Elizabeth S. Johnson
About Elizabeth S. Johnson
Elizabeth S. Johnson, age 53, has served as an independent non‑executive director of Invesco Ltd. since 2023. She retired as Chief Experience Officer and Vice Chair of Citizens Financial Group in March 2025 after prior roles as Chief Marketing Officer and Head of Virtual Channels; she previously spent 15 years at Bain & Company. She holds a B.A. in Economics and Mathematical Methods in Social Sciences from Northwestern University and an MBA from Stanford Graduate School of Business. Her core credentials span data/analytics, digital transformation, client strategy, and technology-enabled growth in financial services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Financial Group | Chief Experience Officer | 2020–Mar 2025 | Led client experience, data/analytics and digital transformation |
| Citizens Financial Group | Vice Chair | 2023–Mar 2025 | Senior leadership and strategy oversight |
| Citizens Financial Group | Chief Marketing Officer & Head of Virtual Channels | 2015–2020 | Growth, engagement, profitability in retail banking and payments |
| Bain & Company | Various roles | 15 years | Strategy advisory for financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mass Fintech Hub | Advisory Board Member | Not disclosed | Industry connectivity and innovation |
| The Home for Little Wanderers | Board Member | Not disclosed | Non‑profit governance |
Board Governance
| Committee | Role | Meetings in 2024 | Chair |
|---|---|---|---|
| Audit | Member | 10 | No (Chair: Phoebe A. Wood) |
| Compensation | Member | 6 | No (Chair: William F. Glavin, Jr.) |
| Nomination & Corporate Governance | Member | 3 | No (Chair: Sarah E. Beshar) |
- Independence: The Board affirmed Johnson is independent under NYSE rules; all standing committees are fully independent .
- Attendance and engagement: Board held 12 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 AGM; non‑executive directors meet in executive session at least quarterly, presided by independent Chair G. Richard Wagoner, Jr. .
- Board size/refresh: Eleven nominees; four new independent directors in the last four years; average nominee tenure 6 years and age 64 .
Fixed Compensation
| Component | Amount/Terms | 2024 Johnson Value |
|---|---|---|
| Annual cash retainer | $120,000 cash (paid quarterly) | $120,000 |
| Equity grant (time-based shares) | $195,000 grant, paid in advance, 1‑year vesting | $194,986 (grant‑date fair value) |
| Annual share grant count | 11,955 common shares per director | 11,955 shares |
| Chair fees (Board/Audit/Comp/NomCo) | Board Chair $230,000; Audit Chair $50,000; Comp/NomCo Chair $20,000 | $0 (not a chair) |
| Meeting fees | None; travel reimbursed | None |
| Director deferred comp | No deferred compensation plan for directors | N/A |
| Dividends on unvested awards | Paid at same time/rate as common shares | Applies |
| Consultant used | Johnson Associates engaged to review peer director comp | Independent advisor |
Performance Compensation
| Metric Type | Applicability | Notes |
|---|---|---|
| Performance‑linked metrics (e.g., TSR, revenue, EBITDA) | None disclosed for director pay | Director equity is time‑based; no performance metrics referenced |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Johnson |
| Committee interlocks | Served on IVZ Compensation Committee in 2024; no insider participation or related person transactions among committee members |
| Potential interlocks with clients/suppliers | Not disclosed; no Johnson‑specific related‑party transactions noted |
Expertise & Qualifications
- Public company executive experience; executive strategy and execution; industry experience; international experience; technology; marketing/client focus .
- Depth in data and analytics, digital transformation, marketing, client strategy across retail banking, payments, and asset/wealth management .
Equity Ownership
| Measure | Amount/Status | Date/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 27,930 | As of Feb 18, 2025 |
| Shares held (policy tracking) | 15,975 | As of Dec 31, 2024 |
| Unvested/Outstanding director awards | All 2024 director equity awards outstanding at year‑end | As of Dec 31, 2024 |
| Pledged shares | None; no shares pledged by directors/NEOs in aggregate disclosure | As of Feb 18, 2025 |
| Ownership guideline | 4× basic cash fee; 5‑year compliance window; hold 100% of pre‑policy shares and ≥50% of post‑policy grants until met | |
| Guideline compliance status | Expected to attain within required period (joined 2023) | As of Dec 31, 2024 |
Governance Assessment
- Committee load and skills fit: Johnson’s placement on Audit, Compensation, and NomCo aligns with her analytics/technology/client experience; no chair roles, reducing overboarding risk while maintaining breadth of oversight .
- Independence and attendance: Independent, attended at least 75% of meetings, and participated in quarterly executive sessions—supports board effectiveness and investor confidence .
- Pay mix and alignment: Balanced cash/equity with time‑based vesting; no meeting fees or deferred comp; dividends paid on unvested shares; director pay set by independent committee advised by Johnson Associates—standard governance practices for alignment without pay‑for‑performance distortions in director roles .
- Ownership alignment: Beneficial ownership disclosed; expected to meet stock ownership guidelines in required timeframe; no pledging—positive alignment signals .
- Related‑party/conflicts: No Johnson‑specific related‑party transactions disclosed; related‑person transactions are governed by audit committee approval policy; compensation committee had no insider participation or disclosable conflicts in 2024 .
- Oversight context: IVZ maintains robust board‑level risk oversight, including financial reporting, compensation risk, governance succession, and cybersecurity, giving committees clear mandates within which Johnson operates .
RED FLAGS
- None disclosed: No pledging/hedging noted for directors, no Johnson‑specific related‑party transactions, no tax gross‑ups, no meeting fees, and no performance‑linked director pay that could create misaligned incentives .