Ali Dibadj
JANUS HENDERSON GROUPAbout Ali Dibadj
Ali Dibadj is Chief Executive Officer of Janus Henderson Group plc (JHG) and a director since 2022. He is 49 years old and holds a BS in Engineering Sciences (magna cum laude) from Harvard College and a JD (cum laude) from Harvard Law School . JHG’s performance under his tenure includes TSR of +36.0% in 2023 and +47.5% in 2024; adjusted revenue rose 18% year-over-year to $1,940.8 million in 2024 and adjusted diluted EPS increased 34% versus 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AllianceBernstein | CFO & Head of Strategy | Feb 2021–Mar 2022 | Led finance and strategy; supported transformation initiatives . |
| AllianceBernstein | Head of Finance & Strategy (overlap) | Mar 2020–Feb 2021 | Drove finance/strategy alignment . |
| AllianceBernstein | Equities PM & Senior Analyst (overlap) | 2017–Mar 2022 | Top-ranked analyst; investment leadership . |
| AllianceBernstein | Senior Analyst | 2006–Mar 2020 | Research leadership; industry recognition . |
| McKinsey & Mercer | Management Consulting | ~1997–2006 | Strategy and operations expertise . |
| Skadden, Arps | Legal | pre-2006 | Transactions and legal foundations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sysco Corporation | Director; Audit & Sustainability Committees | 2015–2021 (prior), current director listing | Committee service noted; current public board role . |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table basis):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 384,464 | 725,000 | 725,000 |
| Bonus ($, cash) | 2,550,000 | 3,082,500 | 5,110,000 |
| Stock Awards ($, GAAP fair value) | 5,000,022 | 5,950,035 | 7,192,559 |
| Non-Equity Incentive Plan ($) | — | — | — |
| All Other Compensation ($) | 13,329 | 355,563 | 252,648 |
| Total ($) | 7,947,815 | 10,113,098 | 13,280,207 |
Notes:
- 2024 “All Other” includes 401(k)/retirement contributions, insurance, and tax equalization; detailed breakdown shows $20,700 retirement, $28,387 benefits, and $203,561 other (tax equalization, charitable match) .
- Target bonus % not disclosed; the program uses a scorecard rather than fixed target percentages .
Performance Compensation
CEO variable compensation design and 2024 grant specifics:
| Element | Metric/Design | Weighting/Structure | 2024 Grant Details |
|---|---|---|---|
| Annual Cash Bonus (STI) | Scorecard across Financial, Client, Strategy, Culture | 25% each category | Included in $12.775m total variable comp . |
| RSUs (LTI, time-based) | 3-year ratable vesting | 40% of CEO LTI; dividends paid as equivalents | 92,509 RSUs granted 2/29/2024; GAAP FV $2,877,030 . |
| PSUs (LTI, performance-based) | 3-year cliff; matrix on annual net new revenue growth & adjusted operating margin; modifiers: relative TSR & net flows | 60% of CEO LTI; at-risk | 138,763 target PSUs granted 2/29/2024; GAAP FV $4,315,529 . |
| LTI Mix | RSUs 40% / PSUs 60% of LTI; LTI = 60% of total variable compensation | Emphasizes long-term alignment | CEO total comp $13.5m; variable comp $12.775m (+23% y/y) . |
Scorecard highlights (2024 outcomes):
- Financial outcomes: TSR +47.5%; exceeded net new revenue growth and margin targets .
- Client outcomes: improved asset retention; ESG integration across majority of AUM .
- Strategy: acquisitions (Tabula, Victory Park Capital, NBK), ETF scale-up; Privacore JV .
- Culture: embedded MVP; engagement gains; transparency initiatives .
Equity Ownership & Alignment
Ownership, guidelines, and outstanding awards:
| Category | Detail | As-of | Value/Count |
|---|---|---|---|
| Beneficial Shares Owned | Direct/indirect shares | Mar 10, 2025 | 96,396; <1% of outstanding . |
| Stock Ownership Guideline | CEO 10x base salary; 5 years to comply | Policy | Required; executives restricted from selling until met . |
| Hedging/Pledging | Prohibited for directors/employees | Policy | No hedging/short-selling/pledging allowed . |
| RSUs Unvested | 71,071 (2022 new hire); 43,585 (2023); 92,509 (2024) vest ratably over 3 years | Dec 31, 2024 | 207,165 units; MV $8,810,727 (@$42.53) . |
| PSUs Unearned | 2023 and 2024 cycles | Dec 31, 2024 | 581,098 units at max (200%); MV $24,714,098 (@$42.53) . |
Note: Company does not grant executive stock options; RSUs/PSUs are the primary long-term equity instruments .
Employment Terms
| Provision | Detail |
|---|---|
| Position/Board | CEO since June 2022; Director since 2022; no Board committees . |
| Severance Rights Agreement (3/23/2022) | If terminated without Cause or resigned for Good Reason before 3/23/2025: lump sum equal to 3x annual total cash compensation, plus any unpaid prior-year variable cash, plus pro-rated annual cash bonus at target; 18 months continued health/welfare; unvested RSUs/PSUs continue vesting per terms; subject to release and covenants . |
| Restrictive Covenants | 12 months non-compete and non-solicit of clients/employees/contractors . |
| Change-in-Control | No individual CIC agreements; beginning with 2020 grants, LTI awards do not contain CIC provisions . |
| Clawback Policies | Company clawback (for misconduct, misstatements, risk failures) covering LTI grants since 2020; Dodd-Frank/NYSE-compliant clawback for Section 16 officers (incentive-based comp received on/after 10/2/2023) . |
| Share Trading Policy | Prohibits short selling, hedging, pledging, and margin accounts for JHG shares . |
Board Governance
- Board structure: independent Chair (John Cassaday) and separated Chair/CEO roles; Ali is the only non-independent director; all Board committees (Audit; Governance & Nominations; Human Capital & Compensation; Risk) are fully independent .
- Executive sessions: independent directors hold executive sessions at each regular meeting .
- Meetings/attendance: 6 Board meetings in 2024; 100% overall director attendance; 27 standing/special committee meetings .
- Dual-role implications: Independence preserved via split Chair/CEO; committee independence; robust evaluations and governance processes .
Director Compensation
- Non-executive director fees: Board member $100,000 cash + $150,000 stock; Chair $250,000 cash + $285,000 stock; committee fees: Audit Chair $40,000; other Chairs $20,000; per committee $15,000 .
- These fees apply to non-executive directors; Ali does not serve on Board committees and is an executive director .
Compensation Peer Group & Say-on-Pay
| Item | Detail |
|---|---|
| Compensation Peer Group | Abrdn, AMG, AB, Ameriprise, Artisan, Cohen & Steers, Federated Hermes, Franklin Resources, Invesco, Lazard, M&G, Man Group, Schroders, T. Rowe Price, Victory Capital, Virtus Investment Partners . |
| Say-on-Pay Results | 2023: 78.1% support; 2024: 98.7% support . |
| Program Design “Do/Don’t” | At-risk pay (95% CEO); robust ownership (10x CEO); PSUs 3-yr; clawbacks; no CIC agreements; no tax gross-ups; no pledging/hedging; no excessive perquisites . |
Performance & Track Record
- Strategic execution: Positive net sales of $2.4 billion in 2024 vs $(0.7) billion in 2023 and $(37) billion in 2022; acquisitions (Tabula IM, Victory Park Capital, NBK Capital Partners); active ETF expansion (AUM doubled to $27B; 8th largest provider; 3rd largest active FI ETF provider in US) .
- Financial outcomes: Adjusted revenue $1,940.8M (+18% y/y); adjusted operating margin 34.4% (+350 bps y/y); adjusted diluted EPS up 34% y/y .
- Brand/shareholder returns: TSR +47.5% in 2024; shareholder returns via $458M dividends/buybacks in 2024 .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited by policy, reducing alignment risks from collateralized shares or derivatives .
- Clawback: Robust dual clawback frameworks mitigate misconduct or restatement risk .
- CIC windfalls: No CIC agreements/single-trigger vesting; mitigates parachute risk .
- Related parties: Policy governed by Audit Committee; no material related party transactions reported for NEOs .
Investment Implications
- High alignment: Significant PSU weighting tied to net new revenue growth and adjusted operating margin, with TSR/net flow modifiers; CEO ownership guideline of 10x salary; hedging/pledging prohibited .
- Retention risk moderate: Strong severance protections through March 2025 and continued vesting on separation reduce flight risk near-term; 12-month non-compete/non-solicit covenants protect JHG .
- Selling pressure watch: RSUs vest ratably over three years and PSUs cliff vest after three years; sizable unvested grants could lead to scheduled tax-related sales around vest dates, though policy prohibits hedging/pledging .
- Governance quality: Independent Chair; committees fully independent; strong shareholder support (2024 say-on-pay 98.7%) supports stability of compensation design and oversight .
Appendix: 2024 CEO Grant Detail
| Grant Date | Instrument | Target/Count | GAAP Fair Value ($) |
|---|---|---|---|
| 2/29/2024 | RSUs | 92,509 | 2,877,030 |
| 2/29/2024 | PSUs (target) | 138,763 | 4,315,529 |
Appendix: CEO Outstanding Equity (12/31/2024)
| Instrument | Units | Valuation Basis | Market Value ($) |
|---|---|---|---|
| Unvested RSUs | 207,165 | $42.53 close | 8,810,727 |
| Unearned PSUs (max 200%) | 581,098 | $42.53 close | 24,714,098 |