G. Richard Wagoner, Jr.
InvescoAbout G. Richard Wagoner, Jr.
G. Richard (“Rick”) Wagoner, Jr., age 72, is the independent Chair of Invesco’s Board, serving as Chair since 2019 and as a non‑executive director since 2013 (tenure: 12 years) . He serves on the Audit, Compensation, and Nomination & Corporate Governance Committees and is designated an Audit Committee financial expert under SEC rules . He holds a B.A. from Duke University and an M.B.A. from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors (GM) | Chairman & CEO | 2003–2009 | Led strategic direction and international operations; extensive public company governance exposure |
| General Motors (GM) | President & CEO | 2000–2009 | Oversight of global operations and financial reporting |
| General Motors (GM) | President & COO | Not disclosed | Senior operating leadership |
| General Motors (GM) | EVP & President, North American Operations | Not disclosed | Regional leadership and procurement oversight |
| General Motors (GM) | EVP, CFO & Head of Worldwide Purchasing | Not disclosed | Financial reporting and purchasing leadership; audit-relevant expertise |
| General Motors do Brasil | President & Managing Director | Not disclosed | International operating leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Excelitas Technologies (private) | Non‑Executive Chair | Not disclosed | Advises technology company; governance leadership |
| Graham Holdings Company | Director; Audit Committee member | Since 2010 | Financial oversight; public company governance |
| ChargePoint Holdings, Inc. | Director; Nomination & Corporate Governance Committee member | Since 2017 | Board governance oversight |
| Duke University Health System | Board of Directors member | Not disclosed | Healthcare governance |
| Duke Kunshan University | Advisory Board Chair | Not disclosed | Academic governance leadership |
| Duke University | Trustee Emeritus | Not disclosed | Academic governance |
| Virginia Commonwealth University | Board of Visitors (past service) | Not disclosed | Academic governance |
| Mayor of Shanghai | Honorary Business Leaders’ Advisory Council Member | Not disclosed | Global business advisory |
| Catalyst | Board of Directors (past/present) | Not disclosed | Non‑profit governance |
Board Governance
- Independence: Board determined Wagoner and a majority of directors are independent under NYSE rules .
- Chair role: Independent non‑executive Chair; presides over quarterly executive sessions of non‑executive directors; CEO and Chair roles are separated to strengthen oversight .
- Committee memberships: Audit, Compensation, Nomination & Corporate Governance (all‑independent committees; Wagoner qualifies as an Audit Committee Financial Expert) .
- Engagement and attendance: Board met 12 times in 2024; each director attended ≥75% of aggregate Board and committee meetings and all directors attended the 2024 AGM .
- Board load: No director serves on more than four public company boards .
| Committee | Membership/Role | Meetings (2024) | Notes |
|---|---|---|---|
| Audit | Member; Financial Expert | 10 | Independent, financially literate membership; separate sessions with CFO, Chief Risk & Audit Officer, and independent auditor |
| Compensation | Member | 6 | Oversees senior management and NED pay; independent advisors allowed |
| Nomination & Corporate Governance | Member | 3 | Oversees board refreshment and governance guidelines |
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Basic cash fee | $120,000 | Paid quarterly in arrears |
| Chair of the Board fee | $230,000 | Additional annual cash fee |
| Total cash fees (Wagoner) | $350,000 | Fees earned or paid in cash |
| Equity award | $194,986 | Grant date fair value under ASC 718 |
| Total compensation (Wagoner) | $544,986 | Sum of cash and equity |
| Equity Grant Details (2024) | Value |
|---|---|
| Shares granted | 11,955 |
| Grant date fair value | $194,986 |
| Vesting | One‑year vesting; equity paid in advance for service |
| Dividends | Paid on unvested awards at same time/rate as common shares |
| Director option awards | None disclosed (NED program uses share awards) |
Ownership policy for NEDs: Must achieve and maintain ownership equal to 4× the basic cash fee ($120,000), with 5 years to comply; must retain 100% of pre‑policy shares and ≥50% of shares granted after effective date until compliant .
Performance Compensation
| Metric Type | Target | Actual/Status | Notes |
|---|---|---|---|
| Performance‑based cash bonus | Not applicable | Not applicable | NED compensation is retainer and equity; no bonus metrics |
| PSUs/Performance metrics | Not applicable | Not applicable | NED equity awards are time‑based with one‑year vesting |
Other Directorships & Interlocks
| Company | Role | Committee(s) | Interlocks/Conflict Notes |
|---|---|---|---|
| Graham Holdings Company | Director | Audit | No disclosable related person transactions; Compensation Committee members (including Wagoner) had none in 2024 |
| ChargePoint Holdings, Inc. | Director | Nomination & Corporate Governance | No disclosable related person transactions; Board independence affirmed |
| Excelitas Technologies (private) | Non‑Exec Chair | Not applicable | Private company; no disclosed transactions with Invesco |
MassMutual governance context (board interlock via shareholder designee): MassMutual owns ~18.2% and designates one director (Glavin); has specified approval and voting rights until governance termination date; the board size cap and committee participation rights apply to the MassMutual designee .
Expertise & Qualifications
- Executive leadership and global operations from 32‑year GM career; brings strategic and international operating insight .
- Accounting and public company financial reporting; designated Audit Committee financial expert under SEC rules .
- Public company governance experience at Graham Holdings and ChargePoint .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Beneficial ownership (Feb 18, 2025) | 102,030 common shares; includes 15,000 shares held in trust via a defined benefit account; sole voting and investment power |
| Deferred share awards | — (none disclosed for Wagoner) |
| Shares pledged as collateral | None (no shares pledged by directors/NEOs) |
| Shares held (Dec 31, 2024) | 90,075 common shares |
| Individual % ownership | No individual director ≥1% of common shares; directors/execs as a group ~1.2% |
| NED ownership guideline | 4× basic cash fee; 5‑year compliance window; retention requirements until compliant |
| 2024 NED grants outstanding at year‑end | All 2024 NED equity awards were outstanding as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent Chair presiding over regular executive sessions enhances oversight; all‑independent key committees with Wagoner as Audit Financial Expert support reporting and risk controls; strong attendance and engagement metrics bolster board effectiveness .
- Alignment: NED equity grants and ownership guidelines (4× retainer) reinforce shareholder alignment; Wagoner’s beneficial ownership and absence of pledging de‑risk alignment concerns .
- Conflicts & related party exposure: No disclosable related person transactions or compensation interlocks for Wagoner; board independence affirmed; note MassMutual’s governance rights and designee, which the board manages via independence standards and committee compositions .
- Load & capacity: Additional public boards limited and within policy (<5 total); none exceeds four public company boards, mitigating overboarding risk .
RED FLAGS: None disclosed specific to Wagoner (no related‑party transactions, no pledging, no attendance shortfalls). Governance sensitivity exists around MassMutual’s significant ownership and rights, but this is transparently disclosed and balanced by board independence and oversight structures .