Anne Sheehan
JANUS HENDERSON GROUPAbout Anne Sheehan
Anne Sheehan (age 68) is an independent non‑executive director of Janus Henderson Group plc, serving since 2022. She sits on the Audit Committee and the Governance & Nominations Committee, and is nominated for re‑election in 2025. She holds a BA in Political Science and History from the University of Colorado. Her background includes leading corporate governance and responsible investing for CalSTRS and serving as Chair of the SEC’s Investor Advisory Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California State Teachers’ Retirement System (CalSTRS) | Director of Corporate Governance | 2008 – 2018 | Managed active equities portfolio >$4B; built sustainability strategy; led manager selection |
| U.S. SEC Investor Advisory Committee | Chair | 2012 – June 2020 | Advised SEC; advanced shareholder rights and governance reforms |
| NASDAQ Listing and Hearings Council | Co‑Chair | 2010 – 2015 | Oversight of listing standards and hearings |
| Wells Fargo & Company | Stakeholder Advisory Committee Member | 2016 – March 2023 | External stakeholder input on governance; ended 2023 |
| PJT Camberview | Senior Advisor | 2018 – current | Advises issuers on investor engagement and governance |
| Stanford Law School Rock Center for Corporate Governance | Advisory Board | 2019 – current | Governance research and policy input |
| University of Delaware Weinberg Center for Corporate Governance | Advisory Board | 2014 – current | Governance best practices advocacy |
| Investor Stewardship Group | Founder | n/a | Established investor stewardship framework |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Victoria’s Secret & Co. (NYSE: VSCO) | Director | Current | Current public company directorship |
| Cohn Robbins Holdings Corp. | Director | 2016 – March 2023 | Former public company directorship |
Board Governance
- Independence: The Board determined all current directors except the CEO are independent; all four standing committees are fully independent. Sheehan is independent.
- Committees: Sheehan is a member of Audit and Governance & Nominations; Audit met 6 times in 2024 with 100% attendance; Governance & Nominations met 4 times with 100% attendance.
- Board attendance: The Board held 6 meetings in 2024 with 100% overall director attendance. All 11 directors attended the 2024 AGM in person.
- Executive sessions: Independent directors met in executive session at each regular Board and committee meeting.
- Outside board limits: Policy limits directors to ≤3 other public boards, and audit committee members to ≤2 other audit committees; Board determined all directors compliant.
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard cash retainer for non‑executive directors |
| Committee membership fees | $30,000 | $15,000 per committee; Sheehan sits on Audit and Governance & Nominations |
| Total cash fees (Sheehan) | $130,000 | Reported fees earned or paid in cash |
| Equity award (grant value) | $150,008 | 2024/2025 RSUs; fair market value based on May 3, 2024 price of $32.76 |
| Total director compensation (Sheehan) | $280,008 | Cash + stock; no other compensation reported |
| Equity Grant Details | Data | Notes |
|---|---|---|
| 2024/2025 RSU grant vesting | 1‑year vest | Annual director equity grants made as RSUs with 1‑year vest |
| RSUs outstanding (12/31/2024) | 4,579 units | Sheehan RSUs outstanding at year‑end |
Stock Ownership Guidelines for Directors:
- Requirement: Own ≥$400,000 in JHG shares within 5 years of joining; cannot sell until met. Sheehan joined in 2022 and had not yet met the guideline as of 12/31/2024.
Performance Compensation
| Metric/Instrument | Presence in Director Pay | Terms |
|---|---|---|
| Performance‑based stock (PSUs) | None disclosed for directors | Director equity provided as time‑based RSUs; no options or PSUs |
| Options | Not granted | Company does not grant stock options to directors in program described |
Other Directorships & Interlocks
| Company | Industry Relationship to JHG | Interlock/Conflict Notes |
|---|---|---|
| Victoria’s Secret & Co. | Retail/apparel; no stated JHG relationship | No related‑party transactions disclosed involving Sheehan |
Expertise & Qualifications
- Asset management/Institutional investor expertise via CalSTRS leadership and active equities oversight, including sustainability integration.
- Sustainability leadership (founding member of Sustainability Standards Board; broad responsible investing advocacy).
- Legal/regulatory fluency (SEC Investor Advisory Committee Chair; active engagement with SEC/CFTC rulemakings).
- Audit/financial reporting: Sheehan is designated an “audit committee financial expert” under SEC rules; serves on JHG Audit Committee.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares (3/10/2025) | 4,981 | “Less than 1%” of outstanding shares |
| Ownership % of shares outstanding | <1% | Company discloses <1%; 157,557,812 shares outstanding |
| RSUs outstanding (12/31/2024) | 4,579 | Year‑end outstanding RSUs |
| Hedging/Pledging | Prohibited | Company Share Trading Policy prohibits hedging and pledging for directors |
Governance Assessment
- Strengths: Independent director with deep institutional investor, sustainability, and regulatory experience; audit committee financial expert; strong committee attendance; robust Board governance (independent Chair; independent committees; executive sessions). These elements support board effectiveness and investor confidence.
- Alignment: Director stock ownership guideline in place; Sheehan within 5‑year window and not yet met as of 12/31/2024; equity paid in stock/RSUs fosters alignment.
- Compensation structure: Cash retainer plus RSUs; no performance‑based director equity or options; transparent fee schedule; no meeting fees disclosed.
- Attendance/Engagement: 100% Board attendance in 2024; committees at 100% attendance; full AGM attendance; ongoing shareholder engagement program led by Board/management (over 180 meetings in 2024).
- Conflicts/Related‑party: Audit Committee reviews related party transactions; company discloses none requiring Item 404(a) for directors, with Sheehan not implicated; strong share trading policy (no hedging/pledging).
- Shareholder signals: Say‑on‑pay approval 98.7% in 2024 indicates broad investor support for compensation governance.
RED FLAGS: None disclosed specific to Sheehan (no related‑party transactions, hedging/pledging or attendance issues reported). Ownership guideline not yet met (joined 2022) but within policy timeline; monitored by Governance & Nominations Committee.