Thomas M. Finke - Director | Invesco (IVZ) Executive Profile & Compensation

About Thomas M. Finke

Independent non‑executive director of Invesco Ltd. since 2020 (tenure: 5 years), age 61. Former Chairman and CEO of Barings (2016–2020) and previously Chairman/CEO of Babson Capital; also EVP & CIO of MassMutual (2008–2011). MBA, Duke University (Fuqua); BS, University of Virginia (McIntire). Current skills matrix includes executive strategy and execution, industry, international, marketing/client focus, and regulatory/legal expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
Barings	Chairman & CEO	2016–2020	Led international investment manager with “over $300 billion” AUM; executive leadership and industry depth highlighted by IVZ board .
Babson Capital (predecessor to Barings)	Chairman & CEO	From 2008	Elevated to CEO in 2008; continuous leadership through Barings combination .
MassMutual	EVP & Chief Investment Officer	2008–2011	Senior investment oversight for large insurance asset owner .
First Union Institutional Debt Mgmt.	Executive (acquired by Babson)	To 2002	Joined Babson/Barings via acquisition, building leveraged credit expertise .

External Roles

Organization	Role	Tenure	Committees/Impact
Alliance Entertainment Holding Corp.	Director	Current	Audit, Compensation, and Nominating & Corporate Governance (Chair) .
Aimia Inc.	Executive Chair of the Board	Current	Board leadership role (Executive Chair) .
National Math and Science Initiative	Director	Current	Non‑profit board service .
Davidson College	Trustee	Current	Higher‑education governance .
Barings Funds Trusts, Barings Global Short Duration Fund, Barings BDC	Director	Prior	Prior fund/BDC directorships (historical) .

Board Governance

Independence: Board affirmatively determined Finke is independent under NYSE rules .
Committee Assignments (2024 activity):
- Audit Committee (10 meetings; all members independent/financially literate; audit financial experts designated among other members) .
- Compensation Committee (6 meetings; all members independent) .
- Nomination & Corporate Governance Committee (3 meetings; all members independent) .
Board Attendance/Engagement: Board held 12 meetings in 2024; each then‑serving director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 AGM; non‑executive directors met in executive session at least quarterly (chaired by independent Board Chair G. Richard Wagoner, Jr.) .
Board service limits: No IVZ director serves on >4 public company boards; CEO serves on none (context for overboarding risk) .

Fixed Compensation (Non‑Executive Director Program; 2024)

Component	Amount	Notes
Annual basic cash fee	$120,000	Paid quarterly in arrears .
Chair of the Board fee	N/A for Finke	Chair receives +$230,000 (not applicable to Finke) .
Committee Chair fees	N/A for Finke	Audit Chair +$50,000; Comp and NCG Chairs +$20,000 (Finke is not a chair) .
2024 Cash actually paid (Finke)	$120,000	As reported in Director Compensation Table .

Performance Compensation (Non‑Executive Director Equity; 2024)

Equity Element	Grant Value	Share Count	Vesting	Notes
Annual equity award (shares)	$194,986	11,955 shares	One‑year vesting; paid in advance for service	Grant date fair value per ASC 718; dividends paid on unvested at common rate .
Options/PSUs/Performance metrics	Not disclosed for NEDs	—	—	NED equity structured as time‑based shares; no option awards or performance metrics disclosed for directors .

Other Directorships & Interlocks

Company	Public/Private	Role	Committee/Chair Roles	Notes
Alliance Entertainment Holding Corp.	Public	Director	Audit; Compensation; Nominating & Corporate Governance (Chair)	Current public company directorship .
Aimia Inc.	Public (Canada)	Executive Chair	Board leadership	Current executive chair role .

IVZ policy notes no sitting director serves on more than four public boards, indicating Finke’s current load is within guidelines .

Expertise & Qualifications

Executive leadership and strategy: Former CEO/Chair (Barings/Babson); >30 years across banking and investment management .
Industry depth: Asset management and banking; international operations .
Governance and regulatory: Service across audit/comp/NCG committees and public board leadership roles .
Marketing/client focus and international experience: Explicitly assigned in IVZ skills matrix for Finke .

Equity Ownership

Item	Finke	Reference/Notes
Common shares beneficially owned (Feb 18, 2025)	43,398	As reported; no individual director ≥1% ownership; group ownership ~1.2% .
Deferred share awards	—	None for directors in table .
Shares pledged as collateral	None	“No shares are pledged as security.” (applies to directors and NEOs listed) .
Shares held (Dec 31, 2024)	31,443	NED stock ownership status table .
NED ownership guideline	4× basic cash fee	4 × $120,000 = $480,000 target .
Compliance indicator (12/31/24)	Appears met	31,443 shares × $17.48 close = ~$549k vs. $480k guideline, implying compliance as of 12/31/24 .

Note: IVZ closing price used by the policy calculation was $17.48 on 12/31/24; Finke’s disclosed 12/31/24 holdings imply his ownership exceeded the guideline threshold at that date .

Governance Assessment

Strengths (Board effectiveness/engagement): Independent director serving on all three key committees (audit, compensation, nomination), indicating strong involvement in oversight of financial reporting, pay, and board refreshment. Board and committees were active in 2024 (12 board meetings; audit 10; compensation 6; NCG 3), with each director meeting at least 75% attendance and quarterly executive sessions—signals of a functioning board cadence .
Alignment: Receives a balanced mix of cash ($120k) and time‑vested equity (~$195k) and appears compliant with the 4× fee stock ownership guideline; no share pledging—positive alignment factors for investors .
Independence/Conflicts: Affirmatively independent; compensation committee disclosure indicates no member (including Finke) was an officer or party to any disclosable related‑person transaction in 2024; no personal related‑party transactions disclosed for Finke; current public board load within IVZ limits .
Potential watch‑items: Multiple committee assignments and two external public boards plus an Executive Chair role heighten time‑commitment considerations, but remain within IVZ’s “≤4 boards” guidance; continue monitoring for any transactional overlaps between IVZ products and Aimia/Alliance Entertainment (none disclosed) .

Appendix: Key Reference Tables (from Proxy)

Director Compensation (2024)

Name	Fees earned or paid in cash ($)	Share awards ($)	Total ($)
Thomas M. Finke	120,000	194,986	314,986

Committee Memberships and 2024 Meetings

Committee	Members (includes Finke?)	Meetings (2024)	Notes
Audit	Includes Finke (member); Chair: Phoebe A. Wood	10	All members independent/financially literate; financial experts designated among other members .
Compensation	Includes Finke (member); Chair: William F. Glavin, Jr.	6	All members independent .
Nomination & Corporate Governance	Includes Finke (member); Chair: Sarah E. Beshar	3	All members independent .

Security Ownership (as of Feb 18, 2025)

Name	Common shares beneficially owned	Deferred share awards	Total
Thomas M. Finke	43,398	—	43,398

Non‑Executive Director Stock Ownership Policy Inputs

Policy: 4× basic cash fee; 5‑year compliance window; retain 50% of shares until in compliance .
Finke shares at 12/31/24: 31,443; IVZ close $17.48; implied value ~$549k vs. $480k requirement (appears compliant at 12/31/24) .

RED FLAGS

None disclosed for 2024 related‑party transactions involving compensation committee members (includes Finke) .
No share pledging reported for directors/NEOs (including Finke) .

Sources

Invesco Ltd. 2025 Definitive Proxy Statement (DEF 14A), filed March 28, 2025: director biography, independence, committee memberships/meetings, director compensation, stock ownership policy and holdings, attendance, and related‑party disclosures .