Sir Nigel Sheinwald
InvescoAbout Sir Nigel Sheinwald
Sir Nigel Sheinwald (age 71) is an independent, non‑executive director of Invesco Ltd., serving since 2015 (10 years of board tenure). A former senior British diplomat, he served as UK Ambassador to the United States (2007–2012), Foreign Policy and Defence Adviser to the UK Prime Minister (2003–2007), and UK Ambassador/Permanent Representative to the EU (2000–2003). He holds an M.A. from Balliol College, University of Oxford (Honorary Fellow) and is an Honorary Bencher of the Middle Temple. His board-identified strengths are international experience and regulatory/governmental expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UK Government – Her Majesty’s Diplomatic Service | British Ambassador to the United States | 2007–2012 | Led UK–US diplomacy at cabinet level; senior international negotiations |
| UK Government – Prime Minister’s Office | Foreign Policy & Defence Adviser to the Prime Minister | 2003–2007 | Directed cross‑government policy on security and foreign affairs |
| UK Government – UK Mission to the EU | British Ambassador & Permanent Representative to the EU | 2000–2003 | Represented UK in EU Council; EU policy leadership |
| UK Government | Prime Minister’s Special Envoy (intelligence and law-enforcement data sharing) | 2014–2015 | Focus on cross‑border data sharing policy and security frameworks |
| HM Diplomatic Service | Various postings (Brussels, Washington, Moscow, London policy roles) | 1976–2012 | Senior policy and international negotiations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oxford Instruments plc | Non‑Executive Director | Current | Sustainability Committee (Chair); Nomination, Remuneration, Audit & Risk Committees |
| Royal Dutch Shell plc | Non‑Executive Director | 2012–2021 | Board director (prior public company board service) |
| King’s College London | Visiting Professor | Current | Academic engagement |
| BritishAmerican Business; Centre for European Reform | Advisory Boards | Current | Transatlantic business and EU policy advisory roles |
Board Governance
- Independence: The Board affirmatively determined Sir Nigel is independent under NYSE rules; the Board comprises a majority of independent directors .
- Committees: Member, Audit; Compensation; Nomination & Corporate Governance (all‑independent committees). 2024 meetings: Audit (10), Compensation (6), Nomination & Corporate Governance (3). Chairs: Audit – Phoebe A. Wood; Compensation – William F. Glavin, Jr.; Nomination – Sarah E. Beshar .
- Attendance and engagement: The Board met 12 times in 2024; each then‑serving director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 AGM. Non‑executive directors meet in executive session at least quarterly, presided over by independent Chair G. Richard Wagoner, Jr. .
- Workload limits: No current director serves on more than four public company boards; CEO serves on zero other public company boards .
- Board evaluation: Annual comprehensive assessment coordinated by an independent external advisor, including director questionnaires and interviews, with findings presented to the Board for action planning .
- Shareholder engagement: Targeted outreach in 2024 to holders representing ~71% of shares outstanding; directors have engaged directly with shareholders in prior years .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Equity Award ($ FV) | Equity Structure | Notes |
|---|---|---|---|---|---|
| 2024 | 120,000 | 0 | 194,986 | Annual grant of 11,955 common shares; one‑year vesting; dividends paid on unvested shares at same rate as common | No deferred compensation plan for directors; equity paid in advance for service |
- Non‑executive director standard fees for 2024: Basic cash fee $120,000; annual equity $195,000 FV (grant date fair value shown above); Chair of Board $230,000 additional (not applicable to Sir Nigel); Audit Chair $50,000; Compensation and Nomination Chairs $20,000 each (not applicable to Sir Nigel). No meeting fees; travel reimbursed .
- 2025: No changes to non‑executive director compensation levels .
Director-specific 2024 compensation mix:
- Fees earned in cash: $120,000; Share awards: $194,986; Total: $314,986. Mix ≈ 38.1% cash / 61.9% equity (computed from disclosed amounts) .
Performance Compensation
- No performance‑conditioned elements are disclosed for non‑executive directors. Annual equity grants are time‑based with one‑year vesting; no option awards, bonuses, or incentive metrics are reported for directors .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Oxford Instruments plc (Sustainability Chair; Nomination, Remuneration, Audit & Risk committees) |
| Prior public boards | Royal Dutch Shell plc (2012–2021) |
| Interlocks | Compensation Committee interlocks: none for any committee member in 2024 (Sir Nigel served on the Compensation Committee) |
| Overboarding | Within Board’s guideline; no director serves on >4 public boards |
Expertise & Qualifications
- Board-identified skills: International experience; Regulatory—government and legal .
- Governance relevance: Brings global policy, regulatory, and government relations perspective, advising on regulatory affairs and geopolitical risk relevant to a diversified, global asset manager .
Equity Ownership
| As of Date | Beneficial Ownership (shares) | Deferred Share Awards | Notes |
|---|---|---|---|
| Dec 31, 2024 | 69,173 | — | Shares held per NED ownership table (used for guideline testing at $17.48/share) |
| Feb 18, 2025 | 81,128 | — | Beneficial ownership per management table; no shares pledged |
Ownership alignment and guideline compliance:
- NED Stock Ownership Policy: 4× basic cash fee requirement (4 × $120,000 = $480,000) to be met within 5 years; until met, retain 100% of previously received shares and at least 50% of new grants .
- Status (calculated): On 12/31/2024, 69,173 shares × $17.48 = ~$1.21 million vs $480,000 requirement → exceeds guideline; ongoing retention applies (inputs: shares and price disclosed) .
- No shares are pledged as security (companywide statement for directors and NEOs) .
- Ownership as % of shares outstanding: 81,128 / 447,413,586 ≈ 0.018% (computed from disclosed totals) .
Governance Assessment
Strengths
- Independence and strong attendance: Independent director with broad international and regulatory expertise; Board and committee attendance thresholds met; quarterly executive sessions under an independent Chair enhance oversight .
- Committee coverage: Serves on Audit, Compensation, and Nomination & Corporate Governance, providing balanced oversight across financial reporting, pay, and board succession/governance .
- Ownership alignment: Meaningful share ownership exceeding 4× retainer; majority of director pay delivered in equity (time-based), aligning incentives with long‑term shareholder value .
- No interlocks/conflicts: Compensation Committee interlocks absent; no related‑person transactions identified involving Sir Nigel in the proxy .
Watch items
- None material disclosed specific to Sir Nigel. He serves on multiple IVZ committees (workload) but remains within board overboarding limits and independence standards .
RED FLAGS
- None disclosed: No pledging, no related‑party transactions, no compensation interlocks, and attendance thresholds met .