Andrew R. Schlossberg
InvescoAbout Andrew R. Schlossberg
Andrew R. Schlossberg is President, Chief Executive Officer and a director of Invesco Ltd., serving as CEO and board member since 2023 (age 51; ~2 years in role, 24 years with Invesco). He previously led Invesco’s Americas (2019–2023) and EMEA businesses (2016–2019). He holds a B.S. in finance and international business from the University of Delaware and an MBA from Northwestern University’s Kellogg School of Management . In 2024 under his leadership, Invesco delivered $65.1B of net long-term inflows, net revenues of $4.4B, adjusted operating income of $1.4B, adjusted operating margin of 31.1%, and adjusted diluted EPS of $1.71; the company’s TSR index value for 2024 was 122 (value of $100 investment) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Invesco Ltd. | President & CEO; Director | 2023–present | Drives long-term strategy emphasizing ETFs/Index, APAC growth, private markets; improved AOM to 31.1% and net revenues to $4.4B in 2024 . |
| Invesco Ltd. | Sr. Managing Director & Head of the Americas | 2019–2023 | Led Americas distribution and strategy prior to CEO appointment . |
| Invesco Ltd. | Sr. Managing Director & Head of EMEA | 2016–2019 | Ran EMEA platform (U.K., continental Europe, Middle East), strengthening global footprint . |
| Invesco Ltd. | Multiple leadership roles | 2001–present | 25+ years in asset management; global operating and client leadership . |
| Citigroup Asset Management | Roles at CAM and predecessors | 1996–2000 | Product and distribution experience in global asset management . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Investment Company Institute (ICI) | Board of Governors; Executive Committee | Current |
| Business Roundtable | Member | Current |
| Civic/community organizations | Board roles (various) | Current |
Fixed Compensation
Multi-year CEO compensation (SEC Summary Compensation Table):
| Year | Salary ($) | Share awards ($) | Non-equity incentive plan compensation ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 750,000 | 6,239,369 | 4,092,750 | 150,222 | 11,232,341 |
| 2023 | 625,000 | 8,323,081 | 2,801,250 | 115,600 | 11,864,931 |
| 2022 | 500,000 | 3,449,992 | 1,495,541 | 38,744 | 5,484,277 |
2024 incentive determination (committee decisions, not SCT presentation):
| Component | Amount ($) |
|---|---|
| Base salary | 750,000 |
| Cash bonus | 4,092,750 |
| Time-based equity | 3,819,900 |
| Performance-based equity | 5,729,850 |
| Total annual compensation | 14,392,500 |
| 2024 CEO incentive target | 12,750,000 |
| Payout vs target | 107% |
Program guardrails: CEO cash bonus capped at lesser of $10M or 30% of incentive pay; total CEO pay capped at $25M . 70% of CEO incentive is deferred .
Performance Compensation
Annual incentive scorecard (short-term)
Weighting: 66.7% Financial Performance (five metrics equally weighted); 33.3% Organizational Health; overall outcome 107% for 2024 .
| Financial Metric | 2024 Target | 2024 Performance | Outcome (%) |
|---|---|---|---|
| Net long-term flows ($B) | 33.5 | 65.2 | 130% |
| Net revenues ($MM) | 4,368 | 4,400 | 104% |
| Adjusted operating income ($MM) | 1,350 | 1,371 | 106% |
| Adjusted operating margin (%) | 30.9% | 31.1% | 104% |
| Adjusted diluted EPS ($) | 1.61 | 1.71 | 108% |
| Financial outcome score | — | — | 110% |
| Organizational Health outcome | — | — | 102% |
| Total company score | — | — | 107% |
Notes: Committee applies structured judgment but did not exercise discretion for 2024; total incentive outcomes can range 0–130% of target .
Long-term equity (PSUs) — vesting metrics and rigor
| Feature | Details |
|---|---|
| Measures | 3-year average Adjusted Operating Margin (AOM) and Relative TSR vs peer group |
| Vesting range | 0%–150% of target; capped at 100% if absolute 3-year TSR is negative |
| Example rigor | 2022 PSUs vested at 17% of target (AOM 32.1%, relative TSR 22nd percentile) |
| 2025–2027 matrix | Graduated vesting by AOM and TSR percentile; e.g., AOM ≥34% yields 100%–150% depending on TSR rank; at ≤24% AOM, vesting ranges 0%–100% depending on TSR |
| Peer set for Relative TSR | AllianceBernstein, BNY Mellon, BlackRock, Franklin, Goldman Sachs (AM), Janus Henderson, Lazard, Morgan Stanley (IM), Northern Trust, State Street, T. Rowe Price |
2024 equity grants (grant-date detail)
| Grant date | Type | Vesting | Shares/Target (#) | Max (#) | Price ($/sh) | Grant-date fair value ($) |
|---|---|---|---|---|---|---|
| 2/28/2024 | Time-based | 25% annually over 4 years | 170,994 | — | 15.29 | 2,614,498 |
| 2/28/2024 | Performance-based (PSU) | 3-year cliff (2/28/2027) | 256,491 target | 384,737 | 15.29 | 3,624,871 |
Invesco does not grant stock options or SARs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 819,645 common shares; 608,653 deferred share awards; total 1,428,298 (as of Feb 18, 2025) |
| % of outstanding | <1% (no individual director/NEO >=1%) |
| Unvested outstanding (12/31/2024) | 606,321 time-based shares ($10,598,491) and 437,659 PSUs at target ($7,650,280) |
| 2024 shares vested | 108,149 shares vested in 2024; total value $1,696,254 |
| Stock ownership guidelines | CEO required to hold ≥10x base salary; CEO exceeded requirement as of 12/31/2024; retain 100% of net vested shares until met; exclude unvested PSUs from calculation |
| Hedging/pledging | Hedging prohibited (no exceptions made); no short selling or pledging by insiders |
| Insider trading controls | Pre-clearance and blackout periods apply |
Insider selling pressure indicators:
- Net share withholding: Company repurchased 49,505 shares from Schlossberg in 2024 for tax withholding upon vesting ($776,353) .
- Forward vesting cadence: 2024 time-based grants vest 25% annually on grant anniversaries; PSUs cliff vest after the 3-year performance period (scheduled 2/28/2027), subject to AOM/TSR outcomes .
Employment Terms
| Provision | Terms |
|---|---|
| Employment notice | 6–12 month notice periods apply to NEOs (company-wide) |
| Severance | Termination without cause/unsatisfactory performance: equity continues/accelerates per award terms; estimated value tied to share price. No excise tax gross-ups |
| Change-in-control | Double-trigger (award not assumed OR qualifying termination within 24 months); estimated equity value reflects target for PSUs |
| Clawback | Applies to incentive-based compensation upon financial restatements (both “Big R” and “little r”) |
| Non-compete/solicit | Not specified in proxy beyond ongoing covenants referenced for severance eligibility |
Estimated equity value upon termination (12/31/2024 assumption; $17.48/share): $18,248,771 for involuntary termination, CIC, or death/disability (equity component only) .
Board Governance (CEO as Director)
- Board service: Director since 2023; CEO does not serve on Board committees; non-executive directors comprise all standing committees .
- Independence: Majority independent board; Schlossberg (management) is not independent; separate independent Chair (G. Richard Wagoner, Jr.) .
- Meeting cadence/attendance: Board held 12 meetings in 2024; each director attended ≥75% of Board and committee meetings; non-executive directors meet in executive session quarterly .
- Dual-role implications: Roles of CEO and Chair are separated to enhance oversight, objective CEO evaluation, and information flow control by independent Chair .
- Other public boards: CEO does not currently serve on other public company boards .
- Director pay: CEO receives no compensation for director service .
Director Compensation (for context)
Non-executive director pay in 2024: $120,000 cash retainer; Chair $230,000 additional; audit chair $50,000; comp/NCG chairs $20,000; equity grant $195,000 (1-year vest). No changes for 2025 .
Compensation Structure Analysis
- Heavy at-risk/deferred mix: 95% of CEO pay variable; 70% of CEO incentive deferred; at least 50% of equity is performance-based (PSUs) .
- Rigor and downside: PSU vesting 0–150% with negative absolute TSR cap at 100%; 2022 PSU cohort vested at 17% of target, evidencing rigor .
- Balanced short-term metrics: Five financial metrics equally weighted within a 66.7% Financial bucket plus 33.3% Organizational Health; 2024 outcome 107% .
- Peer calibration and governance: Independent advisor (Johnson Associates); defined compensation peer group for benchmarking and PSU TSR .
- Risk controls: No options/SARs; no repricing; no pledging/hedging; no SERP; no tax gross-ups; double-trigger CIC; clawback policy .
Related Party Transactions and Other Notes
- Net share withholding repurchases: Company purchased 49,505 shares from Schlossberg for tax withholding on vesting in 2024 ($776,353) .
- Executive investments alongside clients: Allowed in certain Invesco-sponsored vehicles (generally fee-reduced); no distributions >$120,000 to executives in 2024 .
- Major shareholder context: MassMutual owns ~18.2% of common shares and has governance rights; MassMutual designee on the Board (Glavin) .
Performance & Track Record
- 2024 operating momentum: Net long-term inflows $65.1B; AUM ended >$1.8T; net revenues $4.4B; adjusted operating income $1.4B; adjusted operating margin 31.1%; adj. diluted EPS $1.71 .
- Capital allocation and balance sheet: Redeemed $600M senior notes in 2024; lowest debt in 10 years; cash $1.0B; payout ratio 54% via buybacks and dividends .
- Strategic focus: Growth in ETFs/Index ($71.3B inflows in 2024), Fundamental Fixed Income, and Private Markets; geographic strength across APAC/EMEA/Americas .
Compensation Peer Group (benchmarking)
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 .
SAY-ON-PAY & Shareholder Engagement (select disclosures)
- Annual say-on-pay vote; robust shareholder outreach (engaged shareholders representing ~71% of outstanding in 2024) .
- Compensation committee independent advisor; no consultant conflicts identified .
Risk Indicators & Red Flags
- No pledging or hedging (prohibited); pre-clearance and blackout policy in place .
- No option repricing; no SERP/supplemental retirement; no tax gross-ups; double-trigger CIC protection only .
- PSU outcomes can meaningfully underperform (e.g., 17% vest for 2022 grant), limiting windfalls in weak TSR environments .
Director/Officer Ownership Snapshot (for trading alignment)
| Holder | Common shares beneficially owned | Deferred share awards | Total | Notes |
|---|---|---|---|---|
| Andrew R. Schlossberg | 819,645 | 608,653 | 1,428,298 | No shares pledged; <1% of outstanding . |
Investment Implications
- Alignment signals: High deferred, performance-conditioned equity (70% of CEO incentive deferred; PSUs 0–150% with negative TSR cap) ties realized pay to multi-year AOM and relative TSR, reducing windfall risk and incentivizing margin discipline and competitive alpha/flows .
- Supply/overhang: Significant unvested equity (≈1.04M shares at target: 606k time-based + 438k PSUs) plus regular tax-withholding “net share” sell-backs create periodic technical supply, though CEO meets 10x salary ownership guideline and must retain net vested shares until guideline met .
- Retention/CIC economics: No gross-ups; double-trigger equity vesting; termination/CIC equity value sensitivity ($18.25M at $17.48) indicates meaningful equity at risk if performance lags, supporting retention but limiting undue golden parachute optics .
- Governance mitigants: Independent chair, fully independent committees, strong clawback/hedging/pledging prohibitions, and no options/SARs lower pay-risk concerns versus peers .
- Execution watchlist: Sustaining 5% organic growth and improving active performance while growing private markets/ETF scale are central to PSU outcomes and bonus scorecard; monitor quarterly flows/fees, AOM trajectory, and relative TSR versus the disclosed peer set .