Paula C. Tolliver - Director | Invesco (IVZ) Executive Profile & Compensation

About Paula C. Tolliver

Independent non-executive director at Invesco Ltd. since 2021 (tenure: 4 years); age 60. Former Corporate Vice President & CIO at Intel (2016–2019) and Corporate Vice President, Business Services & CIO at Dow Chemical (2012–2016), with 20+ years at Dow; founder and principal of TechEdge, an IT strategy consulting firm, since 2020. BS in Business Information Systems, Ohio University. Qualifications cited by IVZ include executive leadership/technology expertise spanning digital transformation, advanced analytics, cybersecurity, and operational excellence.

Past Roles

Organization	Role	Tenure	Committees/Impact
Intel Corporation	Corporate Vice President & Chief Information Officer	2016–2019	Enterprise CIO leadership, technology and cybersecurity oversight
The Dow Chemical Company (Dow, Inc. subsidiary)	Corporate Vice President, Business Services & Chief Information Officer; led a services business and other roles over 20+ years	2012–2016 (CIO/Business Services); 20+ years total	Led business services and IT; digital transformation and operational excellence

External Roles

Organization	Role	Tenure	Committees
TechEdge	Founder & Principal	2020–present	IT strategy advisory to executive leadership
C.H. Robinson Worldwide, Inc.	Director	2018–present	Audit; Capital Allocation committees

Board Governance

Committee assignments: Audit; Compensation; Nomination & Corporate Governance. Not a committee chair.
Independence: Board determined Ms. Tolliver is independent under NYSE rules; all three board committees are fully independent.
Audit Committee literacy: Each audit member is independent and financially literate; audit committee met 10 times in 2024.
Compensation Committee met 6 times in 2024; Nomination & Corporate Governance Committee met 3 times.
Board-level attendance and engagement: Board held 12 meetings in 2024; each then-serving director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 AGM; non-executive directors meet in executive session at least quarterly.
Board composition/time commitments: None of IVZ’s directors serves on more than four public company boards.

Fixed Compensation (Non-Executive Director Pay)

Component	Details	2024 Amount
Annual cash retainer	Standard NED cash fee	$120,000 (Tolliver)
Committee chair fees	Audit Chair $50,000; Comp Chair $20,000; N&G Chair $20,000	Not applicable to Tolliver (not a chair)
Board Chair fee	Additional $230,000 (applies only to Chair)	N/A for Tolliver
Meeting fees	None	N/A
Expense reimbursement	Travel expenses reimbursed	Policy disclosed

The compensation committee kept NED pay levels unchanged for 2025.

Performance Compensation (Equity-Based Director Pay)

Equity Element	Grant Mechanics	2024 Grant	Vesting
Annual equity grant (time-based)	“Basic shares fee” in advance for service	$194,986 grant-date fair value (11,955 common shares) (Tolliver)	One-year vesting requirement

NED stock ownership policy: must achieve/maintain ownership equal to 4x basic cash fee within five years; retain 50% of shares granted until compliant.

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict Notes
C.H. Robinson Worldwide, Inc.	Director; Audit and Capital Allocation committees	No related-person transactions or compensation committee interlocks disclosed involving Ms. Tolliver at IVZ in 2024.

Expertise & Qualifications

Executive leadership and technology: experience driving digital transformation, advanced analytics, cybersecurity, and operational excellence at Intel and Dow; public company executive experience.
Strategy and international experience: executive strategy/execution and international exposure cited in IVZ skills/biography.

Equity Ownership

As-of Date	Common Shares Beneficially Owned	Deferred Share Awards	Pledged	Source
Feb 18, 2025	45,433	—	No shares are pledged (company-wide statement applies)
Dec 31, 2024 (NED policy table)	33,272 (shares held)	N/A	N/A

NED ownership policy requires 4x cash retainer within five years of appointment or policy effective date; status by individual not explicitly stated in the text extraction.

Governance Assessment

Strengths for board effectiveness:
- Triple-committee service (Audit, Compensation, Nominating & Governance) leverages her technology/cyber and transformation background across financial reporting, pay design, and board refreshment processes.
- Independence and audit financial literacy, with regular executive sessions and robust meeting cadence, support oversight quality.
- Meaningful equity component in NED compensation with holding requirements aligns director interests with shareholders.
Alignment and ownership: Holds 45,433 IVZ shares beneficially (as of Feb 18, 2025); no pledging disclosed.
Conflicts/interlocks and related-party exposure: No related-person transactions involving Ms. Tolliver disclosed; no compensation committee interlocks.
Workload and time commitments: Serves on all three IVZ committees and one additional public company board (CHRW); IVZ states no director serves on more than four public public-company boards.

Director Compensation (2024 Detail)

Item	Cash ($)	Stock Awards ($)	Total ($)
Paula C. Tolliver (2024)	120,000	194,986	314,986

Board Governance (Committee Structure – Reference)

Committee	Independence/Requirements	Meetings in 2024
Audit	All members independent and financially literate; SEC-defined financial experts identified	10
Compensation	All members independent; oversees NEO and director pay and succession planning	6
Nomination & Corporate Governance	All members independent; oversees director recruitment and governance guidelines	3

Attendance & Engagement (Board-Level)

12 board meetings in 2024; each then-serving director attended at least 75% of board and committee meetings; all directors attended the 2024 AGM; non-executive directors hold executive sessions at least quarterly.