About Invesco

At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring partnerships and create better outcomes for our clients. The company focuses on four key long-term strategic objectives that are designed to sharpen our focus on client needs, further strengthen our business over time and help ensure our long-term success:

Invesco was founded

in and headquartered

in Atlanta, Georgia

in assets under management

for both retail and

institutional investors

Approximately

8,500¹

employees to better

serve our clients

120+

countries where we

service our clients

20+

countries where we

are on the ground to

leverage local presence

Deliver the excellence our clients expect

•  Achieve strong, long-term investment performance.

•  Deliver a quality investment process and a frictionless experience with superior engagement.

•  Provide advice and solutions to help our clients best manage their portfolios and succeed with their own clients.

Grow high demand investment offerings

•  Deliver ahead of clients’ expectations through product innovation, investment styles, and packaging options.

•  Focus our offerings at the intersection of high opportunity markets and high demand capabilities.

Create an environment where talented people thrive

•  Attract and develop high performing, diverse talent with skills aligned to deliver against business outcomes.

•  Create an inclusive and engaging culture that values diversity of thought which enables us to work as one team to deliver better outcomes.

Act like owners for all stakeholders

•  Be disciplined stewards of firm resources with a focus on profitable growth.

•  Invest in the success of our clients, our shareholders, and ourselves.

1. December 31, 2023.

DATE

Thursday

May 23, 2024

TIME

12:00 p.m.

Eastern Time

PLACE

Virtual Meeting

www.meetnow.global/

MQZGZ65

For details on how

to participate in the

virtual meeting, see

“How do I attend

the Annual General

Meeting” on page 106.  

RECORD DATE

March 15, 2024

Voting methods

Internet

Visit the web site

listed on your Notice

Telephone

Call the telephone number listed on your Notice

Mail

Sign, date and

return a requested

proxy card

Virtually

Attend the virtual

Annual General

Meeting

Who can vote

Only holders of record of Invesco Ltd. common shares on March 15, 2024 are entitled to notice of, to attend and vote at the Annual General Meeting and any adjournment or postponement thereof. Beginning on March 28, 2024, we mailed a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our Annual Report via the Internet to eligible shareholders.

During the Annual General Meeting, the audited consolidated financial statements

for the year ended December 31, 2023 of the company will be presented.

Your vote is important, and we encourage you to vote promptly, whether or not you

plan to attend the Annual General Meeting.

Robert H. Rigsby

Company Secretary

March 28, 2024

Board voting

recommendation

To elect eleven (11) directors to the Board of Directors to hold office until the annual general meeting of shareholders in 2025

To hold an advisory vote to approve the compensation paid to our named executive officers

To amend and restate the Invesco Ltd. 2016 Global Equity Incentive Plan to increase the number of shares authorized under the plan and make certain other revisions

To appoint PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2024

To vote on a shareholder proposal to request shareholder opportunity to vote on excessive golden parachutes

 AGAINST

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

G. Richard Wagoner, Jr.

has served as Chair of our

Board since 2019 and as a

non-executive director of our

company since 2013

Dear Fellow Shareholder,

The Invesco Ltd. Board of Directors recognizes the trust you place in us as stewards of your investment in the company. Together with Invesco’s leadership team, we are committed to executing the firm’s long-term strategy, which is focused on delivering strong outcomes for our clients, favorable returns to our shareholders, a positive workplace environment for our employees, and the long-term success of the business.

Invesco offers a diverse and deep array of market-leading investment capabilities, focused on meeting client needs and demands. While 2023 was a challenging year for the industry, Invesco’s performance demonstrated the strength of the firm’s position and platform, and ability to perform in an uncertain market cycle.

In line with the CEO succession plan noted in last year’s letter, on June 30, 2023, Andrew Schlossberg became President and CEO of Invesco, a well-earned elevation for his successful 22-year career at the firm. Andrew replaced Marty Flanagan, Invesco’s long-serving president and CEO, who continues to share his expertise as Chairman Emeritus through the end of this calendar year. Your board is pleased with the smooth and effective manner of this important leadership transition and looks forward to continuing our work with Andrew and his executive leadership team on your behalf.

Your board remains very optimistic about the future of both the asset management industry and the success of Invesco.

On behalf of the Invesco Board of Directors, thank you for your continued support.

Sincerely,

G. Richard Wagoner, Jr.

Chair

Andrew Schlossberg

has been President and Chief

Executive Officer of our

company and a director

since June 2023

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

Anticipating and meeting client needs

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

Building

balance sheet

strength remains

a priority

1.  Invesco data as of December 31, 2023.

2.  See the firm’s most recent 10-K and earnings materials at www.invesco.com for full disclosures related to the operating results. See information in Appendix A regarding non-GAAP measures.

Our continued fiscal discipline and companywide simplification efforts enabled Invesco to reallocate resources to areas of growth while achieving ongoing cost savings. We also made strides in implementing our Alpha platform, which

Positioned for the future: our people and expertise

We drive sustainable profitable growth by delivering capabilities that build enduring partnerships and create better outcomes for our clients.

Our people are

the driving force

that helps our

clients achieve

their investment

goals

Our people are the driving force behind achieving all our goals and success for our clients. We continued to take steps in 2023 that improve our ability to motivate, retain and attract top talent, with new or expanded programs that enhance organizational health, evolve our company culture and further support the strong diversity across our global firm.

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

Board diversity

Board oversight

Board skills and matrix

Stock ownership guidelines for NEDs

Proxy

Statement Summary

Changes in leadership

2023 was a year of significant change for the company. The company refreshed and further diversified its board by adding two new directors – Todd Gibbons and Elizabeth Johnson. Andrew Schlossberg also joined the Board when he was promoted to CEO. Rob Henrikson, our compensation committee chair, retired, and Bill Glavin was appointed chair of the compensation committee. Sadly, Denis Kessler, a valued member of our board since 2002, passed away in 2023.

In June 2023, Martin Flanagan retired as President and Chief Executive Officer, and Andrew Schlossberg was promoted into those roles. Additional changes were made to the executive leadership team with (i) Doug Sharp being appointed Head of the Americas and EMEA in connection with Mr. Schlossberg’s promotion; (ii) Stephanie Butcher and Tony Wong being appointed Co-Head of Investments after Greg McGreevey, our former Head of Investments, retired; and (iii) Jeff Kupor being appointed General Counsel after Kevin Carome, our former General Counsel, retired. In March 2024, Alan Smith joined the company as Chief Human Resources Officer, and we were saddened when Mark Giuliano, our Chief Administrative Officer since 2018 and key contributor to the executive leadership team, passed away.

These key executive leadership changes shaped our newly constituted executive leadership team along with existing members Allison Dukes and Andrew Lo.

Industry update and company performance

Global capital markets generally showed signs of improvement in 2023, though growth was narrowly concentrated and dampened by geopolitical tensions. As anticipated, the long-term secular trend of investor preference for passive capabilities, largely at the expense of higher fee actively managed strategies, continued to put downward pressure on industry revenue and operating margins. Investors also reacted to the impact of persistently high interest rates and inflation in most major economies

2023 Financial

performance

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

and moved significant amounts of assets to the sidelines to await greater clarity. Despite these industry headwinds, Invesco’s broad diversification across asset classes, distribution channels and geographies enabled the company to take advantage of growth opportunities. Importantly, our diversified product lineup drove net long-term inflows, differentiating Invesco from many industry peers. We remain focused on our capital priorities, which include improving our leverage profile, investing in our key growth capabilities, and returning capital to shareholders. As always, we are partnering with our clients to meet their most pressing needs in this dynamic economic and industry climate, and we are confident that our diversified platform of investment capabilities is poised to capitalize on future industry growth.

2023 Firm highlights¹

Business

•  ETFs and Index Strategies brought in $33.3 billion of net long-term inflows as we continue to increase scale in this area of high client demand. Our ETF line-up remains differentiated from most competitor offerings, with a focus on higher-value, higher fee market segments like smart beta.

•  Fixed income capabilities delivered $2.3 billion of net long-term inflows in 2023, overcoming headwinds associated with uncertainty on interest rates and slower economic conditions in China. We continue to see steady ongoing growth in this area, having reported positive in flows in 19 of the past 20 quarters.

•  Organic growth was strong across distribution channels, with the retail and institutional channels contributing $5.4 billion and $4.8 billion in net long-term inflows, respectively.

•  Growth was also well diversified by geography, with the Asia Pacific and EMEA regions delivering net long-term inflows; net flows in the Americas improved meaningfully from 2022.

•  Notably, Invesco achieved significant success distributing our global equity and income strategy in Japan, which positioned the fund as the top selling retail mutual fund in Japan for 2023. Driving $5.7 billion of the $10.1 billion net long-term inflows for Invesco’s Asia Pacific Region, this growth partially offset downward pressure driven by the difficult domestic economic conditions in China. While overall sentiment in China remained relatively weak, our well-established position in the country enabled us to generate positive organic growth in both Q2 and Q4.

•  Lower client demand for active equities industry-wide pressured net flows in fundamental equities, particularly in the global, international, and emerging market segments where client demand remains weak, contributing to $17.6 billion in net long-term outflows and year-over-year declines in net revenues. Net outflows in these strategies moderated during 2023 as compared to 2022 due to relative improvements in client sentiment.

•  Leadership drove organizational simplification to better position the company for greater scale, stronger performance, and improved profitability. These changes include the establishment of a single, globally integrated fixed income platform, the creation of a highly focused multi-asset group from what was previously operated through

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

Operating results

•  Invesco’s net flows performance continued to outperform most asset managers in 2023, with $10.2 billion in net long-term inflows, while many industry peers experienced net outflows. Sustained organic growth in key capability areas such as ETFs, fixed income, and private markets enabled this result. We ended the year with almost $1.6 trillion in assets under management, driven by market gains augmented by net long-term inflows.

•  Net revenues¹ of $4,311 million were 7% lower than 2022, influenced by the anticipated continuation of an industry-wide client-driven mix shift toward passive products, a more temporary preference of many investors for risk-off strategies given the uncertain interest rate outlook, weak markets and demand for global and emerging markets equities. Our ability to capture flows in our passive capabilities mitigated the decrease in revenue relative to that experienced by many peers with less diversified capabilities.

•  These revenue dynamics similarly pressured adjusted operating income, adjusted operating margin, and adjusted diluted earnings per share. Declines in each of these measures as compared to 2022 were partially mitigated through expense discipline, as management tightly managed discretionary expenses while continuing to invest in areas of future growth and foundational technology projects that will benefit future scale. See page 52 for details on these metrics.

Balance sheet

•  Invesco has increasingly built balance sheet strength. We continued to maintain our debt at lower levels in 2023, ending the year at $1.5 billion. In January 2024, we repaid $600 million senior notes.

•  Liquidity remains strong, supported by a $2 billion credit facility which was extended at favorable terms in 2023 and Cash and cash equivalents of approximately $1.5 billion. After taking into account available Cash and cash equivalents, Net debt² was $20 million at the end of the year.

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

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

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

Voting roadmap

Diversity of the Board

∎ Diverse gender

∎ Diverse nationality

∎ 0-3 yrs

∎ Diverse race

∎ 4-10 yrs

∎ 10+ yrs

Directors’ qualifications, skills and experience

7 of 11

Public company executive

3 of 11

Accounting and financial reporting

9 of 11

Executive strategy and execution

4 of 11

Technology

6 of 11

Industry experience

7 of 11

Marketing and client focus

10 of 11

International experience

8 of 11

Regulatory - government and legal

Advisory vote to approve the company’s executive compensation

Our compensation program uses a company scorecard to measure our financial performance and our organizational health

FOR

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers

Invesco’s executive compensation program is designed to align executive compensation with the long-term interests of our shareholders. Our compensation program uses a company scorecard to measure our financial performance and our organizational health. Our compensation committee assesses the company’s quantitative performance through the company scorecard and qualitative individual achievements to determine each executive’s incentive compensation. The pay determination process reinforces our shareholder value framework. Pay for 2023 is aligned with performance.

Andrew Schlossberg

President and CEO

2023 CEO Compensation

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

Mr. Schlossberg’s total compensation is aligned with the company’s performance. The committee decided that Mr. Schlossberg’s total incentive compensation (annual cash award + time-based equity + performance-based equity) should be $9.34 million, which is 90% of his 2023 incentive target.

Further information regarding executive compensation begins on page 42 of this Proxy Statement.

FOR

Recommendation of the

Board of Directors

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

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 and make certain other revisions.

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 employees with those of our shareholders

FOR

Recommendation of the

Board of Directors

The Board of Directors unanimously recommends a vote “FOR” the appointment of PwC

PROPOSAL 4:

Appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2024

The audit committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm for the year ending December 31, 2024 is in the best interest of the company and our shareholders.

AGAINST

Recommendation of the

Board of Directors

The Board of Directors unanimously recommends a vote “AGAINST” the shareholder proposal

PROPOSAL 5:

Shareholder proposal to request shareholder opportunity to vote on excessive golden parachutes

The Board believes it is in the best interest of the shareholders to vote against this proposal. Invesco maintains severance policies that apply to all employees (including named executive officers) that provide reasonable and appropriate limits on severance compensation. The company has a long-standing practice of paying reasonable severance, and shareholders already have an effective means to express their views on executive compensation. The Board also believes that the proposal discourages the use of equity incentive awards, which support alignment of our named executive officers with the interests of our shareholders. Finally, the Board believes that this proposal would put the company at a competitive disadvantage by limiting the company’s ability to attract, retain and motivate key talent.

•  A director holds office until such director’s successor has been duly elected and qualified or until such director’s death, resignation or removal from office under our Bye-Laws.

•  Each director is elected for a one-year term ending at the 2025 Annual General Meeting.

FOR

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote “FOR” the election to the Board of each of the director nominees

Vote required

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

•  Each nominee has indicated to the company that he or she would serve if elected. We do not anticipate that any director nominee will be unable to stand for election, but if that were to happen, the Board may reduce the size of the Board, designate a substitute or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director nominee will be cast for the substituted candidate.

Majority vote and director resignation

•  Under our Bye-Laws, at any general meeting held for the purpose of electing directors at which a quorum is present, each director nominee receiving a majority of the votes cast at the meeting will be elected as a director. However, if the number of nominees exceeds the number of positions available for the election of directors, the directors elected shall be those nominees who have received the greatest number of affirmative votes cast at the Annual General Meeting or by proxy.

•  If a nominee for director who is an incumbent director is not elected and no successor has been elected at the meeting, the director is required under our Bye-Laws to submit his or her resignation as a director. Our nomination and corporate governance committee would then make a recommendation to the full Board on whether to accept or reject the resignation.

•  If the resignation is not accepted by the Board, the director will continue to serve until the next annual general meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

•  If the director’s resignation is accepted by the Board, then the Board may fill the vacancy.

Board qualifications

•  Directors represent diverse views, experiences and backgrounds.

•  Directors possess the characteristics that are essential for the proper functioning of our Board.

•  Tenure of the members of our Board of Directors provides the appropriate balance of expertise, experience, continuity and new perspectives to serve the best interests of our shareholders.

•  As the Board considers new directors, it takes into account a number of factors, including individuals with skills that will match the needs of the company’s long-term global strategy and will bring diversity of thought, global perspective, experience and background to our Board.

Board diversity

•  The Board’s overall diversity is an important consideration in the director recruitment and nomination process.

-  The Board has adopted a Board-level diversity policy that recognizes the contribution of different perspectives, experiences and characteristics which promote strong corporate governance and contribute to a more effective decision-making process.

-  The Board seeks to maintain a Board with a range of experiences, knowledge, skills, backgrounds, viewpoints, and characteristics that collectively address the needs of the company.

-  The Board believes diversity allows the Board to make more informed judgments. With respect to diversity characteristics, the Board and its nomination and corporate governance committee considers gender, race, ethnicity, country of origin, nationality or cultural background, and other personal characteristics.

Average director nominee tenure on the Board

5 YEARS

Average director nominee age

63 YEARS

Number of new directors in the last three years

4

three of which increased Board diversity

Director nominees composition

Director nominees tenure on the Board

Director nominees independence

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

● 

Other public company boards

Sarah E. Beshar

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance (Chair)

Qualifications:

•  Industry experience

•  International experience

•  Regulatory-government and legal

Sarah E. Beshar               Age: 65    Tenure: 7 years 

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

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

Director qualifications

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

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

Thomas M. Finke

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Executive strategy and execution

•  Industry experience

•  International experience

•  Marketing and client focus

•  Regulatory - government and legal

Thomas M. Finke                Age: 60     Tenure: 4 years

Mr. Finke has served as a non-executive director of our company since 2020. Mr. Finke served as Chairman and Chief Executive Officer of Barings from 2016 through 2020 when he retired. He joined Barings predecessor Babson Capital Management in 2002 when Babson acquired First Union Institutional Debt Management. Mr. Finke was appointed Chairman and CEO of Babson Capital in 2008, and also served as Executive Vice President and Chief Investment Officer of Massachusetts Mutual Life Insurance Company from 2008 until 2011. Mr. Finke is a director of the National Math and Science Initiative and a Trustee of Davidson College. Mr. Finke served as a director of the Barings Funds Trusts, Barings Global Short Duration Fund and Barings Business Development Corp. He earned an M.B.A. from Duke University’s Fuqua School of Business and a bachelor’s degree from the University of Virginia’s McIntire School of Commerce.

Director qualifications

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

•  Industry experience: For more than 30 years, Mr. Finke’s financial career has included roles in both the banking and investment management industries providing him with an extensive knowledge of the investment management industry.

•  Public company board experience: Mr. Finke is a director of Alliance Entertainment Holding Corporation (audit, compensation and nominating and corporate governance (Chair) committees) and Executive Chair of the Board of Aimia Inc.

Thomas P. Gibbons

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  Industry experience

•  International experience

•  Accounting and financial reporting

•  Marketing and client focus

•  Regulatory-government and legal

Thomas P. Gibbons               Age: 67    Tenure: 1 year 

Thomas (“Todd”) P. Gibbons has served as a non-executive director since April 2023. He served as Chief Executive Officer of BNY Mellon (“BNYM”) and as a management director of BNYM from 2019 to 2022. Prior to becoming Chief Executive Officer, he served as Vice Chairman and CEO of Clearing, Markets and Client Management from 2017 to 2019. Mr. Gibbons also served from 2008 through 2017 as BNYM’s Chief Financial Officer. During his career at BNYM, Mr. Gibbons held leadership roles across risk, finance and client management, including serving as Chief Risk Officer for nearly a decade prior to 2008. Mr. Gibbons served as a director of PHH Corporation, a financial services company, from 2011 until 2017. Mr. Gibbons serves on the board of the Institute of International Finance, the board of trustees of Pace University and on the advisory board of Wake Forest University’s Business School. He received an M.B.A. from Pace University and a B.S. in Business Administration from Wake Forest University.

Director qualifications

•  Executive leadership, relevant industry experience: Mr. Gibbons is a financial services executive with extensive experience in banking, finance, risk management, client management and financial regulation.

•  Public company board experience: Mr. Gibbons has served as a director of Ally Financial, Inc. since August 2023.

William F. Glavin, Jr.

Non-executive director

Committees:

•  Audit

•  Compensation (Chair)

•  Nomination and Corporate Governance

Qualifications:

•  Executive strategy and execution

•  Industry experience

•  International experience

•  Marketing and client focus

•  Regulatory-government and legal

William (“Bill”) F. Glavin, Jr. has served as a non-executive director of our company since 2019 and is nominated pursuant to the MassMutual Shareholder Agreement described on pages 32-34. Mr. Glavin served as Vice Chairman of MM Asset Management Holding LLC from 2015 until his retirement in 2017. Previously, Mr. Glavin served as Chair of OppenheimerFunds Inc., (“OppenheimerFunds”), from 2009 to 2015, as Chief Executive Officer from 2009 to 2014, and as President from 2009 to 2013. Prior to joining OppenheimerFunds, Mr. Glavin held several senior executive positions at MassMutual Financial Group, including Co-Chief Operating Officer from 2007 to 2008 and Executive Vice President, U.S. Insurance Group from 2006 to 2008. He served as President and Chief Executive Officer of Babson Capital Management LLC (“Babson”), now known as Barings, LLC, a wholly owned indirect subsidiary of MassMutual, from 2005 to 2006, and Chief Operating Officer of Babson from 2003 to 2005. Prior to joining MassMutual, Mr. Glavin was President and Chief Operating Officer of Scudder Investments from 2000 to 2003. Mr. Glavin held senior positions at the Dreyfus Corporation, the Boston Company, State Street Bank and Trust Company, and Procter & Gamble. Mr. Glavin earned a B.A. from the College of the Holy Cross.

Director qualifications

•  Executive leadership, relevant industry experience: Mr. Glavin served five years as Chief Executive Officer of OppenheimerFunds and has over 20 years of experience in the asset-management industry.

•  Global business experience: Mr. Glavin’s experience as an executive of OppenheimerFunds and MassMutual has provided him with a global perspective that benefits our Board and our Management.

•  Public company board experience: Mr. Glavin serves as a member of the Board of Directors of LPL Financial Holdings Inc. (compensation and nominating and corporate governance committees).

Elizabeth S. Johnson

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  Industry experience

•  International experience

•  Technology

•  Marketing and client focus

Elizabeth S. Johnson has served as a non-executive director of our company since February 2023. Ms. Johnson has served as Chief Experience Officer of Citizens Financial Group, Inc. (“Citizens Financial”) since 2020 and as Vice Chair since April 2023. From 2015 to 2020, she served as the Chief Marketing Officer and Head of Virtual Channels of Citizens Financial. Prior to joining Citizens Financial, Ms. Johnson worked at Bain and Company, Inc. for 15 years. She serves on the Mass Fintech Hub Advisory Board and on the Board of The Home for Little Wanderers. Ms. Johnson received a B.A. in Economics and Mathematical Methods in Social Sciences from Northwestern University and an M.B.A. from Stanford University Graduate School of Business.

Director qualifications

•  Industry experience and client focus: Ms. Johnson is a financial services executive with extensive global experience in data and analytics, digital transformation, marketing and client-focused strategy, including growth, engagement and profitability in retail banking, payments and asset and wealth management.

Andrew R. Schlossberg

President and Chief Executive Officer

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate

   Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  Industry experience

•  International experience

•  Marketing and client focus

•  Regulatory - government and legal

Andrew Schlossberg has served as President and Chief Executive Officer of the company and a member of the Board since June 2023. Previously, he was Senior Managing Director and Head of the Americas from 2019 to June 2023 and was Senior Managing Director and Head of EMEA (which includes the U.K., continental Europe and the Middle East) from 2016 to 2019. Mr. Schlossberg joined Invesco in 2001 and has served in multiple leadership roles across the company, including his previous position as Head of U.S. Retail Distribution and global exchange-traded funds. He has also served as U.S. Chief Marketing Officer, Head of Global Corporate Development, and in leadership roles in strategy and product development in the company’s North American Institutional and Retirement divisions. Mr. Schlossberg currently serves on the Board of Governors and the Executive Committee of the Investment Company Institute. Prior to joining Invesco, Mr. Schlossberg worked with Citigroup Asset Management and its predecessors from 1996 to 2000. He earned a B.S. in finance and international business from the University of Delaware and an M.B.A. from the Kellogg School of Management at Northwestern University.

Director qualifications

•  Executive leadership, industry experience: Mr. Schlossberg has worked over 25 years in the asset management industry, including serving in leadership roles across numerous aspects of Invesco and in the United States, Europe and the Middle East.

1. Mr. Schlossberg has served on the Board since June 2023 and has been with Invesco for 23 years.

Sir Nigel Sheinwald

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  International experience

•  Regulatory-government and legal

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

Director qualifications

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

•  Public company board experience: Sir Nigel currently serves as a director of Oxford Instruments plc (sustainability committee (Chair), nomination, remuneration and audit and risk committees) and previously served on the Board of Directors of Royal Dutch Shell plc from 2012 to 2021.

Paula C. Tolliver

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  International experience

•  Technology

Paula C. Tolliver has served as a non-executive director of our company since 2021. She is the founder and principal of TechEdge, a consulting firm specializing in advising executive leadership on information technology strategies since 2020. Ms. Tolliver previously served as Corporate Vice President and Chief Information Officer at Intel Corporation, a technology company, from 2016 to 2019. Prior to joining Intel, Ms. Tolliver served as Corporate Vice President of Business Services and Chief Information Officer at The Dow Chemical Company (a wholly owned subsidiary of Dow, Inc.) from 2012 to 2016. Ms. Tolliver also led a services business for Dow Chemical, in addition to holding a variety of other roles in her 20 plus years with the company. Further, she is a director of Syniti, a private company and currently serves on its technology committee. Ms. Tolliver earned a bachelor’s degree in Business Information Systems from Ohio University.

Director qualifications

•  Executive Leadership/Technical: Ms. Tolliver has significant experience and expertise in the areas of information technology and innovation. In particular, she has expertise in driving business growth, digital transformation, advanced analytics, cybersecurity and operational excellence.

•  Public company board experience: Ms. Tolliver has served as a director of C.H. Robinson Worldwide, Inc. (audit and capital allocation committees) since 2018.

G. Richard Wagoner, Jr.

Chair of the Board

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  International experience

•  Accounting and financial reporting

•  Marketing and client focus

•  Regulatory-government and legal

G. Richard (“Rick”) Wagoner, Jr. has served as Chair of our company since 2019 and as a non-executive director of our company since 2013. Mr. Wagoner served as Chairman and Chief Executive Officer of General Motors Corporation (“GM”) from 2003 through 2009 and served as President and Chief Executive Officer from 2000 to 2009. Prior positions held at GM during his 32-year career with that company include President and Chief Operating Officer, Executive Vice President and President of North American Operations, Executive Vice President, Chief Financial Officer and Head of Worldwide Purchasing, and President and Managing Director of General Motors do Brasil. Mr. Wagoner is the non-executive chair of the Board of Directors of Excelitas Technologies, a privately-held company. In addition, he advises several financial firms, start-ups and early-stage ventures. Mr. Wagoner is a member of the Duke University’s Health System Board of Directors and chair of the Duke Kunshan University Advisory Board. He is a Trustee Emeritus of Duke University and served on the Virginia Commonwealth University Board of Visitors. In addition, he is an honorary member of the mayor of Shanghai, China’s International Business Leaders Advisory Council and the Catalyst Board of Directors. Mr. Wagoner received his B.A. from Duke University and his M.B.A. from Harvard University.

Director qualifications

•  Executive leadership, global business experience: Mr. Wagoner brings to the Board valuable business, leadership and management insights into strategic direction and international operations gained from his 32-year career with GM.

•  Accounting and financial reporting expertise: Mr. Wagoner also brings significant experience in public company financial reporting and corporate governance matters gained through his service with other public companies. He has been designated as one of our audit committee’s financial experts, as defined under the rules of the SEC.

•  Public company board experience: Mr. Wagoner has served on the Board of Graham Holdings Company (audit committee)since 2010 and on the Board of Charge Point Holdings, Inc. (audit committee) since 2017.

Christopher C. Womack

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  Technology

•  Marketing and client focus

•  Regulatory-government and legal

Christopher C. Womack has served as a non-executive director of our company since 2021 and is the Chairman, President and CEO of Southern Company. Prior to being named to his current role in 2023, he served as the Chairman, President and CEO of Georgia Power Company, a subsidiary of Southern Company, from 2021 to 2023 and served as Executive Vice President and President of External Affairs for Southern Company where he led overall external positioning and branding efforts prior to 2021. Mr. Womack joined Southern Company in 1988 and has held several leadership positions within Southern Company and its subsidiaries. He has served as Executive Vice President of External Affairs at Georgia Power Company and Senior Vice President and Senior Production Officer of Southern Company Generation, where he was responsible for coal, gas, and hydro generation for Georgia Power Company and Savannah Electric. He also served as Senior Vice President of Human Resources and Chief People Officer at Southern Company, as well as Senior Vice President of Public Relations and Corporate Services at Alabama Power Company. Prior to joining Southern Company, Mr. Womack worked for the U.S. House of Representatives for then- Congressman Leon E. Panetta. He holds a bachelor’s degree from Western Michigan University and a master’s degree from The American University.

Director qualifications

•  Executive leadership: In addition to his extensive leadership experience at The Southern Company, he is past Chair of the Board of the East Lake Foundation and is on the national Board of The First Tee. Mr. Womack also serves on the Georgia Ports Authority Board.

•  Public company board experience: Mr. Womack is also a director of Southern Company.

Phoebe A. Wood

Non-executive director

Committees:

•  Audit (Chair)

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  International experience

•  Accounting and financial reporting

•  Technology

Phoebe Wood has served as a non-executive director of our company since 2010. She is currently a principal at CompaniesWood where she advises and invests in start-up companies and early-stage ventures. She served as Vice Chairman, Chief Financial Officer and in other capacities at Brown-Forman Corporation from 2001 until her retirement in 2008. Prior to Brown-Forman, Ms. Wood was Vice President, Chief Financial Officer and a director of Propel Corporation (a subsidiary of Motorola) from 2000 to 2001. Previously, Ms. Wood served in various capacities during her tenure at Atlantic Richfield Company (ARCO) from 1976 to 2000. Ms. Wood currently serves as Chair of the Board of Trustees for the American Printing House for the Blind and is a Trustee of The Gheens Foundation. She is a Trustee Emerita of Smith College and served on the Board of Trustees of the University of Louisville and Pitzer College. Ms. Wood received her A.B. degree from Smith College and her M.B.A. from the University of California Los Angeles.

Director qualifications

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

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

•  Public company board experience: Ms. Wood serves on the following Boards: Leggett & Platt, Incorporated (audit (Chair) and nominating, governance and sustainability committees), Pioneer Natural Resources Company (audit, nominating and corporate governance (Chair) and sustainability and climate oversight committees) and PPL Corporation (people and compensation, executive and governance, nominating and sustainability (Chair) committees).

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 directors are independent and do not have a material relationship with the company: Sarah E. Beshar, Thomas M. Finke, Thomas P. Gibbons, William F. Glavin, Jr., Elizabeth S. Johnson, Sir Nigel Sheinwald, Paula C. Tolliver, G. Richard Wagoner, Jr., Christopher C. Womack 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.

During the calendar year ended December 31, 2023, the Board held 11 meetings (not including committee meetings).

Each then-serving 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 2023.

Nine of our then-serving directors attended the 2023 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 independent non-executive director, presides at the executive sessions of the non-executive directors.

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 Exchange Act, including the heightened independence standards for compensation committee and audit committee members.

Members:

Sarah E. Beshar

Thomas M. Finke

Thomas P. Gibbons

William F. Glavin, Jr.

Elizabeth S. Johnson

Sir Nigel Sheinwald

Paula C. Tolliver

G. Richard Wagoner, Jr.

Christopher C. Womack

Phoebe A. Wood (Chair)

Independence:

Each member of

the committee is

independent

and financially literate

Audit Committee

Financial Experts:

Ms. Wood, Mr. Gibbons

and Mr. Wagoner

qualify as defined

by SEC rules

Meetings held in 2023:

10

The Audit Committee

Under its charter, the committee:

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

•  members are appointed and removed by the Board;

•  meets at least quarterly;

•  periodically meets with the Chief Financial Officer, Chief Risk and Audit Officer and the independent auditor in separate executive sessions without members of senior management present; and

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

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

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

•  the independent auditor’s qualifications and independence;

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

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

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

Members:

Sarah E. Beshar

Thomas M. Finke

Thomas P. Gibbons

William F. Glavin, Jr.

(Chair)

Elizabeth S. Johnson

Sir Nigel Sheinwald

Paula C. Tolliver

G. Richard Wagoner, Jr.

Christopher C. Womack

Phoebe A. Wood

Independence:

Each member of

the committee is

independent

The Compensation Committee

Under its charter, the committee:

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

•  members are appointed and removed by the Board;

•  meets at least four times annually; and

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

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

•  annually approving the compensation structure for, and reviewing and approving the compensation of, senior management and non-executive directors;

•  overseeing the annual process for evaluating senior management performance;

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

•  assisting the Board with executive succession planning.

Meetings held in 2023:

7

Members:

Sarah E. Beshar (Chair)

Thomas M. Finke

Thomas P. Gibbons

William F. Glavin, Jr.

Elizabeth S. Johnson

Sir Nigel Sheinwald

Paula C. Tolliver

G. Richard Wagoner, Jr.

Christopher C. Womack

Phoebe A. Wood

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

•  members are appointed and removed by the Board;

•  meets at least four times annually; and

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

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

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

•  recommending to the Board potential nominees for election; and

Independence:

Each member of the committee is independent

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

Meetings held in 2023:

5

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.

Basic cash fee

Chair fee

Audit Committee

Chair fee

Basic shares fee

Sarah E. Beshar

Thomas M. Finke

Thomas P. Gibbons³

William F. Glavin, Jr.

Elizabeth S. Johnson³

Sir Nigel Sheinwald

Paula C. Tolliver

G. Richard Wagoner, Jr.

Christopher C. Womack

Phoebe A. Wood

Former Directors

C. Robert Henrikson⁴

Denis Kessler⁵

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

Represents the grant date fair value of the equity awards calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (““ASC 718””) by multiplying the number of shares granted by the closing price of the company’s common shares on the date of grant. Dividends and dividend equivalents on unvested equity awards are paid at the same time and rate as on our common shares.

For all amounts shown, reflects the annual grant of an equity award in the amount of 12,820 shares of common stock. In addition, (i) with respect to Mr. Gibbons includes a prorated equity award in the amount of 1,187 shares for service provided prior to the annual grant in May, and (ii) with respect to Ms. Johnson includes a prorated equity award in the amount of 3,155 shares for service provided prior to the annual grant in May.

As of December 31, 2023, for each of the non-executive directors other than Mr. Kessler, all equity awards granted during 2023 were outstanding. With respect to Mr. Kessler who died in June 2023, his full equity award granted during 2023 was accelerated as of his date of death under the terms of his award agreement.

Mr. Gibbons joined the Board in April 2023. Ms. Johnson joined the Board in February 2023.

Mr. Henrikson retired from the Board effective May 25, 2023.

Mr. Kessler died in June 2023. Treatment of his equity is described above in footnote 2.

Beshar

Finke

Gibbons²

Glavin

Johnson²

Represents common shares beneficially owned.

Based on current compensation levels, it is anticipated that Mr. Gibbons, who joined the Board in April 2023, and Ms. Johnson, who joined the Board in February 2023, will each attain the share ownership goal within the time period prescribed by the policy.

Candidates meet with the committee members, the Board Chair, the other directors and the CEO who assess candidates based on several factors, including whether the candidate has experience that will assist the company in seeking to meet its long-term strategic objectives and will bring diversity of thought and the desired qualifications to our Board. The Board has adopted a Board-level diversity policy that recognizes that it benefits from the contribution of different perspectives, experiences and characteristics which promote strong corporate governance and contribute to a more effective decision-making process. With respect to diversity characteristics, the Board and its nomination and corporate governance committee consider gender, race, ethnicity, country of origin, nationality or cultural background, and other personal characteristics.

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

•  Gender diversity

•  Accounting and financial reporting

•  Public company executive

•  Technology

•  Executive strategy and execution

•  Marketing and client focus

•  Industry experience

•  Regulatory - government and legal

•  International experience

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

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

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 an in-person 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.

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

Investor relations and senior management

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

In addition to our year-round shareholder engagement, for many years we have also conducted a targeted shareholder and proxy advisory outreach in the Fall of each year. In the Fall of 2023, we reached out to our top shareholders, representing approximately 62%¹ of our outstanding common stock. Seven of our shareholders, representing approximately 15%¹ of our outstanding common stock, requested and held meetings with our investor relations, corporate governance, executive compensation and ESG teams. Our directors have also engaged directly with shareholders in prior years. See Shareholder and proxy advisory outreach and feedback for more information on this outreach and related findings.

AUDIT COMMITTEE

Oversees the integrity of the company’s financial statements and other financial disclosures, the effectiveness of the company’s internal controls, the internal audit function, the independent auditors, and compliance with legal and regulatory requirements and approves related party transactions

COMPENSATION COMMITTEE

Reviews and discusses management’s assessment of the company’s compensation policies and programs to ensure they do not encourage excessive risk-taking

NOMINATION AND CORPORATE GOVERNANCE COMMITTEE

Reviews and discusses the company’s corporate governance practices to ensure they do not present excessive risks to the company and manages Board and committee succession and related risks

Proactive assessments of technical infrastructure and security resilience are performed on a regular basis which include penetration testing, offensive testing and maturity assessments.

Conducting due diligence on third-party service providers regarding cybersecurity risks prior to on-boarding, periodic assessment of cybersecurity risks for third-party service providers and continuous monitoring for new third-party cybersecurity incidents.

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 cybersecurity incident at Invesco or a third-party.

Mandatory annual employee security awareness training, which focuses on cyber threats and security in general.

Regular cyber phishing tests throughout the year to measure and raise employee awareness against cyber phishing threats.

•  improving financial education

•  protecting the environment

•  promoting environmental sustainability

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

•  supporting and collaborating with local civic and community organizations

Purpose and priorities

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

2

Talent

Enhancing diversity and representation

Belonging

Ensuring an inclusive culture where all colleagues feel safe and supported

4

Client and community

Moving our industry and our communities forward

Mandatory unconscious bias training for all 2023 employees

Employee Resource Groups: Invesco supports 12 ERGs — grassroots employee networks that represent the diversity of our employees. ERGs build partnerships and networks internally and drive a sense of belonging across the company.

New small group candid conversations called “Talks that Matter.”

Assess Invesco’s diversity efforts and the progress we are making toward building a more diverse, equitable and inclusive workplace (e.g., hiring practices, retention, culture of inclusion).

Understand our business practices, including diversity among third parties that do business with us (e.g., vendors), as well as the impact of our proxy voting approach.

Assess how Invesco interacts with and supports the communities in which we operate.

Number of shares

repurchased (#)

Aggregate

consideration ($)

Andrew R. Schlossberg

President and Chief Executive Officer

L. Allison Dukes

Senior Managing Director and Chief Financial Officer

Stephanie C. Butcher

Senior Managing Director and Co-Head of Investments

Douglas J. Sharp

Senior Managing Director and Head of the Americas and EMEA

Tony L. Wong

Senior Managing Director and Co-Head of Investments

 Retired executive officers

 Martin L. Flanagan¹

 Retired President and Chief Executive Officer

 Gregory G. McGreevey²

 Retired Senior Managing Director, Investments

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; and

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.

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 are 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.

Massachusetts Mutual Life Insurance Company

1295 State Street, Springfield, MA 01111

The Vanguard Group

100 Vanguard Boulevard, Malvern, PA 19355

BlackRock, Inc.

50 Hudson Yards, New York, NY 10001

Trian Fund Management, L.P.

280 Park Avenue, 41st Floor, New York, NY 10017

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.

On June 15, 2022, 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 81,369,908 common shares of Invesco and sole dispositive power with respect to 81,387,016 common shares of Invesco.

On February 13, 2024, 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 435,919 common shares, sole dispositive power with respect to 49,974,087 common shares and shared dispositive power with respect to 1,480,780 common shares, of Invesco.

On January 24, 2024, 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 43,135,234 common shares of Invesco and sole dispositive power with respect to 46,298,413 common shares of Invesco.

This information is based on a Schedule 13D/A filed on June 2, 2023 (the “Schedule 13D/A”) by Trian Fund Management, L.P. (“Trian”) and certain of its affiliates. Trian may be deemed to have shared voting power and shared dispositive power with regard to all of the foregoing shares.

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.

For Mr. Flanagan, includes an aggregate of 4,014,378 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.

Stephanie C. Butcher

Senior Managing Director
and Co-Head of Investments

Stephanie Butcher has served as Senior Managing Director and Co-Head of Investments since February 2023. Previously, she served as Chief Investment Officer in Invesco’s EMEA business overseeing the Henley Investment Centre, encompassing equities, fixed income and multi-asset capabilities from 2020 to February 2023. Ms. Butcher began her investment career at Lazard Asset Management before joining Aberdeen Asset Management in 1997. She joined Invesco in Henley in 2003 where she specialized in European equity income investing and was responsible for a number of European equity portfolios. Ms. Butcher holds an M.A. (Cantab) and a B.A. in history from Cambridge University.

L. Allison Dukes

Senior Managing Director
and Chief Financial Officer

Allison Dukes has served as Senior Managing Director and Chief Financial Officer of our company since 2020. In this role, she leads all global corporate finance functions, including strategic and financial planning, investor relations, corporate development, accounting, corporate tax, treasury and procurement as well as global public policy. Prior to joining Invesco, Ms. Dukes served as Chief Financial Officer of SunTrust Banks (now Truist Financial Corporation) from 2018 to 2019. Prior to becoming Chief Financial Officer, Ms. Dukes served in a series of leadership roles throughout her 20 years of service with SunTrust, including Head of Commercial & Business Banking, which included delivery of SunTrust’s investment banking and capital markets capabilities, President and Chief Executive Officer of the Atlanta Division of SunTrust, Co-Head of Private Wealth Management, and Head of Syndicated Finance Originations. Ms. Dukes also currently serves as a director of Haverty Furniture Companies, Inc. (nominating, compensation and governance committee (Chair)). Ms. Dukes also served as the past Board Chair for Junior Achievement of Georgia and currently serves on the Board of Trustees of Children’s Healthcare of Atlanta and Emory University. 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.

Jeffrey H. Kupor

Senior Managing Director
and General Counsel

Jeffrey Kupor has served as Senior Managing Director and General Counsel since January 2023. Mr. Kupor joined Invesco in 2002 and has held a number of legal roles, including most recently as Head of Legal, Americas from 2018 to 2022, which role he was responsible for legal support for Invesco’s Americas business. Prior to joining the firm, he practiced law at Fulbright & Jaworski LLP (now known as Norton Rose Fulbright), specializing in complex commercial and securities litigation. He also served as the general counsel of a publicly traded communication services company. Mr. Kupor currently serves on the Board of ICI Mutual Insurance Company, the U.S. investment management industry captive insurer, and the Boards of Trustees of the closed-end fund, open-end fund and interval fund investment companies in the Invesco funds complex. He earned a B.S. degree in economics from the Wharton School at the University of Pennsylvania and a J.D. from the Boalt Hall School of Law (now known as Berkeley Law) at the University of California at Berkeley.