Alan L. Smith
About Alan L. Smith
Alan L. Smith is Senior Managing Director and Chief Human Resources Officer (CHRO) at Invesco Ltd. (IVZ), serving since March 2024; age 57 with one year of tenure as of the 2025 proxy filing. He holds an Executive MBA from Columbia University and a BA in Government from Wesleyan University, and oversees global HR services and programs including compensation, incentive plans, recruiting, retention, performance management, and diversity and inclusion . Company performance during his tenure included continued execution on a pay-for-performance framework, adjusted operating income of $1.4 billion and a 31% adjusted operating margin in 2024, net long-term inflows of $65.1 billion (5% organic growth), and $71.3 billion of ETF/index inflows, with performance-based equity vesting tied to relative TSR and three-year average adjusted operating margin (AOM) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corebridge Financial (AIG subsidiary) | Chief Human Resources Officer | 2020–Feb 2024 | Led global people strategy (D&I, compensation & incentives, recruiting/retention, performance management, development, employee relations) supporting business separation and public company readiness . |
| Whittle Management, Inc. | HR Leadership | Not disclosed | Supported global K‑12 education transformation; HR leadership in a high-growth start-up environment . |
| TE Connectivity | HR Leadership | Not disclosed | HR leadership at a global electronics company; supported enterprise operations and talent programs . |
| Pfizer; Aon; Bank of America; John Hancock | Various HR roles | Not disclosed | Built HR capabilities across large-scale, regulated enterprises in healthcare, insurance, and banking . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Cornerstone Family Programs | Board Member | Not disclosed |
| Morris School District Board of Education | Board Member | Not disclosed |
Fixed Compensation
- Not individually disclosed for Alan L. Smith in the 2025 proxy; CHRO is not a Named Executive Officer (NEO) in IVZ’s disclosure. The compensation framework is set by the Compensation Committee using a company scorecard, with annual incentive targets based on role, and a company-wide incentive pool determined at 43% of revenue for 2024 .
Performance Compensation
- Program design (applies to executive officers): incentives are determined via a company scorecard (Financial Performance 66.7%; Organizational Health 33.3%), plus qualitative assessment of individual achievements; overall company score for 2024 was 107% .
- Performance equity vesting: based on relative TSR against a designated peer group and three-year average AOM; vesting from 0–150%, capped at 100% if three-year absolute TSR is negative .
| Metric | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|
| Company Scorecard – Financial Performance | 66.7% | Not disclosed | Included in overall 107% | Determined by committee | Equity vests per PSU matrix (relative TSR and 3-year avg AOM; 0–150%, negative absolute TSR cap at 100%) . |
| Company Scorecard – Organizational Health | 33.3% | Not disclosed | Included in overall 107% | Determined by committee | Same as above . |
Equity Ownership & Alignment
- Stock ownership policy for executive officers: 5x base salary within three years of the later of September 2023 or first appointment; until achieving guideline, retain 100% of net vested shares; unvested performance-based awards excluded from calculation. Hedging and pledging are prohibited for insiders .
- Compliance status: CEO and NEOs exceeded requirements as of Dec 31, 2024; other executive officers either exceeded or are anticipated to reach guidelines within the prescribed timeframe (individual status for Smith not disclosed). Based on his March 2024 appointment, guideline deadline is March 2027 under policy terms .
Insider transactions and current direct holdings:
| Date | Form | Transaction | Shares | Price | Direct Holdings After |
|---|---|---|---|---|---|
| 2024-03-18 | Form 3 | Initial statement of beneficial ownership | 0 | — | 0 |
| 2024-03-01 | Form 4 | Acquisition (Non-Open Market) | 8,641 | $0.00 | 8,641 |
| 2025-10-31 | Form 4 | Open-market sale (aggregated) | 160,000 | $23.5552 (range $23.54–$23.62) | 192 |
Ownership as % of shares outstanding and vested/unvested breakdown are not individually disclosed for Smith. Management-level ownership shows no pledging and aggregate insider ownership ~1.2% (group of 19 directors and executive officers) as of Feb 18, 2025, but individual CHRO holdings are not listed in that table .
Employment Terms
| Topic | Terms |
|---|---|
| Stock Ownership Guidelines | CEO: 10x salary; Other executive officers: 5x salary; 3-year timeline; retain 100% of net vested shares until compliant; excludes unvested PSUs; continued compliance not price-dependent once achieved . |
| Hedging & Pledging | Prohibited for directors, officers, employees, and controlled entities; no exceptions to date . |
| Clawback | Incentive-based compensation subject to forfeiture/recoupment for (i) material restatement, or (ii) “little r” restatement where current period would be materially misstated; applies to cash bonus, time-based equity, and performance-based equity . |
| Severance & Change-in-Control (Program) | Double trigger for accelerated vesting post-CIC if awards not assumed/converted or if involuntary termination (or good reason quit) within 24 months; no excise tax gross-ups; NEOs have 6–12 month notice periods with continued vesting during notice; jurisdictional mandates may allow continued vesting; specific CHRO agreement terms not disclosed . |
Performance & Track Record
- Culture/talent: In 2024, management implemented a new leadership framework; recruited CHRO (Smith) and CIOO to advance talent mission and next-gen technology, cited as contributing to execution momentum .
- Firm performance: 2024 adjusted operating income $1.4B; adjusted operating margin 31%; net revenues $4,400 million (+2% YoY); net long-term inflows $65.1B (5% organic growth); strong ETF and index inflows ($71.3B) .
Say‑on‑Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| 2025 Advisory Say‑on‑Pay | 307,275,572 | 11,943,264 | 35,929,944 |
Compensation peer group used for benchmarking and performance equity TSR comparisons: AllianceBernstein, Bank of NY Mellon, BlackRock, Franklin Resources, Goldman Sachs (Asset Management), Janus Henderson, Lazard, Morgan Stanley (Investment Management), Northern Trust, State Street, T. Rowe Price .
Compensation Structure Analysis
- Emphasis on at‑risk pay: company deploys a transparent scorecard; at least 60% of equity for executive officers is performance‑based (50% where mandated by local regulations); CEO cash bonus capped; no stock options or SARs; no tax gross‑ups; double‑trigger CIC vesting .
- 2024 incentive pool: set at 43% of revenue; overall scorecard outcome 107%, supporting pay-for-performance claims .
Risk Indicators & Red Flags
- Pledging/hedging: prohibited (positive governance signal) .
- Option repricing: prohibited without shareholder approval .
- Tax gross‑ups: none .
- Insider selling: Smith’s 160,000‑share open‑market sale on 10/31/2025 reduces direct holdings to 192 shares; indicates potential near‑term selling pressure, though absence of pledging/hedging and strong say‑on‑pay mitigate governance risk .
Investment Implications
- Alignment: Executive stock ownership policy (5x salary, retention until compliant), clawback, and prohibition on pledging/hedging support shareholder alignment even for non‑NEO executives like the CHRO .
- Incentive rigor: Performance equity tied to relative TSR and 3‑year avg AOM with negative TSR cap (100%) reduces windfall risk; 2024 scorecard at 107% indicates incentives paid for tangible results .
- Retention risk: As a relatively new hire (March 2024), Smith remains within the 3‑year ownership guideline window (through March 2027), which can anchor retention; no individual severance multiples disclosed, but double‑trigger CIC and notice period norms reduce abrupt departure risk .
- Trading signals: The 160k open‑market sale (10/31/2025) suggests potential short‑term supply; monitor for additional Form 4 filings and for whether holdings rebuild via time‑based or performance equity vesting . Strong say‑on‑pay support (shareholder vote) and firm‑wide performance improvements in 2024 balance this signal .