Thomas P. Gibbons
InvescoAbout Thomas P. Gibbons
Thomas (“Todd”) P. Gibbons, age 68, is an independent, non‑executive director of Invesco Ltd. with two years of board tenure (joined 2023). He is a former CEO and CFO of BNY Mellon with deep expertise across banking, risk, finance, client management, and regulation; he holds an MBA from Pace University and a BS in Business Administration from Wake Forest University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNY Mellon | Chief Executive Officer | 2019–2022 | Led global financial institution across clearing, markets, client management |
| BNY Mellon | Vice Chair; CEO, Clearing, Markets & Client Mgmt | 2017–2019 | Oversaw key client and market functions |
| BNY Mellon | Chief Financial Officer | 2008–2017 | Long‑tenured CFO overseeing reporting, controls, capital |
| BNY Mellon | Chief Risk Officer | Pre‑2008 | Nearly a decade of enterprise risk leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ally Financial, Inc. | Director | 2023–present | Public company board |
| PHH Corporation | Director | 2011–2017 | Public company board (prior) |
| Institute of International Finance | Board member | — | Global industry body |
| Pace University | Trustee | — | Higher education governance |
| Wake Forest University Business School | Advisory Board | — | Academic advisory |
Board Governance
- Independence: Affirmed independent by the Board (NYSE standards). The 2025 proxy lists him among independent directors .
- Committee assignments: Audit; Compensation; Nomination & Corporate Governance . Audit Committee Financial Expert designation: Mr. Gibbons qualifies under SEC rules .
- Attendance and engagement:
- Board met 12 times in 2024; each then‑serving director attended ≥75% of aggregate Board and committee meetings .
- All directors attended the 2024 Annual General Meeting; non‑executive directors hold executive sessions quarterly, chaired by the independent Board Chair .
- Committee activity levels (2024):
- Audit: 10 meetings; all members independent and financially literate .
- Compensation: 6 meetings; all members independent .
- Nomination & Corporate Governance: 3 meetings; all members independent .
- Board leadership: Independent Chair structure; separation of CEO and Chair roles to enhance oversight .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual basic cash fee | $120,000 | Paid quarterly in arrears; no meeting fees |
| Committee chair fees | $0 | Not a chair (Audit chair: Wood; Comp chair: Glavin; NCG chair: Beshar) |
| Chair of Board fee | $0 | Applies to Board Chair only |
Performance Compensation
| Component | 2024 Grant | Vesting | Fair Value (USD) |
|---|---|---|---|
| Annual equity award (shares) | 11,955 shares | One‑year vesting; paid in advance for service | $194,986 (grant‑date fair value under ASC 718) |
- Mix and structure: Cash $120,000 vs. equity $194,986; equity is time‑based (no options, PSUs, or performance metrics for director comp). Directors do not receive meeting fees; no director deferred compensation plan .
- Performance metrics: Not applicable to non‑executive director awards; no TSR/financial KPIs tied to director equity grants disclosed .
Other Directorships & Interlocks
| Company | Relationship to IVZ | Interlocks/Conflicts |
|---|---|---|
| Ally Financial, Inc. (current) | External public board | No compensation committee interlocks; IVZ discloses no related person transactions involving directors in 2024 |
| PHH Corporation (prior) | External public board | Historical only; no current IVZ related transactions disclosed |
- Compensation committee interlocks: IVZ reports none in 2024 (no IVZ execs served on other companies’ boards/comp committees with reciprocal relationships) .
Expertise & Qualifications
- Public company executive leadership (CEO, CFO), executive strategy and execution, industry experience (financial services/asset management), international experience, accounting and financial reporting, marketing/client focus, regulatory and government/legal exposure .
- Audit Committee Financial Expert status enhances oversight of reporting and internal controls .
Equity Ownership
| Metric | Value | Date/Period |
|---|---|---|
| Beneficial ownership (common shares) | 26,362 | As of Feb 18, 2025 |
| Deferred share awards | — | As of Feb 18, 2025 |
| Ownership as % of shares outstanding | ~0.0059% (26,362 / 447,413,586) | As of Feb 18, 2025 |
| Shares held (policy tracking table) | 14,407 | As of Dec 31, 2024 |
| Shares pledged | None; IVZ states no shares are pledged in directors table | |
| NED stock ownership guideline | 4x basic cash fee; 5‑year compliance window; retain ≥50% of granted shares until met | |
| Compliance status | Anticipated to attain within prescribed period (joined 2023) |
Governance Assessment
- Strengths:
- Independent director with multi‑committee service and Audit Financial Expert status—supports robust oversight of financial reporting and risk management .
- Attendance met thresholds; engagement through quarterly executive sessions under independent chair structure .
- Conservative director pay design (fixed cash + time‑based shares; no options or performance‑linked director awards), minimizing misaligned incentives .
- Clear stock ownership guidelines for NEDs and required retention until compliance, promoting alignment over time .
- Potential watch‑items:
- Current external directorship at Ally Financial (banking) does not indicate a disclosed conflict with IVZ; continue monitoring for any IVZ transactions implicating Ally to ensure no related‑party exposure .
- Ownership level is modest relative to IVZ’s market float but policy expects attainment within 5 years for 2023 appointees; track progress to guideline .
- Red flags: None disclosed specific to Gibbons—no related person transactions, no interlocks, no pledging, and independence affirmed .
Implications for board effectiveness and investor confidence: Gibbons’ deep finance/risk background and audit expert designation enhance committee rigor; compensation and ownership policies support alignment, with no disclosed conflicts. Continued monitoring of ownership progression and any external board‑related exposures remains prudent .