William F. Glavin, Jr.
InvescoAbout William F. Glavin, Jr.
Independent non-executive director of Invesco Ltd. since 2019; age 66; tenure 6 years. Serves on Audit, Nomination & Corporate Governance, and is Chair of the Compensation Committee. Holds a B.A. from the College of the Holy Cross. Nominated pursuant to the MassMutual Shareholder Agreement, under which MassMutual designates a board member while it maintains ownership thresholds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MM Asset Management Holding LLC | Vice Chairman | 2015–2017 | Senior leadership in asset management |
| OppenheimerFunds Inc. | Chair | 2009–2015 | Led strategy and governance at a large asset manager |
| OppenheimerFunds Inc. | CEO | 2009–2014 | Executive leadership, industry experience |
| OppenheimerFunds Inc. | President | 2009–2013 | Oversight of operations and client focus |
| MassMutual Financial Group | Co-Chief Operating Officer | 2007–2008 | Enterprise execution and regulatory oversight |
| MassMutual Financial Group | EVP, U.S. Insurance Group | 2006–2008 | U.S. insurance leadership |
| Babson Capital Management (now Barings, LLC) | CEO | 2005–2006 | Global business perspective |
| Babson Capital Management | COO | 2003–2005 | Operational leadership |
| Scudder Investments | President & COO | 2000–2003 | Strategy and client focus |
| Dreyfus; The Boston Company; State Street Bank & Trust; Procter & Gamble | Senior roles | — | Broader financial services experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| LPL Financial Holdings Inc. | Director | Current | Compensation; Nominating & Corporate Governance |
Board Governance
- Committee assignments: Audit (member), Compensation (Chair), Nomination & Corporate Governance (member) .
- Independence: Board determined Glavin is independent under NYSE rules; all three standing committees consist entirely of independent directors .
- Attendance and engagement: Board met 12 times 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 meet in executive session at least quarterly, presided over by the independent Chair (G. Richard Wagoner, Jr.) .
- Committee meeting cadence (2024): Audit 10; Compensation 6; Nomination & Corporate Governance 3 .
- Shareholder support (2025 AGM): Glavin received 332,972,834 votes “For,” 9,173,645 “Against,” 13,002,301 abstentions; all nominees elected .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Basic annual cash fee | 120,000 |
| Compensation Committee Chair fee | 20,000 |
| Total cash fees (Glavin) | 140,000 |
- Director cash compensation is set by the Compensation Committee using an independent consultant (Johnson Associates) and peer benchmarks; no meeting fees; travel reimbursed .
- For 2025, the committee made no changes to director compensation levels .
Performance Compensation
| Component (2024) | Detail | Amount/Units |
|---|---|---|
| Annual equity award | Time-based common shares; paid in advance; one-year vesting | 11,955 shares; grant-date fair value $194,986 |
| Dividends on unvested equity | Paid at same time and rate as common shares | Policy disclosed |
- No options or performance-conditioned equity for directors are disclosed; director equity grants are time-based to align interests .
Other Directorships & Interlocks
- MassMutual designee: Glavin is the current director designated by Massachusetts Mutual Life Insurance Company (owns ~18.2% of IVZ common shares) under the 2019 Shareholder Agreement; the designee is entitled to be a member of each standing committee (or an observer if law restricts), and Invesco must use reasonable best efforts to elect the designee annually while MassMutual maintains ownership thresholds .
- Approval/voting rights: Until governance termination, MassMutual has approval rights over certain capital and strategic actions (e.g., issuing >10% voting power, adopting a rights plan), and must generally vote in line with the Board’s recommendations on director elections and compensation matters, subject to agreement terms .
Expertise & Qualifications
- Executive strategy and execution; industry experience in asset management; international perspective; marketing/client focus; regulatory/government/legal familiarity .
- Background includes CEO/Chair roles at OppenheimerFunds and senior roles at MassMutual and Babson/Barings .
Equity Ownership
| Metric | Dec 31, 2024 | Feb 18, 2025 |
|---|---|---|
| Common shares beneficially owned | 48,289 | 60,244 |
| Deferred share awards | — | — |
| Ownership as % of shares outstanding | — | 60,244 / 447,413,586 ≈ 0.013% |
| Pledged shares | None pledged (company-wide statement for directors/executives) | |
| Stock ownership guideline | 4x basic cash fee; 5-year compliance window; retention requirements until met |
- As of Dec 31, 2024, all 2024 director equity awards remained outstanding (one-year vesting), implying Glavin’s 11,955-share grant was unvested at year-end .
Governance Assessment
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Strengths:
- Independent director, experienced asset management executive, and active committee participant; chairs Compensation Committee .
- Robust governance processes: independent-only committees; executive sessions; formal related party transaction policy requiring Audit Committee approval; annual board self-assessment with external advisor .
- Shareholder support: Glavin elected with 333.0M votes “For”; overall say-on-pay approval was 307.3M “For” (with 36.1M broker non-votes) .
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Risks/RED FLAGS:
- MassMutual’s governance rights and its designee’s entitlement to sit on all standing committees, combined with Glavin’s role as Compensation Committee Chair, may create perceived influence by a significant shareholder over pay and board processes; IVZ discloses MassMutual approval and voting covenants through the governance termination date .
- Related-party exposure: IVZ and MassMutual conduct ordinary-course transactions (e.g., seeding strategies; investing in IVZ-managed products) where amounts may exceed $120,000; oversight depends on IVZ’s related person transaction policy and Audit Committee review .
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Engagement:
- At least 75% meeting attendance; all directors attended the 2024 AGM; quarterly independent director executive sessions .
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Director Compensation Mix:
- Cash ($140k) plus equity grant (~$195k fair value), with equity larger than cash, supporting alignment; no options or performance metrics for directors .
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Ownership Alignment:
- Beneficial holdings increased between Dec 2024 and Feb 2025; no pledged shares disclosed; subject to 4x fee ownership guideline and share retention until compliance .
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Compensation Committee Interlocks:
- No members (including Glavin) were officers/employees, former officers, or parties to disclosable related person transactions; no reciprocal interlocks reported with other issuers .