Phoebe A. Wood
InvescoAbout Phoebe A. Wood
Independent non-executive director of Invesco Ltd. since 2010; currently Audit Committee Chair and designated SEC “audit committee financial expert.” Background includes CFO and Vice Chairman roles at Brown‑Forman, CFO of Motorola’s Propel Corporation, and senior finance roles at ARCO. Education: A.B. from Smith College; M.B.A. from UCLA. Age 71; Board tenure 15 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown-Forman Corporation | Vice Chairman; Chief Financial Officer; other senior roles | 2001–2008 | Senior financial leadership of a public company; deep accounting and reporting experience |
| Propel Corporation (Motorola subsidiary) | Vice President; Chief Financial Officer; Director | 2000–2001 | Technology/operational finance; public company discipline |
| Atlantic Richfield Company (ARCO) | Various finance/management roles | 1976–2000 | Multi-decade global energy finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CompaniesWood | Principal (advises/invests in startups) | Current | Board advisory/investor network |
| KirtleyWood LLC | Chief Executive Officer | Since Jan 2025 | Board advisory firm leadership |
| Leggett & Platt, Incorporated | Director; Audit Committee Chair; member of Nominating, Governance & Sustainability | Current | Audit leadership; governance oversight |
| PPL Corporation | Director; People & Compensation; Executive & Governance; Nominating & Sustainability (Chair) | Current | Committee leadership and compensation governance |
| Pioneer Natural Resources | Director (prior) | 2013–May 2024 | Energy sector board experience |
| American Printing House for the Blind | Chair, Board of Trustees | Current | Non-profit governance leadership |
| The Gheens Foundation | Trustee; Chair-Elect | Current | Philanthropy oversight |
| Smith College; University of Louisville; Pitzer College | Trustee roles (including Trustee Emerita) | Prior | Academic governance |
| Chatham House (N.A. Advisory Council; Foundation Treasurer) | Advisory/Treasurer | Current | Policy and international affairs network |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nomination & Corporate Governance (Member). Audit Committee financial experts include Wood, Gibbons, and Wagoner. Audit met 10x in 2024; Compensation 6x; Nomination 3x; all committees entirely independent.
- Independence: Board majority independent; Wood expressly identified as independent under NYSE rules.
- Attendance and engagement: Board held 12 meetings in 2024; each then-serving director attended at least 75% of Board and assigned committee meetings; all directors attended the 2024 AGM. Non-executive directors meet in quarterly executive sessions led by independent Chair G. Richard Wagoner, Jr.
- Risk and finance oversight: Audit charter covers financial reporting integrity, internal controls, auditor independence/performance, and compliance; Audit meets separately with CFO, Chief Risk & Audit Officer, and auditors.
| Committee | Role | 2024 Meetings | Independence | Notes |
|---|---|---|---|---|
| Audit | Chair | 10 | 100% independent; all members financially literate | Wood designated SEC financial expert; separate executive sessions with control functions |
| Compensation | Member | 6 | 100% independent | Oversees NED pay; uses independent consultant Johnson Associates |
| Nomination & Corporate Governance | Member | 3 | 100% independent | Oversees Board refreshment, governance guidelines |
Fixed Compensation
- Non-executive director structure (2024): Basic cash fee $120,000; Audit Chair additional $50,000; Compensation or Nomination Chair additional $20,000; Equity grant $195,000 paid in advance, one-year vesting. No meeting fees; expenses reimbursed. No changes for 2025.
| Year | Cash Fees ($) | Share Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 170,000 | 194,986 | 364,986 |
Performance Compensation
- Annual equity grant for NEDs is time-based and aligns director incentives with shareholders; no performance metrics disclosed for NED awards. Equity awards are paid for service in advance and subject to a one-year vesting requirement.
| Award Type | Shares Granted | Grant Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Annual NED equity grant (time-based) | 11,955 | 194,986 | One-year vesting; service in advance | None disclosed for NED grants |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| Leggett & Platt, Incorporated | Director; Audit Chair | Audit (Chair); Nominating, Governance & Sustainability | No IVZ-related party transactions disclosed; independence affirmed |
| PPL Corporation | Director; Committee Chair (Nominating & Sustainability) | People & Compensation; Executive & Governance; Nominating & Sustainability (Chair) | No IVZ-related party transactions disclosed; independence affirmed |
| Pioneer Natural Resources (prior) | Director | — | Prior role ended May 2024; no current interlock |
Expertise & Qualifications
- Skills matrix: public company executive, executive strategy & execution, international experience, accounting & financial reporting, technology.
- Audit Committee financial expert designation under SEC rules.
- Education: A.B. Smith College; M.B.A. UCLA.
Equity Ownership
| Metric | Value | Date |
|---|---|---|
| Shares held | 77,316 | Dec 31, 2024 |
| Common shares beneficially owned | 89,271 | Feb 18, 2025 |
| Shares outstanding | 447,413,586 | Feb 18, 2025 |
| Ownership as % of shares outstanding | 0.0199% (89,271 ÷ 447,413,586) | |
| Pledged shares | None (company reports no pledges among directors/NEOs) | |
| NED ownership policy | Required to hold 4x basic cash fee ($480,000) within five years; retain 50% of shares until met; based on NYSE closing price $17.48 on Dec 31, 2024. | |
| Indicative alignment | 77,316 shares × $17.48 ≈ $1,353,000 vs $480,000 policy threshold (suggests holdings exceed guideline) |
Governance Assessment
- Board effectiveness: Long-tenured audit chair with deep CFO experience enhances oversight of financial reporting, internal controls, and auditor independence; designated SEC financial expert adds credibility to risk and compliance oversight.
- Independence and attendance: Independence affirmed; participation thresholds met; quarterly executive sessions under independent Chair support robust oversight culture.
- Compensation alignment: Director pay balanced between cash and time-based equity; no meeting fees; equity vesting at one year aligns with service period; use of independent consultant mitigates pay-setting conflicts.
- Ownership alignment: Significant personal shareholding and no pledging indicate alignment with shareholder interests; policy framework (4x cash fee) enforces skin-in-the-game.
- Potential conflicts or red flags: No related-person transactions disclosed for Wood; no hedging/pledging reported; public company board count remains within company guidance (none serve on more than four). No attendance or pay anomalies noted.
Overall signal: Strong governance profile driven by audit chair leadership, financial expertise, independence, and ownership alignment; no material conflicts identified. This supports investor confidence in IVZ’s board oversight of financial reporting and risk.