rules and regulations. With respect to a Participant’s termination of directorship, “Cause” shall include only an act or failure to act that constitutes cause for removal of a director under the Company’s Bye-Laws.

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“Change in Control” means any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of either (A) the then outstanding shares of the Company (the “Outstanding Company Shares”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or

(ii) during any period of twelve (12) consecutive months, individuals who, as of January 1, 2021 constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to January 1, 2021 whose election, or nomination for election by the Company’s Shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (each, a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Shares and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction of the Outstanding Company Shares and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan or related trust of the Company or of such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Corporate Transaction and (C) at least a majority of the members of the board of directors of the corporation (or other governing board of a non-corporate entity) resulting from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or

(iv) approval by the Shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, an event described above shall be a Change in Control with respect to an Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code only if such event is also a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code to the extent necessary to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor section, regulations and guidance.

“Committee” means the Compensation Committee of the Board or such other committee or subcommittee of the Board as may be appointed by the Board to act as the Committee under the Plan. If at any time there is no such Compensation Committee or other committee or subcommittee appointed by the Board, the Board shall be the Committee. The Committee shall consist of two or more directors, each of whom is intended to be, to the extent required by Rule 16b-3 of the Exchange Act, a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and, to the extent required by Section 162(m) of the Code, an “outside director” as defined under Section 162(m) of the Code. Any member of the Committee who does not meet the foregoing requirements shall abstain from any decision regarding an Award and shall not be considered a member of the Committee to the extent required to comply with Rule 16b-3 of the Exchange Act or Section 162(m) of the Code.

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“Disability” means, with respect to a Participant, (i) a “disability” (or words of similar meaning) as defined in any Individual Agreement to which the Participant is a party or (ii) if there is no such Individual Agreement or it does not define “disability” (or words of similar meaning): (A) a permanent and total disability as determined under the long-term disability plan applicable to the Participant; (B) if there is no such plan applicable to the Participant, “Disability” as determined by the Committee in its sole discretion; or (C) with respect to Participants employed outside the United States, such other definition as may be codified under local laws, rules and regulations. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition. Notwithstanding the foregoing, with respect to an Incentive Stock Option, “Disability” shall mean a “Permanent and Total Disability” as defined in Section 22(e)(3) of the Code and, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, “Disability” shall mean a “disability” as defined under Section 409A of the Code to the extent necessary to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder.

“Disaffiliation” means an Affiliate’s or business division’s ceasing to be an Affiliate or business division for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Affiliate or a sale of a business division of the Company).

“Eligible Individuals” means non-employee directors, officers, employees and consultants of the Company or any of its Affiliates, and prospective officers, employees and consultants who have accepted offers of employment or consultancy from the Company or any of its Affiliates.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Reference to any specific section of the Exchange Act shall be deemed to include such regulations and guidance issued thereunder, as well as any successor section, regulations and guidance.

“Fair Market Value” means, unless otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange on the date of measurement or, if Shares are not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares are traded, all as reported by such source as the Committee may select. If the Shares are not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion.

“Good Reason” means, with respect to a Participant, during the 24-month period following a Change in Control, actions taken by the Company or any of its Affiliates resulting in a material negative change in the employment relationship of the Participant who is an officer or an employee including, without limitation:

(i) the assignment to the Participant of duties materially inconsistent with the Participant’s position (including status, titles and reporting requirements), authority, duties or responsibilities, or a material diminution in such position, authority, duties or responsibilities, in each case from those in effect immediately prior to the Change in Control;

(ii) a material reduction of the Participant’s aggregate annual compensation, including, without limitation, base salary and annual bonus opportunity, from that in effect immediately prior to the Change in Control;

(iii) a change in the Participant’s principal place of employment that increases the Participant’s commute by 40 or more miles or materially increases the time of the Participant’s commute as compared to the Participant’s commute immediately prior to the Change in Control; or

(iv) any other action or inaction that constitutes a material breach by the Company or an Affiliate of any Individual Agreement.

In order to invoke a Termination of Service for Good Reason, a Participant must provide written notice to the Company or Affiliate with respect to which the Participant is employed or providing services of the existence of one or more of the conditions constituting Good Reason within ninety (90) days following the Participant’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have thirty (30) days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company or Affiliate fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s Termination of Service must occur, if at all, within ninety (90) days following such Cure Period in order for such termination as a result of such condition to constitute a Termination of Service for Good Reason.

“Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award, establishes the number of Shares to be subject to such Award and, in the case of an Option or Stock Appreciation Right, establishes the exercise price of such Award or (ii) such later date as the Committee shall provide in such resolution.

96        Invesco Ltd.

“Incentive Stock option” means any Option that is designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code and otherwise meets the requirements to be an “incentive stock option” set forth in Section 422 of the Code.

“Individual Agreement” means a written employment, consulting or similar agreement between a Participant and the Company or one of its Affiliates.

“ISO Eligible Employees” means an employee of the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code) or parent corporation (within the meaning of Section 424(e) of the Code).

“Nonqualified Option” means any Option that is not an Incentive Stock Option.

“Option” means an Incentive Stock Option or Nonqualified Option granted under Section 8.

“Other Stock-Based Award” means an Award of Shares or any other Award that is valued in whole or in part by reference to, or is otherwise based upon, Shares, including (without limitation) unrestricted stock, dividend equivalents and convertible debentures, granted under Section 11.

“Participant” means an Eligible Individual to whom an Award is or has been granted and who has accepted the terms and conditions of the Plan as set forth in Section 5(f) hereof.

“Performance Goals” means the performance goals established by the Committee in connection with the grant of Awards. In the case of Qualified Performance-Based Awards, (i) such goals shall be based on the attainment of specified levels of one or more of the following objective measures with regard to the Company (or an Affiliate, business division or other operational unit of the Company): operating revenues, annual revenues, net revenues, clients’ assets under management (“AUM”), gross sales, net sales, net asset flows, revenue weighted net asset flows, cross selling of investment products across regions and distribution channels, investment performance by account or weighted by AUM (relative and absolute performance), investment performance ratings as measured by recognized third parties, risk adjusted investment performance (information ratio, Sharpe ratio), expense efficiency ratios, expense management, operating margin, adjusted operating margin, net revenue yield on AUM, client redemption rates and new account wins and size of pipeline, market share, customer service measures or indices, success of new product launches as measured by revenues, asset flows, AUM and investment performance, profit margin, operating profit margin, earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization), earnings per share, adjusted earnings per share, diluted earnings per share, adjusted diluted earnings per share, earnings per share growth, adjusted earnings per share growth, diluted earnings per share growth, adjusted diluted earnings per share growth, operating income (including pre-cash bonus operating income or pre-incentive operating income), adjusted operating income (including pre-cash bonus adjusted operating income or pre-incentive adjusted operating income), cash bonus expense, incentive expense, pre- or after-tax income, net income, adjusted net income, free cash flow (operating cash flow less capital expenditures), cash flow per share, return on equity (or return on equity adjusted for goodwill), return on capital (including return on total capital or return on invested capital), return on investment, stock price appreciation, total shareholder return (measured in terms of stock price appreciation and dividend growth), cost control, business expansion or consolidation, diversification of AUM by investment objectives, growth in global position (AUM domiciled outside of United States), diversified distribution channels, successful integration of acquisitions, market value of a business or group based on independent third-party valuation) or change in working capital, and (ii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code.

“Performance Period” means that period established by the Committee during which any Performance Goals specified by the Committee with respect to such Award are to be measured.

“Qualified Performance-Based Award” means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 13.

“Restricted Stock” means an Award granted under Section 9.

“Restricted Stock Unit” means an Award granted under Section 10.

“Restriction Period” means, with respect to Restricted Stock and Restricted Stock Units, the period commencing on the date of such Award to which vesting restrictions apply and ending upon the expiration of the applicable vesting conditions and/or the achievement of the applicable Performance Goals (it being understood that the Committee may provide that restrictions shall lapse with respect to portions of the applicable Award during the Restriction Period).

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“Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

“Share” or “Shares” means common shares, par value $0.20 each, of the Company or such other equity securities that may become subject to an Award.

“Shareholder” has the same meaning as the term “Member” in the Companies Act 1981 of Bermuda. “Stock Appreciation Right” means an Award granted under Section 8(b).

“Term” means the maximum period during which an Option, Stock Appreciation Right or, if applicable, Other Stock-Based Award may remain outstanding as specified in the applicable Award Agreement.

“Termination of Service” means the termination of the Participant’s employment or consultancy with, or performance of services (including as a director) for, the Company and any of its Affiliates or, in the case of a director, when a director no longer holds office as a director of the Company. For Participants employed outside the United States, the date on which such Participant incurs a Termination of Service shall be the earlier of (i) the last day of the Participant’s active service with the Company and its Affiliates or (ii) the last day on which the Participant is considered an employee of the Company and its Affiliates, as determined in each case without including any required advance notice period and irrespective of the status of the termination under local labor or employment laws. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Affiliates shall not be considered Terminations of Service. With respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, “Termination of Service” shall mean a “separation from service” as defined under Section 409A of the Code to the extent required by Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder. A Participant has a separation from service within the meaning of Section 409A of the Code if the Participant terminates employment with the Company and all Affiliates for any reason. A Participant will generally be treated as having terminated employment with the Company and all Affiliates as of a certain date if the Participant and the Company or Affiliate that employs the Participant reasonably anticipate that the Participant will perform no further services for the Company or any Affiliate after such date or that the level of bona fide services that the Participant will perform after such date (whether as an employee or an independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if the Participant has been providing services for fewer than 36 months); provided, however, that the employment relationship is treated as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or, if longer, so long as the Participant retains the right to reemployment with the Company or any Affiliate.

5. Administration

(a) Committee. The Plan shall be administered by the Committee. The Committee shall, subject to Section 13, have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the Committee in its sole discretion shall have the authority, subject to the terms and conditions of the Plan:

(i) to select the Eligible Individuals to whom Awards may from time to time be granted;

(ii) to determine whether and to what extent Awards are to be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine, and to approve the form of Award Agreement and any related addendum;

(v) to adopt sub-plans and special provisions applicable to Awards granted to Participants employed outside of the United States, which sub-plans and special provisions may take precedence over other provisions of the Plan, and to approve the form of Award Agreement and any related addendum as may be applicable to such Awards;

(vi) subject to Sections 6(e), 8(e), 13 and 14, to modify, amend or adjust the terms and conditions of any Award;

(vii) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;

(viii) to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto);

(ix) subject to Section 13, to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee determines;

(x) to decide all other matters to be determined in connection with an Award;

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(xi) to determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant;

(xii) to establish any “blackout” period that the Committee deems necessary or advisable; and

(xiii) to otherwise administer the Plan.

(b) Delegation of Authority. To the extent permitted under applicable law and Section 13, the Committee may delegate any of its authority to administer the Plan to any person or persons selected by the Committee, including one or more members of the Committee, and such person or persons shall be deemed to be the Committee with respect to, and to the extent of, its or their authority.

(c) Procedures.

(i) The Committee may act by a majority of its members and, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 13, through any person or persons to whom it has delegated its authority pursuant to Section 5(b).

(ii) Any authority granted to the Committee may also be exercised by the independent directors of the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

(d) Discretion of Committee and Binding Effect. Any determination made by the Committee or an appropriately delegated person or persons with respect to the Plan or any Award shall be made in the sole discretion of the Committee or such delegate, including, without limitation, any determination involving the appropriateness or equitableness of any action, unless in contravention of any express term of the Plan. All decisions made by the Committee or any appropriately delegated person or persons shall be final and binding on all persons, including the Company, Participants and Eligible Individuals. Notwithstanding the foregoing, following a Change in Control, any determination by the Committee as to whether “Cause” or “Good Reason” exists shall be subject to de novo review.

(e) Cancellation or Suspension. Notwithstanding any other terms of the Plan (other than Section 8(e)), an Award Agreement or an Award, the Committee or an appropriately delegated person or persons, in its or their sole discretion, shall have full power and authority to determine whether, to what extent and under what circumstances any Award or any portion thereof shall be cancelled or suspended and may cancel or suspend any Award or any portion thereof. Without in any way limiting the generality of the preceding sentence, the following are examples, without limitation, of when all or any portion of an outstanding Award to any Participant may be canceled or suspended: (1) in the sole discretion of the Committee or any appropriately delegated person or persons, a Participant materially breaches (A) any duties of Participant’s employment (whether express or implied), including without limitation Participant’s duties of fidelity, good faith and exclusive service, (B) any general terms and conditions of Participant’s employment such as an employee handbook or guidelines, (C) any policies and procedures of the Company or any of its Affiliates applicable to the Participant, or (D) any other agreement regarding Participant’s employment with the Company or any of its Affiliates, or (2) without the prior written explicit consent of the Committee or any appropriately delegated person or persons (which consent may be granted or denied in the sole discretion of the Committee or such person or persons), a Participant, while employed by, or providing services to, the Company or any of its Affiliates, becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion), any business that is in competition with the Company or any of its Affiliates or with any business in which the Company or any of its Affiliates has a substantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion.

(f) Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (including electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. Except (i) as otherwise specified by the Committee, in its sole discretion, (ii) as otherwise provided in the Award Agreement, or (iii) in the case of non-executive directors who may not be required to sign or accept an Award, an Award shall not be effective unless the Award Agreement is signed or otherwise accepted by the Participant receiving the Award (including by electronic signature or acceptance). The Committee, in its sole discretion, may deliver any documents related to an Award or Award Agreement by electronic means. Award Agreements may be amended only in accordance with Section 14.

6. Shares Subject to Plan

(a) Plan Maximums. Subject to adjustment as described in Section 6(e), the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be 16,000,000.

(b) Individual and Award Limits. Subject to adjustment as described in Section 6(e),

(i) no Participant shall be granted Qualified Performance Based-Awards covering more than 2,000,000 Shares during any calendar year;

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(ii) the maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options shall be 6,000,000 Shares; and

(c) Source of Shares. Shares subject to Awards under the Plan may be authorized but unissued Shares, Shares held by the Company as treasury shares or, if required by local law, Shares delivered from a trust established pursuant to applicable law.

(d) Rules for Calculating Shares Issued; No “Share recycling” for Options or Stock Appreciation Rights. Shares that are subject to Awards granted under the Plan shall be deemed not to have been issued for purposes of the Plan maximums set forth in Section 6(a) and 6(b)(ii) to the extent that:

(i) the Award is forfeited or canceled, or the Award terminates, expires or lapses for any reason without Shares having been delivered;

(ii) the Award is settled in cash; or

(iii) the Shares are withheld by the Company to satisfy all or part of any tax withholding obligation related to an Award of Restricted Stock or an Award of a Restricted Stock Unit.

Shares that are tendered or withheld by the Company in payment of the exercise price of Options or Stock Appreciation Rights or to satisfy all or part of any tax withholding obligation related to such an Option or Stock Appreciation Right shall be counted as Shares that were issued. For the avoidance of doubt, Shares subject to an Option or a Stock Appreciation Right issued under the Plan that are not issued in connection with the stock settlement of that Option or Stock Appreciation Right upon its exercise shall not again become available for Awards or increase the number of Shares available for grant.

(e) Adjustment Provision.

(i) In the event of a merger, consolidation, stock rights offering, liquidation, or similar event affecting the Company or any of its Affiliates (each, a “Corporate Event”) or a stock dividend, stock split, reverse stock split, separation, spinoff, Disaffiliation, reorganization, extraordinary dividend of cash or other property, share combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), the Committee or the Board shall make such equitable and appropriate substitutions or adjustments to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 6(a) and 6(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards and (D) the exercise price of outstanding Awards.

(ii) In the case of Corporate Events, such adjustments may include, without limitation, (A) the cancellation of outstanding Awards in exchange for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Event with respect to which Shareholders receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Event over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid), and (B) the substitution of securities or other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards.

(iii) In connection with any Disaffiliation, separation, spinoff, or other similar event, the Committee or the Board may arrange for the assumption of Awards, or replacement of Awards with new awards based on securities or other property (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Affiliate or business division or by the entity that controls such Affiliate or business division following such event (as well as any corresponding adjustments to Awards that remain based upon Company securities). Such replacement with new awards may include revision of award terms reflective of circumstances associated with the Disaffiliation, separation, spinoff or other similar event.

(iv) The Committee may, in its discretion, adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other Company filings with the Securities and Exchange Commission; provided, however, that no such modification shall be made if the effect would be to cause an Award that is intended to be a Qualified Performance-Based Award to no longer constitute a Qualified Performance-Based Award. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the applicable Affiliate, business division or other operational unit of, or the manner in which any of the foregoing conducts its business, or other events or circumstances render the Performance Goals to be unsuitable, the Committee may modify such Performance Goals or the related minimum acceptable

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level of achievement, in whole or in part, as the Committee deems appropriate and equitable; provided, however, that no such modification shall be made if the effect would be to cause an Award that is intended to be a Qualified Performance-Based Award to no longer constitute a Qualified Performance-Based Award.

(f) Section 409A. Notwithstanding the foregoing: (i) any adjustments made pursuant to Section 6(e) to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; (ii) any adjustments made pursuant to Section 6(e) to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code; and (iii) in any event, neither the Committee nor the Board shall have the authority to make any adjustments pursuant to Section 6(e) to the extent the existence of such authority would cause an Award that is not intended to be subject to Section 409A of the Code at the Grant Date to be subject thereto.

7. Eligibility and Participation

Awards may be granted under the Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to ISO Eligible Employees.

8. Options and Stock Appreciation Rights

(a) Options. An Option is a right to purchase a specified number of Shares at a specified price that continues for a stated period of time. Options granted under the Plan may be Incentive Stock Options or Nonqualified Options. The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option.

(b) Stock Appreciation Rights. A Stock Appreciation Right is a right to receive upon exercise of the Stock Appreciation Right an amount in cash, Shares or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price per Share subject to the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Shares or both or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.

(c) Award Agreement. Each grant of an Option and Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the Grant Date, the exercise price, the term, vesting schedule, and such other provisions as the Committee shall determine.

(d) Exercise Price; Not Less Than Fair Market Value. The exercise price per Share subject to an Option or Stock Appreciation Right shall be determined by the Committee and set forth in the Plan.applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except as provided under Section 6(e) or with respect to Options or Stock Appreciation Rights that are granted in substitution of similar types of awards of a company acquired by the Company or an Affiliate or with which the Company or an Affiliate combines (whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, or otherwise) to preserve the intrinsic value of such awards.

(e) Prohibition on Repricing; No Cash Buyouts. Except as provided in Section 6(e) relating to adjustments due to certain corporate events, the exercise price of outstanding Options or Stock Appreciation Rights may not be amended to reduce the exercise price of such Options or Stock Appreciation Rights, nor may outstanding Options or Stock Appreciation Rights be canceled in exchange for (i) cash, (ii) Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original outstanding Options or Stock Appreciation Rights or (iii) other Awards, unless in each case such action is approved by the Company’s Shareholders.

(f) Prohibition on Reloads. Options or Stock Appreciation Rights shall not be granted under the Plan that contain a reload or replenishment feature pursuant to which a new Option or Stock Appreciation Right would be granted upon receipt or delivery of Shares to the Company in payment of the exercise price or any tax withholding obligation under any other stock option, stock appreciation right or other Award.

(g) Term. The term of an Option or Stock Appreciation Right granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed 10 years.

(h) Accelerated Expiration Date. Unless the Committee specifies otherwise in the applicable Award Agreement, an Option or Stock Appreciation Right granted under the Plan will expire upon the earliest to occur of the following:

(i)  The original expiration date of the Option or Stock Appreciation Right;

(ii) Death. The one-year anniversary of the Participant’s death;

(iii)Disability. The one-year anniversary of the Participant’s termination of employment with the Company and all Related Companies due to Disability;

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WHEREAS,

(iv) Termination of Employment. The date of the Participant’s termination of employment with the Company and all Related Companies for any reason other than death or Disability. Provided, however, that if the Participant is terminated by the Company other than for Cause or unsatisfactory performance, then 60 days following the Participant’s termination of employment.

(i) Vesting.

(i) Generally. Options and Stock Appreciation Rights shall have a vesting period of not less than one year from the date of grant except with respect to the death, Disability, involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, the occurrence of a Change of Control as outlined in Section 12 of this Plan, or as may be required or otherwise be deemed advisable by the Committee in connection with an Award granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines.

(j) Method of Exercise and Payment.

(i) Generally. Subject to the provisions of this Section 8 and the terms of the applicable Award Agreement, Options and Stock Appreciation Rights may be exercised, in whole or in part, by giving written (including electronic) notice of exercise specifying the number of Shares as to which such Options or Stock Appreciation Rights are being exercised and paying, or making arrangements satisfactory to the Company for the payment of, all applicable taxes pursuant to Section 1416(d).

(ii) In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the exercise price by (i) certified or bank check (ii) delivery of unrestricted Shares of the same class as the Shares subject to the Option already owned by the Participant (based on the Fair Market Value of the Shares on the date the Option is exercised), provided that the Shares have been held by the Participant for such period as may established by the Committee to comply with applicable law or (iii) such other method as the Committee shall permit in its sole discretion (including a broker-assisted cashless exercise or netting of Shares).

(k) No Shareholder Rights. A Participant shall have no right to dividends or any other rights as a Shareholder with respect to Shares subject to an Option or Stock Appreciation Right until such Shares are issued to the Participant pursuant to the terms of the Award Agreement.

9. Restricted Stock

(a) Nature of Awards and Certificates. Shares of Restricted Stock are actual Shares that are issued to a Participant subject to forfeiture under certain circumstances and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.

(b) Award Agreement. Each grant of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Grant Date, the period of restriction, the number of shares of Restricted Stock, vesting schedule, and such other provisions as the Committee shall determine. The Committee may, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock upon (A) the continued service of the Participant, (B) the attainment of Performance Goals or (C) the attainment of Performance Goals and the continued service of the Participant. In the event that the Committee conditions the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the Participant, the Committee may, prior to or at the time of grant, designate an Award of Restricted Stock as a Qualified Performance-Based Award. The conditions for grant or vesting and the other provisions of Restricted Stock Awards (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant.

(c) Vesting.

(i) Generally. Shares of Restricted Stock shall have a vesting period of not less than one year from the date of grant except with respect to the death, Disability, involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, the occurrence of a Change of Control as outlined in Section 12 of this Plan, or as may be required or otherwise be deemed advisable by the Committee in connection with an Award granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The Committee shall, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock upon such terms as outlined in the Award Agreement.

For purposes of an Award to a Non-Executive Director that is granted as of the date of the annual general meeting of shareholders, a vesting period shall be deemed to one year if it runs from the date of one annual general meeting of shareholders to the next annual general meeting of shareholders provided that such next meetings are at least 50 weeks apart.

(ii) Accelerated Vesting. Unless the Committee specifies otherwise in the applicable Award Agreement, in the event of the death, Disability or involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, a Change of Control as outlined in Section 12 of this Plan, or special circumstances determined by the Committee, an Award of Restricted Stock shall vest as of the termination of employment.

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(d) Restricted Shares Non-Transferrable. Subject to the provisions of the Plan and the applicable Award Agreement, during the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock.

(e) Rights of a Shareholder. Except as otherwise provided in this Section 9 or in the applicable Award Agreement, the Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a Shareholder of the Company holding the class or series of Shares that is the subject of the Restricted Stock, including, if applicable, voting and dividend rights.

(f) Dividends. Except as otherwise provided in the applicable Award Agreement, cash dividends with respect to the Restricted Stock will be currently paid to the Participant and, subject to Section 16(e) of the Plan, dividends payable in Shares shall be paid in the form of Restricted Stock of the same class as the Shares with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock; provided, however, that no dividends shall be paid with respect to Restricted Stock that is designated as a Qualified Performance-Based Award unless and until the Committee has certified that the applicable Performance Goals for such award have been met. Dividends shall accrue at the same rate as cash dividends paid on the Shares and applied to the number of Shares that vest. Such dividend equivalents shall be paid to the Participant in cash at the time the Shares are delivered. If any Shares of Restricted Stock are forfeited, the Participant shall have no right to future cash dividends with respect to such Restricted Stock, withheld stock dividends or earnings with respect to such Shares of Restricted Stock.

(g) Delivery of Shares. If and when any applicable Performance Goals are satisfied and/or the Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock, unrestricted Shares shall be delivered to the Participant as soon as administratively practicable.

(h) Termination of Service. Except as otherwise provided in the applicable Award Agreement, a Participant’s Shares of Restricted Stock shall be forfeited upon his or her Termination of Service.

10. Restricted Stock Units

(a) Nature of Awards. Restricted Stock Units represent a contractual obligation by the Company to deliver a number of Shares, an amount in cash or a combination of Shares and cash equal to the specified number of Shares subject to the Award, or the Fair Market Value thereof, in accordance with the terms and conditions set forth in the Plan and any applicable Award Agreement.

(b) Award Agreement. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Grant Date, the period of restriction, the number of Restricted Stock Units, vesting schedule, and such other provisions as the Committee shall determine. The Committee may, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock Units upon (A) the continued service of the Participant, (B) the attainment of Performance Goals or (C) the attainment of Performance Goals and the continued service of the Participant. In the event that the Committee conditions the grant or vesting of an Award of Restricted Stock Units upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the Participant, the Committee may, prior to or at the time of grant, designate an Award of Restricted Stock as a Qualified Performance-Based Award. The conditions for grant or vesting and the other provisions of Restricted Stock Units (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant.

(c) Vesting.

(i) Generally. Restricted Stock Units shall have a vesting period of not less than one year from the date of grant except with respect to the death, Disability, involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, the occurrence of a Change of Control as outlined in Section 12 of this Plan, or as may be required or otherwise be deemed advisable by the Committee in connection with an Award granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The Committee shall, prior to or at the time of grant, condition the grant or vesting of an Award of Restricted Stock Units upon such terms as outlined in the Award Agreement.

For purposes of an Award to a Non-Executive Director that is granted as of the date of the annual general meeting of shareholders, a vesting period shall be deemed to one year if it runs from the date of one annual general meeting of shareholders to the next annual general meeting of shareholders provided that such next meetings are at least 50 weeks apart.

(ii) Accelerated Vesting. Unless the Committee specifies otherwise in the applicable Award Agreement, in the event of the death, Disability or involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, a Change of Control as outlined in Section 12 of this Plan, or special circumstances determined by the Committee, an Award of Restricted Stock Units shall vest as of the termination of employment.

(d) Dividend Equivalents. The Committee may, in its discretion, provide for current or deferred payments of cash, Shares or other property corresponding to the dividends payable on the Shares (subject to Section 16(e) below),

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as set forth in an applicable Award Agreement; provided, however, that no such dividend equivalents shall be paid with respect to Restricted Stock Units that are designated as a Qualified Performance-Based Awards unless and until the Committee has certified that the applicable Performance Goals for such award have been met. Dividend equivalents shall accrue at the same rate as cash dividends paid on the Shares and applied to the number of Shares that vest. Such dividend equivalents shall be paid to the Participant in cash at the time the Shares are delivered. If a Participant’s Restricted Stock Units are forfeited, the Participant shall have no right to future dividend equivalents with respect to such Restricted Stock Units, withheld stock dividends or earnings with respect to such Restricted Stock Units.

(e) Termination of Service. Except as otherwise provided in the applicable Award Agreement, a Participant’s Restricted Stock Units shall be forfeited upon his or her Termination of Service.

(f) Payment. Except as otherwise provided in the applicable Award Agreement, Shares, cash or a combination of Shares and cash, as applicable, payable in settlement of Restricted Stock Units shall be delivered to the Participant as soon as administratively practicable after the date on which payment is due under the terms of an Award Agreement.

(g) No Shareholder Rights. Except as otherwise provided in the applicable Award Agreement, a Participant shall have no rights as a Shareholder with respect to Shares subject to Restricted Stock Units until such Shares are issued to the Participant pursuant to the terms of the Award Agreement.

11. Other Stock-Based Awards

Other Stock-Based Awards may be granted under the Plan; provided, that any Other Stock-Based Awards that are Awards of Shares that are unrestricted or with a minimum vesting schedule of less than one year shall only be granted in lieu of other compensation due and payable to the Participant Notwithstanding the foregoing, no more than 5% of the Shares authorized to grant under Section 6 may be granted with a minimum vesting schedule of less than one year.

12. Change in Control Provisions

The provisions of this Section 12 shall apply in the case of a Change in Control, unless otherwise provided in the applicable Award Agreement or any other provision of the Plan.

(a) Awards Not Assumed, etc. in Connection with Change in Control. Upon the occurrence of a transaction that constitutes a Change in Control, if any Awards are not assumed, converted or otherwise equitably converted or substituted in a manner approved by the Committee, then such Awards shall vest immediately at 100 percent before the Change in Control.

(b) Awards Assumed, etc. in Connection with Change in Control. Upon the occurrence of a transaction that constitutes a Change in Control, with respect to any Awards that are assumed, converted or otherwise equitably converted or substituted in a manner approved by the Committee, then, in the event of a Participant’s Termination of Service during the twenty-four (24) month period following such Change in Control, (x) by the Company other than for Cause or unsatisfactory performance, or (y) by the Participant for Good Reason:

(i) each outstanding Award shall be deemed to satisfy any applicable Performance Goals at 100 percent as set forth in the applicable Award Agreement;

(ii) any Options and Stock Appreciation Rights outstanding which are not then exercisable and vested shall become fully exercisable and vested. Any such Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remain outstanding as of the date of such Termination of Service may thereafter be exercised until the earlier of the third anniversary of such Change in Control and the last date on which such Option or Stock Appreciation Right would have been exercisable in the absence of this Section 12(b) (ii) (taking into account the applicable terms of any Award Agreement);

(iii) the restrictions and deferral limitations applicable to any Shares of Restricted Stock shall lapse and such Shares of Restricted Stock shall become free of all restrictions and become fully vested and transferable;

(iv) all Restricted Stock Units shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse, and any Restriction Period shall terminate, and such Restricted Stock Units shall be settled in cash or Shares (consistent with the terms of the Award Agreement after taking into account the effect of the Change in Control transaction on the Shares) as promptly as is practicable; and

(v) subject to Section 14, the Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s purposes.

(c) 409A Matters. Notwithstanding the foregoing, if any Award to a Participant who is subject to U.S. income tax is considered a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, this Section 12 shall apply to such Award only to the extent that its application would not result in the imposition of any tax or interest or the inclusion of any amount in income under Section 409A of the Code.

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(d) Other. In the event of a Change in Control, the Committee may in its discretion and upon at least ten (10) days’ advance notice to the affected Participants, cancel any outstanding Awards and pay to the holders thereof, in cash or Shares, or any combination thereof, the value of such Awards based upon the price per Share received or to be received by other Shareholders of the Company as a result of the Change in Control.

13. Qualified Performance-Based Awards; Section 16(b); Section 409A

(a) Qualified Performance-Based Awards.

(i) The provisions of the Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any Participant who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) in the tax year in which such Option or Stock Appreciation Right is expected to be deductible to the Company qualify for the Section 162(m) Exemption, that all such Awards shall therefore be considered Qualified Performance-Based Awards, and the Plan shall be interpreted and operated consistent with that intention. When granting any Award other than an Option or Stock Appreciation Right, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that (x) the recipient is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) with respect to such Award and (y) the Committee wishes such Award to qualify for the Section 162(m) Exemption, and the terms of any such Award (and of the grant thereof) shall be consistent with such designation (including, without limitation, that all such Awards be granted by a committee composed solely of “outside directors” (within the meaning of Section 162(m) of the Code)).

(ii) The Committee shall determine whether the applicable Performance Goals for a Qualified Performance-Based Award have been met with respect to a Participant for a Performance Period and, if they have been met, shall so certify and ascertain the amount of the applicable Qualified Performance-Based Award. No Qualified Performance-Based Awards will be paid or granted for a Performance Period until such certification is made by the Committee. The amount of such a Qualified Performance-Based Award designed to qualify for the Section 162(m) Exemption that is actually paid or granted to a Participant may be less than the amount determined by the applicable Performance Goal formula, at the discretion of the Committee, subject to the terms and conditions of the applicable Award Agreement, and shall be paid to the Participant at the time set forth in the applicable Award Agreement.

(iii) Performance Goals may be applied on a per share or absolute basis and relative to one or more peer group companies or indices, or any combination thereof, and may be measured pursuant to U.S. GAAP, non-GAAP or other objective standards in a manner consistent with the Company’s established accounting policies, all as the Committee shall determine at the time the Performance Goals for a Performance Period are established. In addition, to the extent consistent with the requirements of the Section 162(m) Exemption, the Committee may provide at the time Performance Goals are established for Qualified Performance-Based Awards that the manner in which such Performance Goals are to be calculated or measured may take into account, or ignore, capital costs, interest, taxes, depreciation and amortization and other factors over which the Participant has no (or limited) control including, but not limited to, restructurings, discontinued operations, impairments, changes in foreign currency exchange rates, extraordinary items, certain identified expenses (including cash bonus expenses, incentive expenses and acquisition-related transaction and integration expenses), the consolidation of investment products, other unusual non-recurring items, industry margins, general economic conditions, interest rate movements and the cumulative effects of tax or accounting changes.

(iv) No delegate of the Committee shall exercise authority granted to the Committee to the extent that the exercise of such authority would cause an Award designated as a Qualified Performance-Based Award not to qualify, or to cease to qualify, for the Section 162(m) Exemption.

(b) Section 16(b).

(i) The provisions of the Plan are intended to ensure that transactions under the Plan are not subject to (or are exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act and shall be construed and interpreted in a manner so as to comply with such rules.

(ii) Notwithstanding any other provision of the Plan to the contrary, if for any reason the appointed Committee does not meet the requirements of Rule 16b-3 of the Exchange Act or Section 162(m) of the Code, such noncompliance with the requirements of Rule 16b-3 of the Exchange Act and Section 162(m) of the Code shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.

(c) Section 409A. It is the intention of the Company that any Award to a Participant who is subject to U.S. income tax that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code shall comply in all respects with the requirements of Section 409A of the Code to avoid the imposition of any tax or interest or the inclusion of any amount in income thereunder, and the terms of each such Award shall be interpreted, administered and deemed amended, if applicable, in a manner consistent with this intention. Notwithstanding the foregoing, neither the Company nor any of its Affiliates nor any of its or their directors, officers, employees, agents or other service providers will be liable for any taxes, penalties or interest imposed on any Participant, Beneficiary or other person with respect to any amounts paid or payable (whether in cash, Shares or

2021 Proxy Statement        105

other property) under any Award, including any taxes, penalties or interest imposed under or as a result of Section 409A of the Code. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award to any Participant who is subject to U.S. income tax that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code:

(i) any payments (whether in cash, Shares or other property) to be made with respect to the Award upon the Participant’s Termination of Service that would otherwise be paid within six months after the Participant’s Termination of Service shall be accumulated (without interest, to the extent applicable) and paid on the first day of the seventh month following the Participant’s Termination of Service if the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the uniform policy adopted by the Committee with respect to all of the arrangements subject to Section 409A of the Code maintained by the Company and its Affiliates); and

(ii) any payment to be made with respect to an Award of Restricted Stock Units shall be delivered no later than 60 days after the date on which payment is due under the Award or as otherwise permitted under Treasury Regulations section 1.409A-3(g) for any portion of the payment subject to a dispute.

14. Amendment and Discontinuance

(a) Amendment and Discontinuance of the Plan. The Board or the Committee may amend, alter or discontinue the Plan, so long asbut no amendment, alteration or discontinuation shall be made which would materially impairsimpair the rights of a Participant with respect to a previously granted Award without such Participant’s consent, except thatsuch an amendment made to comply with applicable law or Applicable Exchange rule or to prevent adverse tax or accounting consequences to the Company or Participants.

(b) Amendment of Awards. Subject to Section 8(e), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall be madematerially impair the rights of any Participant with respect to an Award without the approvalParticipant’s consent, except such an amendment made to cause the Plan or Award to comply with applicable law, Applicable Exchange rule or to prevent adverse tax or accounting consequences for the Participant or the Company or any of its Affiliates.

15. Unfunded Status of Plan

It is currently intended that the Plan constitute an “unfunded” plan. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Company’s ShareholdersPlan.

16. General Provisions

(a) Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates or book entry for such Shares may include any legend or appropriate notation that the Committee deems appropriate to reflect any restrictions on transfer, and the Committee may take such other steps as it deems necessary or desirable to restrict the transfer of Shares issuable under the Plan to comply with applicable law or Applicable Exchange rules. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver Shares under the Plan unless such issuance or delivery complies with all applicable laws, rules and regulations, including the requirements of any Applicable Exchange or similar entity and the Company has obtained any consent, approval or permit from any federal, state or foreign governmental authority that the Committee determines to be necessary or advisable.

(b) Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting other or additional compensation arrangements for its employees.

(c) No Contract of Employment. Neither the Plan nor any Award Agreement shall constitute a contract of employment, and neither the adoption of the Plan nor the granting of any Award shall confer upon any employee any right to continued employment. Neither the Plan nor any Award Agreement shall interfere in any way with the right of the Company or any Affiliate to terminate the employment of any employee at any time.

(d) Required Taxes; No Tax Gross Ups. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the rate required to be withheld for tax purposes under applicable law, all in accordance with such procedures as the Committee establishes. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its

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Affiliates shall, to the extent permitted by law, have the right to deduct any such amendment would materially increasetaxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the numbersettlement of securities which may be issued under the Plan or to a Participant.

WHEREAS, the Board has determined to amend the Plan in the manner set forth below, subject to approvalwithholding obligations with Shares. Regardless of any arrangements made by the Shareholders.
NOW, THEREFORE,Company, any Affiliate or the Plan is hereby amended as follows, subject to approval by the Shareholders:

1.  Section 6(a) of the Plan is hereby amended and restated in its entirety as follows: “Subject to adjustment as provided in Section (e), the maximum number of Shares that may be issued pursuant to Awards under the plan shall be 31.5.”

2.  The last sentence of Section 9(b) of the Plan is hereby amended and restated in its entirety as follows: “ExceptCommittee with respect to the death, Disabilitywithholding or involuntary termination (other thanother payment of any federal, state, local or foreign taxes of any kind, the liability for Cause or unsatisfactory performance) ofall such taxes legally due from a Participant orremains the occurrenceresponsibility of the Participant. By accepting an Award, a corporate transaction (including but not limitedParticipant consents to a Changethe methods of Control) or special circumstances determinedtax withholding established by the Committee an Awardor otherwise made or arranged by the Company.

(e) Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock subject solely toat the continued servicetime of an employee and/orany dividend payment, and the attainmentpayment of Performance Goals shall have a vesting period of not less than two years from the date of grant.”

3.  The last sentence of Section 10(b) of the Plan is hereby amended and restated in its entirety as follows: “ExceptShares with respect to the death, Disability or involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, or the occurrence of a corporate transaction (including but not limiteddividends to a Change of Control) or special circumstances determined by the Committee, an AwardParticipants holding Awards of Restricted Stock Units, subject solelyshall only be permissible if sufficient Shares are available under Section 6 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the continued serviceShares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 16(e).

(f) Rights of a Beneficiary. Any amounts payable and any rights exercisable under an Award after a Participant’s death shall be paid to and exercised by the Participant’s Beneficiary, except to the extent prohibited by applicable law, Applicable Exchange rule or the terms of an applicable Award Agreement.

(g) Affiliate Employees. In the case of a forfeiture or cancellation of an Award to an employee and/orof any Affiliate, all Shares underlying such Awards shall revert to the attainment of Performance Goals shall have a vesting period of not less than two years from the date of grant.”Company.

4.  This Amendment(h) Governing Law and Interpretation. The Plan and all determinationsAwards made and actions taken pursuant heretothereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effectreference to principles of conflict of laws. The captions of the Plan are not part of the provisions hereof and shall have no force or effect.

(i) Non-Transferability. Awards under the Plan cannot be sold, assigned, transferred, pledged or otherwise encumbered other than by will or the laws of descent and distribution, except as provided in Section 6(e).

(j) Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are employed outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) tax, legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan. Notwithstanding any other provision of the Plan, Awards to Participants who are employed and/or otherwise subject to the conflictlaws of laws principles thereof.

5.  Excepta jurisdiction outside of the United States shall be subject to such terms and conditions as amended above,the Committee shall establish and set forth in an applicable Award Agreement, including any addendum thereto.

(k) Use of English Language. The Plan, each Award Agreement, and all other documents, notices and legal proceedings entered into, given or instituted pursuant to an Award shall be written in English, unless otherwise determined by the Committee. If a Participant receives an Award Agreement, a copy of the Plan or any other documents related to an Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the English version shall control.

(l) Recovery of Amounts Paid. All Awards granted under the Plan shall remainbe subject to any policy established by the Committee under which the Company may recover from current and former Participants any amounts paid or Shares issued under an Award and any proceeds therefrom. The Committee may apply such policy to Awards granted before the policy is adopted to the extent required by applicable law or Applicable Exchange rule or as otherwise provided by such policy.

(m) Notices. A notice or other communication to the Committee shall be valid only if given in full forcethe form and effect.to the location specified by the Committee.

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                                         invesco.com            PROXY-BRO-103-19

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2021 Proxy Statement        107

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invesco.com                                         PROXY-BRO-1 03-21

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Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/IVZ or scan the QR code – login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Using a black ink pen, mark your votes with an X as shown in this example. Sign up for electronic delivery at Please do not write outside the designated areas. www.envisionreports.com/IVZ 2021 Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals - The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4. 1. Election of Directors: + For Against Abstain For Against Abstain For Against Abstain 01 - Sarah E. Beshar 02 - Thomas M. Finke 03 - Martin L. Flanagan 04 - Edward P. Garden 05 - William F. Glavin, Jr. 06 - C. Robert Henrikson 07 - Denis Kessler 08 - Nelson Peltz 09 - Sir Nigel Sheinwald 10 - Paula C. Tolliver 11 - G. Richard Wagoner, Jr. 12 - Phoebe A. Wood For Against Abstain For Against Abstain 2. Advisory vote to approve the company’s 2020 3. Approval of the Amendment and Restatement of the Invesco executive compensation Ltd. 2016 Global Equity Incentive Plan 4. Appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2021 B Authorized Signatures - This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) – Please print date below. Signature 1 – Please keep signature within the box. Signature 2 – Please keep signature within the box. 1UPX + 03ELFB

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The 2021 Annual Meeting of Shareholders of Invesco Ltd. will be held on Thursday, May 13, 2021 at 1:00 p.m. Eastern Time, virtually via the internet at www.meetingcenter.io/293405929. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is – IVZ2021. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.envisionreports.com/IVZ Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/IVZ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Invesco Ltd. + Notice of 2021 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting – May 13, 2021 The undersigned hereby appoints G. Richard Wagoner, Jr., Martin L. Flanagan, L. Allison Dukes and Kevin Carome, and each of them, with power to act without the others and with power of substitution, as proxies and attorneys-in-fact, and hereby authorizes them to represent and vote, as provided on the other side, all the common shares of Invesco Ltd., which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the 2021 Annual General Meeting of Shareholders, or at any adjournment or postponement thereof, of Invesco Ltd., with all powers which the undersigned would possess if present at the meeting. (Items to be voted appear on reverse side) Restricted Shares Voting Instructions For certain Invesco Ltd. Employees who hold restricted shares received through one of the company’s equity incentive plans, when casting your vote, you are directing the record holder to vote all restricted common shares of Invesco Ltd. that are held in your account or participant trust, as applicable, that you are entitled to vote, in accordance with your instructions, and in accordance with the judgment of the record holder upon such other business as may come before the meeting and any adjournments or postponements thereof. C Non-Voting Items Change of Address – Please print new address below. Comments – Please print your comments below.

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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2021 Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals – The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4. 1. Election of Directors: + For Against Abstain For Against Abstain For Against Abstain 01 - Sarah E. Beshar 02 - Thomas M. Finke 03 - Martin L. Flanagan 04 - Edward P. Garden 05 - William F. Glavin, Jr. 06 - C. Robert Henrikson 07 - Denis Kessler 08 - Nelson Peltz 09 - Sir Nigel Sheinwald 10 - Paula C. Tolliver 11 - G. Richard Wagoner, Jr. 12 - Phoebe A. Wood For Against Abstain For Against Abstain 2. Advisory vote to approve the company’s 2020 3. Approval of the Amendment and Restatement of the Invesco executive compensation Ltd. 2016 Global Equity Incentive Plan 4. Appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2021 B Authorized Signatures – This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) – Please print date below. Signature 1 – Please keep signature within the box. Signature 2 – Please keep signature within the box. 1UPX + 03ELDB

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The 2021 Annual Meeting of Shareholders of Invesco Ltd. will be held on Thursday, May 13, 2021 at 1:00 p.m. Eastern Time, virtually via the internet at www.meetingcenter.io/293405929. All shareholders will need the password: IVZ2021. Shareholders who hold shares through an intermediary must register to attend the Annual Meeting by 5:00 p.m. Eastern Standard Time, on May 7, 2021. For additional information regarding how shareholders who hold shares through an intermediary, such as a bank or broker, may access, participate in, and/or vote at the virtual Annual Meeting, please refer to the Company’s Proxy Statement. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.edocumentview.com/IVZ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Invesco Ltd. Notice of 2021 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting – May 13, 2021 The undersigned hereby appoints G. Richard Wagoner, Jr., Martin L. Flanagan, L. Allison Dukes and Kevin Carome, and each of them, with power to act without the others and with power of substitution, as proxies and attorneys-in-fact, and hereby authorizes them to represent and vote, as provided on the other side, all the common shares of Invesco Ltd., which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the 2021 Annual General Meeting of Shareholders, or at any adjournment or postponement thereof, of Invesco Ltd., with all powers which the undersigned would possess if present at the meeting. (Items to be voted appear on reverse side)