Jeffrey H. Kupor
InvescoAbout Jeffrey H. Kupor
Jeffrey H. Kupor is Senior Managing Director and General Counsel of Invesco (since 2023), age 56, with 23 years at the firm after joining in 2002; he holds a B.S. in Economics from Wharton (University of Pennsylvania) and a J.D. from Berkeley Law (University of California, Berkeley) . He also serves as Company Secretary for corporate matters (e.g., signatory on the 2025 AGM notice) . Firm performance metrics used to determine executive incentive outcomes in 2024 showed strong results versus targets: net long-term flows $65.2B vs $33.5B, net revenues $4,400M vs $4,368M, adjusted operating income $1,371M vs $1,350M, adjusted operating margin 31.1% vs 30.9%, and adjusted diluted EPS $1.71 vs $1.61, delivering a 107% company outcome for incentives . In the pay-versus-performance table, the company’s TSR translated to a $122 value on a $100 base for 2024, contextualizing shareholder return over the measurement period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Invesco | Senior Managing Director & General Counsel | 2023–present | Oversees global legal function supporting firm strategy and risk management |
| Invesco | Head of Legal, Americas | 2018–2022 | Led legal support for the Americas business |
| Publicly traded communications services company | General Counsel | Prior to 2002 | Corporate general counsel experience in a public company context |
| Fulbright & Jaworski LLP (now Norton Rose Fulbright) | Attorney (complex commercial and securities litigation) | Prior to 2002 | Securities and complex litigation expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ICI Mutual Insurance Company | Director | Current (as of 2025) | Industry captive insurer board role |
| Invesco Funds Complex (closed-end, open-end, interval fund investment companies) | Trustee | Current (as of 2025) | Governance across Invesco fund boards |
| 21st Century Leaders, Inc. | Director | Current (as of 2025) | Non-profit board service |
Fixed Compensation
- Invesco’s program for executive officers comprises base salary and variable incentive compensation; base salary is generally a small portion of total compensation and remains static absent promotion or market adjustments .
- Specific base salary, target bonus, and actual bonus amounts for Mr. Kupor are not disclosed in the proxy (the Summary Compensation Table covers NEOs only) .
Performance Compensation
- Incentive compensation for executive officers is driven by a transparent company scorecard (Financial Performance and Organizational Health) and individual performance; annual incentives come from a company-wide pool .
- 60%+ of executive equity is performance-based (subject to local regulations), with vesting tied to three-year average Adjusted Operating Margin (AOM) and relative TSR vs a defined peer group; time-based equity vests ratably over 4 years .
2024 Company Scorecard – Financial Performance Outcomes (equal-weighted metrics)
| Metric | 2024 Target | 2024 Actual | 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 (equal-weight of above) | — | — | 110% |
| Organizational Health outcome | — | — | 102% |
| Company outcome used for incentives | — | — | 107% |
Long-term Equity Award Vesting Framework (applies to executive officers)
| Feature | Details |
|---|---|
| Performance measures | Three-year average AOM and relative TSR vs peer group |
| Vesting schedule | Three-year performance period; three-year cliff vesting for performance awards |
| Vesting range | 0%–150% of target shares based on matrix outcomes |
| Negative TSR cap | If absolute three-year TSR is negative, vesting is capped at 100% |
| Time-based awards | Vest in equal annual installments over four years |
| Options/SARs | Not used in compensation program |
- Peer group used for performance-based equity awards includes AllianceBernstein, Bank of NY Mellon, BlackRock, Franklin Resources, Goldman Sachs (Asset Management), Janus Henderson, Lazard, Morgan Stanley (Investment Management), Northern Trust, State Street, and T. Rowe Price .
Equity Ownership & Alignment
| Item | Policy / Status |
|---|---|
| Executive stock ownership guideline | 5x base salary for executive officers (10x for CEO). Includes direct/indirect shares and unvested time-based equity; excludes unvested performance equity . |
| Compliance timeline | Must meet within 3 years of the later of September 2023 or first appointment as an executive officer; until met, retain 100% of net vested shares . |
| Compliance status (as of 12/31/2024) | CEO and NEOs exceeded guidelines; other executive officers exceeded or are anticipated to attain within the period . |
| Hedging/pledging | Hedging prohibited with no exceptions to date; policy prohibits hedging/monetization. No short selling, hedging or pledging of company stock by insiders per compensation policies . |
| Beneficial ownership disclosure | The management ownership table lists directors and NEOs; individual share counts for Mr. Kupor are not presented in that table . |
| Pledges | The management ownership section states “No shares are pledged as security” for listed insiders . |
- Tax-withholding approach at vesting helps reduce open-market selling: the company “nets shares” from executive officers at vesting to cover taxes, repurchasing shares at the NYSE closing price on vest date (table shows NEO examples for 2024) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment arrangements | Executive officers (including NEOs) have employment arrangements that provide salary continuation during notice periods of six or twelve months if involuntarily terminated other than for “cause” or unsatisfactory performance . |
| Annual equity grant timing | Annual equity awards typically granted February 28 after the January results release; off-cycle awards are permitted under delegated authority for non-executive directors and non-executive officers . |
| Severance plans | Company maintains region-specific severance plans; U.S. plans base pay on years of service, base salary and age; U.K./Hong Kong plans on years of service . |
| Change in control (CoC) vesting | Double trigger: acceleration occurs if awards are not assumed/converted/replaced, or upon qualifying termination within 24 months after a CoC; no excise tax gross-up . |
| Vesting schedules | Time-based equity vests ratably over four years; performance-based equity is on a three-year performance period with three-year cliff vesting (award rigor and certification by Comp Committee) . |
| Retirement treatment | For awards granted Feb 28, 2025 onward, retirees meeting objective age/years-of-service criteria may receive all/part of unvested awards, subject to terms and obligations . |
| Clawback | Incentive-based compensation is subject to recoupment in the event of material or certain immaterial (“little r”) restatements, if compensation would have been lower had results been correct . |
| Trading controls | Insider Trading Policy requires pre-clearance and imposes blackout periods on covered persons . |
Related Party Transactions (and Other Governance)
- Kupor and other executives may invest in or alongside Invesco-sponsored private funds or public non-traded products; employees typically do not pay management/performance fees; there were no distributions exceeding $120,000 to executive officers in 2024 from such products .
- Related person transactions above $120,000 are reviewed/approved by the Audit Committee under a written policy .
Compensation Structure Analysis (signals)
- Mix and deferral: Invesco emphasizes deferred, long-vesting equity; for executive officers, at least half of equity is performance-based (60% generally, subject to local rules) and 60% of annual incentive for NEOs is deferred; CEO defers 70% .
- Performance rigor: PSU vesting is tied to AOM and relative TSR over three years, with a negative TSR cap at 100% vesting, demonstrating increased rigor and shareholder alignment .
- Risk controls: No options or SARs, no tax gross-ups, no repricing without shareholder approval, no hedging or pledging, and an enforceable clawback policy .
- Shareholder engagement: Extensive outreach in 2024; the committee noted no significant concerns from discussions and believes shareholders support the executive compensation program .
Performance & Track Record (company context during Kupor’s current tenure)
- 2024 outcomes used for pay: company outcome 107% based on strong financial and organizational results (flows, revenues, AOI, AOM, EPS) .
- TSR context: Pay-versus-performance disclosure shows a $122 value on a $100 initial investment for 2024 .
- Additional 2024 highlights included in the CEO’s performance summary (balance sheet strengthening, debt reduction, liquidity) provide context for the operating environment during Kupor’s tenure as GC .
Investment Implications
- Alignment: Strong alignment mechanisms (5x salary ownership guideline for executives, 100% net share retention until met, multi-year vesting, performance-based equity with negative TSR cap, robust clawback, and no hedging/pledging) reduce agency risk and support long-term value creation .
- Retention risk: Long vesting horizons (4-year time-based; 3-year cliff for PSUs), salary continuation on involuntary termination, and retirement-friendly treatment starting with 2025 grants mitigate turnover risk for critical executives like the General Counsel .
- Selling pressure: Net-share tax withholding at vesting limits open-market selling; blackout and pre-clearance further reduce opportunistic trading risk by insiders .
- Change-in-control: Double-trigger treatment without excise tax gross-ups is shareholder-friendly while protecting continuity during corporate events .
- Data gaps: Specific salary/bonus/ownership figures for Kupor are not disclosed (proxy tables cover directors and NEOs); however, policy disclosures indicate he is subject to stringent ownership and conduct requirements consistent with other executive officers .