Invesco Ltd.
For the period ended May 23, 2025. Filed Mar 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2025 · Filed Mar 28, 2025
IVZ$27.080.0%Stored close · as of Nov 6, 2026
Contents
Proxy Statement summary
| Proxy Statement Summary | Industry update and company performance Global capital markets experienced uneven growth in 2024, with an outsized emphasis on a small number of US-listed mega cap technology stocks and tempered by geopolitical events, all of which continued to drive volatility. As anticipated, the long-term secular trend of investor preference for passive capabilities, largely at the expense of higher fee actively managed strategies continued in 2024. Significant amounts of cash remained on the sidelines throughout the year, as investors reacted to the impact of persistently high interest rates and inflation in most major economies during the first part of the year. In the final months of 2024, cash remained on the sidelines given continued uncertainty on the future direction of interest rates and inflation. Despite these industry headwinds, Invesco’s broad diversification across investment capabilities, distribution channels and geographies enabled the company to take advantage of growth opportunities, and our diversified product lineup drove net long-term inflows, differentiating Invesco from many industry peers. We remain focused on our capital priorities, which include investing in our key growth capabilities, maintaining balance sheet strength and a strong liquidity profile, and returning capital to shareholders. As always, we are engaging 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 positioned to capitalize on future industry growth. |
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2025 Proxy Statement 1
| 2024 Financial performance 1. Represents or includes non-GAAP financial measures. See the information in Appendix A regarding non-GAAP financial measures. | 2024 Firm highlights1 | |
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| Business • ETFs and Index Strategies brought in $71.3 billion of net long-term inflows, a 17% organic growth rate, as we continue to increase scale in this area of high client demand. Our differentiated ETF line-up includes a focus on higher-value, higher fee market segments like smart beta. • Fundamental Fixed Income delivered $7.8 billion of net long-term inflows in 2024, as 3% organic growth overcame headwinds associated with uncertainty on interest rates. We continue to see steady ongoing growth in this area, reporting positive inflows for the sixth consecutive year. • Private Markets drove $4.1 billion of net long-term inflows in 2024, as record inflows in our bank loan ETF coupled with strong demand for CLOs offset a slower real estate market. We are gaining traction across our global private markets business, with continued adoption of INCREF on US Wealth platforms, successful fund raising for priority closed-ended strategies in EMEA and corporate debt and bank loan funds in APAC. • Organic growth was strong across distribution channels, with the retail and institutional channels contributing $60.0 billion and $5.1 billion in net long-term inflows, respectively, both higher versus prior year. • Growth was also well diversified by geography, with the Asia Pacific, Americas, and EMEA regions all delivering net long-term inflows of $26.1 billion, $21.8 billion, and $17.2 billion respectively for the year. • Invesco’s well-established position in China enabled the firm to overcome continued weak sentiment and market volatility in the country, with our China joint venture, Invesco Great Wall, delivering $10.4 billion of the firm’s net long-term inflows for the Asia Pacific Region. Japan drove $10.7 billion in net-long term inflows, supported by continued success distributing our global equity and income fund in the country, maintaining the fund as one of the top selling active retail mutual funds in Japan for 2024. India booked $2.8 billion in net long-term inflows, setting a strong foundation for continued growth as the company moves towards transitioning the firm’s India business to the joint venture structure announced in 2024. • Lower client demand for active equities industry-wide pressured net flows in Fundamental Equities, particularly in the global equities and emerging market segments where client demand remains weak, contributing to $24.2 billion in net long-term outflows. Investment Performance strengthened, with 71% of AUM ranking in the 1st or 2nd quartile versus peers on a 1-Yr basis and 64% on a 3-Yr basis. • Leadership continued to drive organizational simplification to better position the company for greater scale, stronger performance, and improved profitability. In 2024, these efforts included the establishment of a Global Product organization, a more focused Global Technology and Operations organization, and a re-aligned go-to-market model for Private Markets. We also streamlined global execution across our integrated fixed income | ||
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| platform, our highly focused multi-asset group, fundamental active equities, and areas such as marketing and digital delivery. | |
| Operating results • Invesco’s net long-term flows performance continued to outperform most asset manager peers in 2024. The firm delivered a long-term organic growth rate of 5%, representing $65.1 billion in net long-term inflows, while many industry peers experienced net long-term outflows. Sustained organic growth in key capability areas such as ETFs and Index, APAC Managed, Fundamental Fixed Income, and Private Markets enabled this result. We ended the year with more than $1.8 trillion in assets under management, driven by market gains augmented by net long-term inflows. • Net revenues1 of $4,400 million were 2% higher than 2023, driven by strong organic growth and market performance. This increase was tempered by the continuation of an industry-wide client-driven mix shift toward products that have lower net revenue yields, the more temporary preference of many investors for risk-off strategies given the uncertain interest rate and inflation outlook, and tepid 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 and continued management focus on disciplined expense management drove improvements in adjusted operating income, adjusted operating margin, and adjusted diluted EPS, while we continue to invest in areas of future growth and foundational technology projects that will benefit future scale. See page 49 for details on these metrics. | |
| Balance sheet • We maintained a strong balance sheet following the redemption of $600 million in senior notes in January 2024, which brought total debt to the lowest level in ten years. • Liquidity remains strong with Cash and cash equivalents of $1.0 billion at the end of the year. After considering debt, net cash2 was $96 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 cash is equal to cash and cash equivalents less debt. |
2025 Proxy Statement 3
| 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 | ||||
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| PROPOSAL 1: | ||||
| Election of directors | ||||
| Director highlights | ||||
| 6 | YEARS | 64 | YEARS | 4 |
| Average director nominee tenure on the Board · Average director nominee age · Number of new independent directors in the last four years | ||||
| 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 | ||||
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| PROPOSAL 2: | |||
| Advisory vote to approve the company’s executive compensation | |||
| Our compensation program uses a company scorecard to measure our financial performance and our organizational health FOR Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers | Invesco’s executive compensation program is designed to align executive compensation with the long-term interests of our shareholders. Our compensation program uses a company scorecard to measure our financial performance and our organizational health. Our compensation committee assesses the company’s quantitative performance through the company scorecard and qualitative individual achievements to determine each executive’s incentive compensation. The pay determination process reinforces our shareholder value framework. Pay for 2024 is aligned with performance. | ||
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| Andrew Schlossberg President and CEO | 2024 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 compensation committee decided that Mr. Schlossberg’s total incentive compensation (annual cash award + time-based equity + performance-based equity) should be $13.6 million, which is 107% of his 2024 incentive target, resulting in total compensation of $14.4 million. | ||
| Further information regarding executive compensation begins on page 41 of this Proxy Statement. | |||
2025 Proxy Statement 5
| FOR Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote “FOR” the appointment of PwC | PROPOSAL 3: Appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2025 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, 2025 is in the best interest of the company and our shareholders. |
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2025 Proxy Statement 7
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