Sarah E. Beshar
InvescoAbout Sarah E. Beshar
Sarah E. Beshar, age 66, has served as an independent, non‑executive director of Invesco Ltd. since 2017 (8 years of service). She is a long‑tenured corporate lawyer at Davis Polk & Wardwell LLP (joined 1986; partner since 1994; currently Senior Counsel) with deep capital markets, securities, compliance and corporate governance expertise. She holds a B.A. in Law and Jurisprudence from the University of Western Australia (1981), a BCL from Oxford (Magdalen College, 1984), and an Honorary Doctorate in Law from the University of Western Australia .
Past Roles
| Organization | Role | Tenure (years) | Committees/Impact |
|---|---|---|---|
| Davis Polk & Wardwell LLP | Corporate lawyer; Partner (1994–); Senior Counsel (current) | 30+ | Led large teams advising global financial institutions; lead partner for a major financial services client (2008–2015) |
External Roles
| Organization | Role | Tenure/Date | Notes/Impact |
|---|---|---|---|
| Lincoln Center (Corporate Board) | Member | n/a | Cultural institution governance |
| Whitney Museum | Conservation Fellow | n/a | Arts stewardship |
| Episcopal Charities (NY) | Trustee | n/a | Non‑profit governance |
| U.S. Asia Center (Australia) | Director | Appointed 2018 | Foreign policy/trade think tank |
| American Australian Association | Director | Appointed 2020 | US‑Australia cooperation |
| Atlantic Council | Board Member | n/a | International policy |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Beshar is independent under NYSE rules . |
| Board attendance | In 2024, the Board met 12 times; each then‑serving director attended ≥75% of aggregate Board+committee meetings; all directors attended the 2024 AGM; non‑executives hold quarterly executive sessions . |
| Committee memberships | Audit; Compensation; Nomination & Corporate Governance (NCG) – Chair . |
| Committee independence | All three committees comprise only independent directors . |
| Committee activity (2024) | Audit: 10 meetings; Compensation: 6; NCG: 3 . |
| Director election (2025) | Received 336,397,167 “For” / 5,764,515 “Against” / 12,987,098 Abstentions; 36,120,192 broker non‑votes . |
| Say‑on‑Pay (2025) | 307,275,572 “For” / 11,943,264 “Against” / 35,929,944 Abstentions . |
Fixed Compensation (Non‑Executive Director)
| Component | 2023 Amount | 2024 Amount | Notes |
|---|---|---|---|
| Basic cash fee | $120,000 | $120,000 | Standard annual retainer . |
| Chair fee (NCG Chair) | $20,000 | $20,000 | Additional annual cash fee for NCG Chair . |
| Total cash received (Beshar) | $140,000 | $140,000 | As shown in director comp table . |
| Equity award (annual grant) | $194,992 | $194,986 | Time‑based share award; one‑year vesting . |
| Share units granted (FY) | 12,820 shares | 11,955 shares | Annual grant size disclosed . |
| Travel reimbursement | Reimbursed; no meeting fees | Reimbursed; no meeting fees | No deferred comp plan for directors . |
| 2025 levels | No change | — | Committee kept 2025 NED pay unchanged . |
Sources: Director compensation policy/levels ; Beshar line‑items .
Performance Compensation
- Non‑executive director equity is time‑based only; no performance metrics (no options, no PSUs disclosed for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Beshar in IVZ proxy biography . |
| Compensation Committee interlocks | Company discloses no interlocks or insider participation for compensation committee members in 2024 (Beshar served on the committee) . |
Expertise & Qualifications
- Regulatory/government/legal; industry; international expertise (skills matrix/biography alignment) .
- Three decades advising Fortune 500s on capital markets, securities, compliance, and governance; led large teams on complex investment products for retail/institutional investors .
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Common shares beneficially owned (Beshar) | Feb 18, 2025 | 94,307 shares; no deferred share awards . |
| Shares held (stock ownership table) | Dec 31, 2024 | 82,352 shares . |
| Ownership guidelines | NEDs must hold ≥4× the basic cash fee; 5 years to comply; retain ≥50% of shares until met . | |
| Pledging/Hedging | Company disclosure indicates no shares are pledged as security by directors/officers in ownership table context . |
Governance Assessment
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Strengths
- Independent director with relevant regulatory/legal and industry expertise; chairs the NCG committee, central to board composition, refreshment, and governance policy oversight .
- Broad shareholder support: strong re‑election vote in 2025 and positive Say‑on‑Pay outcome, supporting investor confidence in governance and compensation oversight .
- Robust board process: fully independent committees; regular executive sessions; structured evaluations; ongoing education; and active shareholder engagement program .
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Alignment and incentives
- Balanced cash/equity mix consistent with peers; meaningful share ownership and NED stock ownership policy (4× retainer) support alignment; equity grants are time‑based with one‑year vesting .
- No meeting fees or deferred comp; no options for directors—limits risk of excessive risk‑taking and preserves independence .
-
Conflicts and related‑party exposure
- No related person transactions involving compensation committee members (including Beshar) disclosed for 2024; related‑party transactions policy requires audit committee review/approval; systemic MassMutual relationship is overseen and disclosed but not linked to Beshar –.
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RED FLAGS
- None identified regarding attendance (boardwide ≥75% compliance), pledging, or related‑party transactions specific to Beshar. Director compensation levels are standard and unchanged for 2025, reducing perception risk around pay inflation .
Implications: As NCG Chair and member of Audit and Compensation, Beshar is central to board effectiveness (refreshment, governance standards, and oversight). Her strong investor support and compliance with alignment policies are positive signals; absence of conflicts or pay anomalies reduces governance risk premium .