Brian Baldwin

About Brian Baldwin

Brian Baldwin is an independent, non-executive director of Janus Henderson Group plc (JHG); he is age 42 and has served on the Board since 2022 . He is a Partner at Trian Fund Management, L.P. and has been Head of Research since June 2023, with nearly 20 years of asset management industry experience focused on strategy, M&A, and operational improvements across public asset managers . Baldwin previously worked at Merrill Lynch Global Private Equity (2005–2007) and holds a BS (summa cum laude) from The Wharton School at the University of Pennsylvania .

Past Roles

External Roles

Board Governance

• Independence and role: Baldwin is an independent, non-executive director and a member of the Governance & Nominations Committee (GNC) .
• Board/committee structure and effectiveness: In 2024, the Board held 6 meetings with 100% overall director attendance; all four standing committees are composed entirely of independent directors and hold executive sessions at each regularly scheduled meeting .
• Committee assignments (2024):
  • Governance & Nominations Committee: 4 meetings; 100% attendance; Baldwin is a member (Chair: Kalpana Desai) .
  • Audit Committee: 6 meetings; 100% attendance; Baldwin is not a member .
  • Human Capital & Compensation Committee: 6 meetings; 100% attendance; Baldwin is not a member .
  • Risk Committee: 5 meetings; 100% attendance; Baldwin is not a member .
• Trian affiliation and board rights: Trian is JHG’s largest shareholder (~20.2% or 31,867,800 shares); two Trian-recommended directors (Baldwin and Josh Frank) serve on the Board, and the Board agreed Trian may replace either with another Trian partner if a vacancy occurs before term end .
• Related party oversight: The Audit Committee reviews related party transactions; JHG subsidiaries may invest client assets in companies where Baldwin or Trian affiliates are directors/significant stockholders, or in Trian-managed funds/vehicles .
• Trading policy (hedging/pledging): JHG prohibits hedging, short sales, options trading, and pledging/margin accounts for directors; certain aspects do not apply to Trian as an institution, but the policy applies to Baldwin in his individual capacity .

Fixed Compensation

Fee schedule (program level): Board members $100,000 cash + $150,000 stock; committee member $15,000 each; other committee chair $20,000; Audit Chair $40,000; Chair of the Board: $250,000 cash + $285,000 stock .

Performance Compensation

Non‑executive director pay is not performance‑based; annual equity grants are time‑based RSUs with a one‑year vest (Baldwin elected cash instead of RSUs in 2024/2025) . Directors who have met the ownership guideline may choose to receive all/part of the stock award in cash; stock awards are generally delivered in shares, per program design .

Other Directorships & Interlocks

• Current other public board: Rentokil Initial plc (RTO) .
• Former public board: nVent Electric plc (NVT), 2018–May 2020 .
• Interlock/related‑party exposure: JHG subsidiaries may invest client assets in companies where Baldwin/Frank serve as directors or in Trian-managed funds/vehicles; the Audit Committee reviews related party transactions .
• Trian influence: Trian holds ~20.2% of JHG; two Trian-affiliated directors (Baldwin, Frank) serve; Board allows Trian to nominate replacements for those seats during term .

Expertise & Qualifications

• Asset management industry: Nearly 20 years; leadership role in Trian’s financial services investments and asset manager operational/strategic improvements .
• Strategy & M&A: Deep involvement in transformational transactions and formulating/implementing competitive strategies at public companies .
• Public company governance: Service on compensation/governance committees and experience resolving complex governance matters (succession, compensation) .
• Education: BS, The Wharton School (summa cum laude) .

Equity Ownership

Insider Trades

Governance Assessment

• Signals supporting investor confidence

  • Independent director with focused governance/M&A expertise; member of GNC with 100% committee attendance and a Board reporting 100% overall attendance in 2024, indicating strong engagement .
  • Board structure: Independent Chair; all committees composed of independent directors; executive sessions at each regularly scheduled Board/committee meeting .
  • Clear RPT oversight and comprehensive trading policy restrictions (hedging/pledging/short sales) for directors .
  • High say‑on‑pay support in 2024 (98.7%), signaling broad shareholder alignment with governance and pay practices .

• RED FLAGS / areas to monitor

  • Significant shareholder influence: Trian holds ~20.2% and has two affiliated directors; Board agreement allows Trian to replace those directors mid‑term—monitor for potential influence on governance/strategy and potential perceived conflicts .
  • Related‑party exposure: JHG client assets may be invested in companies where Baldwin/Frank are directors or in Trian-managed vehicles—ensure robust Audit Committee oversight and disclosure controls remain effective .
  • Alignment optics: Baldwin elected cash in lieu of RSUs for the 2024/2025 director equity award; while permitted once guidelines are met, this choice reduces incremental equity exposure versus peers receiving RSUs .
  • Trading policy carve‑out: Certain aspects of hedging/pledging restrictions do not apply to Trian institutionally; however, the policy applies to Baldwin individually—continue to monitor adherence .