Stephanie C. Butcher
InvescoAbout Stephanie C. Butcher
Senior Managing Director and Co-Head of Investments at Invesco (since 2023); age 53 with 22 years at the firm (joined Henley in 2003). Former EMEA CIO overseeing Henley Investment Centre (equities, fixed income, multi-asset) from 2020–2023; began career at Lazard AM and joined Aberdeen Asset Management in 1997. Holds an M.A. (Cantab) and B.A. in History from Cambridge University. 2024 company scorecard delivered a 107% quantitative outcome; Ms. Butcher’s annual incentive was paid at 107% of target with notable EMEA equity performance (74% of fund assets top quartile; 89% ahead of benchmark on a three-year basis) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Invesco | Senior Managing Director & Co-Head of Investments | 2023–present | Oversees investment performance/quality across six global teams; links Investments with Commercial/Enablement; specific responsibility for equities, multi-asset, investment engagement/services, capital markets, investment risk . |
| Invesco (EMEA – Henley Investment Centre) | Chief Investment Officer | 2020–2023 | Led EMEA equities, fixed income, multi-asset; strengthened investment risk with dashboards, measurement processes, review/escalation, and counterparty risk reviews . |
| Invesco (Henley) | European Equity Income Portfolio Manager/Lead | 2003–2020 | Specialized in European equity income; responsible for multiple European equity portfolios . |
| Aberdeen Asset Management | Investment professional | 1997–2003 | Pre-Invesco experience contributing to European equities expertise . |
| Lazard Asset Management | Investment professional | Not disclosed | Began investment career; foundation in institutional asset management . |
External Roles
No public external board/director roles disclosed for Ms. Butcher in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $459,268 | $500,000 |
| All Other Compensation ($) | $12,935 | $15,646 (insurance $2,857; retirement plan contributions $12,789) |
Performance Compensation
| Component | Target | Actual/Payout | Structure | Vesting |
|---|---|---|---|---|
| Annual incentive (total) ($) | $4,500,000 | $4,815,000 (107% of target) | Determined by company scorecard (Financial Performance + Organizational Health) plus individual performance; 2024 scorecard quantitative outcome 107% . | Cash paid following year; equity granted following year . |
| Cash bonus ($) | N/A | $1,926,000 | At-risk, subject to bonus caps (NEO cash bonus capped at 50% of total pay) . | Paid in 2025 for 2024 performance . |
| Time-based equity ($) | N/A | $1,444,500 | UCITS deferred equity (local regulatory requirement): for Ms. Butcher 50% time-based / 50% performance-based mix vs 40/60 for other NEOs . | Vests 25% annually over 4 years; dividends accrue and are paid at distribution for Ms. Butcher . |
| Performance-based equity ($) | N/A | $1,444,500 | PSU metrics: Average AOM and relative TSR over 3 years; payout range 0–150% of target . | 3-year performance period (2024–2026); cliff vest scheduled February 28, 2027; dividends deferred and paid only if vested . |
Grants of plan-based share awards (2024):
| Award | Grant Date | Shares (Target) | Shares (Max) | Grant-Date Fair Value ($) | Closing Price ($/share) | Vesting |
|---|---|---|---|---|---|---|
| Time-based RSU | 2/28/2024 | 76,716 | — | $1,172,988 | $15.29 | 25% per year, four-year ratable . |
| Performance-based PSU | 2/28/2024 | 76,716 | 115,074 | $1,084,193 (reflects 92.43% probability of target) | $15.29 | 3-year performance; cliff vest 2/28/2027 . |
Notes:
- Invesco does not grant stock options or SARs (no option strike/expiration/vesting) .
- CEO/NEO compensation mix is highly variable (≈91%–92% variable for NEOs) .
- Bonus/total caps mitigate outsized cash payouts; clawback applies to incentive-based comp .
Equity Ownership & Alignment
| As-of | Common Shares Beneficially Owned | Deferred Share Awards | Total | Shares Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|
| Feb 18, 2025 | 121,884 | 229,923 | 351,807 | 447,413,586 | No shares pledged; hedging prohibited for insiders; no exceptions to date . |
Outstanding unvested awards (as of Dec 31, 2024):
| Grant Date | Type | Unvested Shares (#) | Market Value ($) | Footnote / Vesting Detail |
|---|---|---|---|---|
| 2/28/2021 | Time-based | 6,973 | $121,888 | 4-year ratable; unvested represents 25% of original grant . |
| 2/28/2022 | Time-based | 18,889 | $330,180 | 4-year ratable; unvested represents 50% . |
| 2/07/2023 | Time-based transition | 76,491 | $1,337,063 | Transition award; single-installment vest; 100% unvested at year-end . |
| 2/28/2023 | Time-based | 30,615 | $535,150 | 4-year ratable; unvested represents 75% . |
| 2/28/2024 | Time-based | 76,716 | $1,340,996 | 4-year ratable; 100% unvested at grant . |
| 2/28/2024 | Performance-based (target) | 76,716 | $1,340,996 | 3-year PSU; 100% target unvested . |
Stock ownership guidelines and compliance:
- Executives (non-CEO) must hold 5x base salary; include unvested time-based awards; exclude unvested PSUs. Must achieve within three years of later of Sept 2023 or first appointment; retain 100% of net vested shares until compliant. As of Dec 31, 2024, all NEOs (including Ms. Butcher) exceeded requirements .
Insider trading and hedging/pledging:
- Pre-clearance and blackout periods apply to covered persons; hedging and pledging prohibited; to date, no exceptions; no shares pledged as security .
Employment Terms
| Provision | Detail |
|---|---|
| Notice period | Each NEO has an employment notice period of six or twelve months; salary/benefits continue during notice; vesting continues in normal course until termination date . |
| Change in control (CIC) | Double trigger: accelerated vesting upon CIC followed by involuntary termination (other than for cause/unsatisfactory performance) or voluntary termination for good reason; or if awards are not assumed/converted/replaced . |
| Tax gross-ups | No excise tax gross-up . |
| Severance cash multiples | Not disclosed (program emphasizes equity and notice provisions) . |
| Clawback | Incentive-based compensation subject to recoupment for restatements (material or immaterial that materially misstate current period) . |
Potential payments upon termination or CIC (assumed termination 12/31/2024; closing price $17.48):
| Scenario | Equity Awards ($) | Notional Fund Awards ($) |
|---|---|---|
| Involuntary termination other than for cause/unsatisfactory performance | $5,006,273 | $1,206,591 |
| Involuntary termination following a change in control | $5,006,273 | $1,206,591 |
| Death or disability | $5,006,273 | $1,206,591 |
| Voluntary resignation / termination for cause/unsatisfactory performance | — | — |
Compensation Committee Analysis and Peer Group
- Independent compensation consultant (Johnson Associates) advises on peer group; executive compensation aligned with pay-for-performance; significant portion deferred with long vesting periods; “double trigger” for CIC; no tax gross-ups; no supplemental retirement benefits; no excessive perquisites .
- Compensation peer group relevant since 2021 and for PSU relative TSR since 2022: AllianceBernstein, Bank of NY Mellon, BlackRock, Franklin Resources, Goldman Sachs (AM), Janus Henderson, Lazard, Morgan Stanley (IM), Northern Trust, State Street, T. Rowe Price; PSU vesting calculated based on average AOM and relative TSR vs this group .
Track Record and Performance Signals
- 2024 Key achievements under Ms. Butcher include building a high-performing investment function, strengthening risk oversight, consolidating US Global/International equities under new leadership, and advancing multi-asset collaboration; EMEA fundamental equities showed strong relative performance (74% top quartile AUM; 89% ahead of benchmark over three years) .
- Company scorecard outcome (quantitative) at 107% drove her incentive payout; committee did not apply qualitative discretion to adjust company scorecard outcomes .
Risk Indicators & Red Flags
- No shares pledged; hedging prohibited; no exceptions made to date .
- No stock options granted or repriced; no supplemental retirement benefits; bonus caps in place .
- Annual say-on-pay vote conducted; Board recommends “FOR” advisory approval .
Investment Implications
- Alignment: High variable compensation (≈91%–92% of NEO pay) and significant deferred equity create long-term alignment; Ms. Butcher’s mix is 50% performance-based/50% time-based equity due to UCITS, with ownership guidelines exceeded—reducing near-term sell pressure from guideline build-up .
- Vesting supply: Time-based grants vest 25% annually on grant anniversaries (e.g., 2/28 awards), and a 2023 transition award vests in one installment—these are predictable potential supply events; blackout windows and retention requirements mitigate near-term trading .
- Performance leverage: PSUs cliff vest in 2027 based on three-year AOM and relative TSR (0–150%); strong investment performance in EMEA and a 107% company scorecard outcome signal constructive backdrop, but PSU outcomes remain contingent on multi-year firm metrics relative to peers .
- Downside protection and retention: Double-trigger CIC vesting, multi-year vesting, and clawback provisions support retention and risk control; no tax gross-ups or supplemental retirement benefits reduce governance risk .