Shannon Johnston

About Shannon Johnston

Shannon Johnston, age 53, has served as Senior Managing Director and Chief Information and Operations Officer (CIOO) at Invesco since September 2024, overseeing Technology, Investment and Distribution Services, Global Security, the Enterprise Data & Analytics Office, and North America Transfer Agency; she holds a bachelor’s degree from Georgia Southern University . Prior to joining Invesco, she was Senior Executive Vice President and Chief Information Officer at Global Payments (2016–2024), leading global technology strategy, infrastructure/operations, software engineering, information security, portfolio management, analytics/AI, and platform integration . Company performance context during her initial tenure: adjusted operating income reached $1.4B in 2024 with a 31% adjusted operating margin, net revenues were $4.4B (+2% YoY), and net long-term flows were $65.1B (+5% organic growth); AUM was ~$1.8T at year-end 2024 .

Past Roles

External Roles

Fixed Compensation

• Invesco’s proxy names six NEOs and discloses their fixed and variable pay; Johnston is an executive officer but not a named executive officer, so specific base salary or annual cash bonus amounts for Johnston are not disclosed in the 2025 DEF 14A .
• Executive officers’ incentive decisions use a firm-wide scorecard and structured judgment, with targets calibrated by role; the CEO’s and NEOs’ frameworks are disclosed, but non-NEO details are not itemized for Johnston .

Performance Compensation

• Program design and metrics:
  • Annual incentive pool uses a company scorecard weighted 66.7% to financial performance and 33.3% to organizational health; committee applies structured judgment alongside scorecard outcomes .
  • Executive equity awards consist of time-based RSUs and performance-based PSUs; Invesco does not grant stock options or stock-settled SARs .
  • PSU payouts are determined by Adjusted Operating Margin (AOM) and relative TSR multipliers versus a designated peer group, with outcomes ranging 0–150% of target; the peer set includes firms such as BlackRock, State Street, BNY Mellon, Franklin Resources, T. Rowe Price, Janus Henderson, Lazard, Northern Trust, Morgan Stanley (IM), AllianceBernstein, Goldman Sachs (AM) .

• Vesting schedules and terms:
  • Time-based equity vest ratably 25% per year over four years; dividends on time-based awards are paid at same rate as common shares (with certain local regulatory exceptions) .
  • Performance-based equity has a 3-year performance period and cliff vests at the end; dividends are deferred and paid only to the extent awards vest .
  • For 2024 grants (company-wide), PSUs are scheduled to vest on 2/28/2027 after the 2024–2026 performance period .

Equity Ownership & Alignment

• Stock ownership guidelines for executive officers: CEO must hold 10x base salary; other executive officers (including Johnston) must hold 5x base salary; measurement includes direct/indirect holdings and unvested time-based awards, excludes unvested PSUs; 3-year compliance window from the later of September 2023 or appointment; executives must retain 100% of net vested shares until compliance is met .
• Compliance status: As of 12/31/2024, CEO and each NEO exceeded requirements; other executive officers either met or are anticipated to meet the requirement within the prescribed timeframe (Johnston, appointed September 2024, falls under this policy) .
• Hedging and pledging:
  • Hedging is prohibited for directors, officers, employees, and related parties under the Insider Trading Policy .
  • The company’s compensation practices explicitly prohibit short selling, hedging, and pledging of company stock by insiders (policy disclosure) .
• Beneficial ownership and pledging disclosures: The 2025 proxy’s management ownership table states “No shares are pledged as security” for listed directors/NEOs as of 2/18/2025; Johnston is not individually itemized in that table .

Employment Terms

• Severance plans apply to all employees, including executive officers; terms vary by region with formulas based on years of service/salary/age in the U.S.; a forfeiture appeal policy can permit continued vesting upon termination subject to non-disclosure, non-recruitment, non-solicitation, non-disparagement, and non-compete undertakings .
• Change-in-control and vesting: Equity awards (including executive officers) are eligible for accelerated vesting upon change in control followed by (i) involuntary termination other than for cause/unsatisfactory performance, (ii) voluntary termination for good reason, or if awards are not assumed/converted/replaced; the company does not provide excise tax gross-ups .
• Clawback policy: All incentive-based compensation awarded to executive officers based wholly or partly upon attaining a financial measure is subject to recoupment in the event of (i) a material error restatement (“big R”), or (ii) an error immaterial to the prior period but material to the current period (“little r”) .
• Trading governance: Pre-clearance procedures and trading blackout periods apply under the Insider Trading Policy .

Performance & Track Record

• Role execution: As CIOO, Johnston’s mandate spans enterprise technology, security, operations and data/analytics—core enablers of operating leverage and risk management across Invesco’s platform .
• Firm performance context (FY 2024): Net revenues $4.4B (+2% YoY), adjusted operating income $1.4B, adjusted operating margin 31%, net long-term flows $65.1B (5% organic growth), and AUM >$1.8T; debt reduced to lowest level in ten years; buybacks/dividends returned 54% of earnings to common shareholders in 2024 .
• Program change: In Q3 2024, Invesco recorded a one-time non-cash acceleration of $147.6M in expense due to changes to retirement criteria for vesting of currently outstanding long-term awards—affects vesting dynamics firm-wide .

Company Performance Context (FY 2024)

Risk Indicators & Red Flags

• Hedging/pledging restricted: Prohibition on hedging and pledging reduces misalignment and potential leverage risk .
• No tax gross-ups: Company states no excise tax gross-ups for change-in-control related vesting, lowering shareholder-unfriendly practices .
• Equity-only long-term incentives: No stock options or SARs granted, limiting option repricing risk .
• Vesting change event: Q3 2024 one-time acceleration of long-term award expense due to retirement criteria update—can alter vesting timelines and insider selling calendars; monitor future award disclosures for Johnston once individually reported .

Compensation Peer Group (for PSU Relative TSR)

• Designated peer group used for PSU relative TSR includes AllianceBernstein, Bank of NY Mellon, BlackRock, Franklin Resources, Goldman Sachs (Asset Management), Janus Henderson, Lazard, Morgan Stanley (Investment Management), Northern Trust, State Street, T. Rowe Price .

Notes on Disclosure Gaps and Document Search

• Executive appointment/compensatory terms: No Item 5.02 8-K filings for IVZ in Aug 2024–Jan 2025; Johnston’s appointment details are captured in the 2025 proxy’s executive officer section .
• Insider Form 4 activity: Not disclosed in proxy; recent Form 4 transactions for Johnston are not available in the provided documents.
• Named Executive Officer status: Johnston is not an NEO for 2024; thus, individual base salary, target/actual bonus, and grant-level equity detail are not itemized in the proxy .

Investment Implications

• Alignment: Strong governance overlay—5x salary ownership requirement, 100% net-vest retention until compliant, clawback, hedging/pledging prohibition—supports long-term alignment; Johnston has a 3-year window from her September 2024 appointment to meet holdings requirements .
• Retention risk: Standard severance plans and double-trigger CIC vesting terms reduce flight risk while avoiding tax gross-ups; monitor subsequent proxies for Johnston’s individualized equity grants and any sign-on or retention awards .
• Execution lens: Johnston’s CIOO scope across technology, operations, data and security is central to Invesco’s operating leverage and risk management; firm-level improvements in adjusted margins and flows in 2024 provide constructive context for her mandate .
• Trading signals: The Q3 2024 retirement-criteria change that accelerated long-term award expense can shift vesting calendars firm-wide; absent Form 4 data, monitor future grant and vest schedules and ownership guideline status to assess potential insider selling pressure .