Eugene Flood Jr.

About Eugene Flood Jr.

Independent non-executive director of Janus Henderson Group plc; Chair of the Risk Committee and member of the Human Capital & Compensation Committee. Age 69; director since 2017 (8 years of service as of the 2025 AGM). Background spans 30+ years across asset management, trading, portfolio/risk oversight; education: BA in Economics (Harvard) and PhD in Economics (MIT) . The Board affirmatively determined he is independent under NYSE standards; overall 2024 Board attendance was 100%, and all 11 directors attended the 2024 AGM in person .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Risk Committee; member, Human Capital & Compensation Committee . The Risk Committee met 5 times in 2024 with 100% attendance; Human Capital & Compensation met 6 times with 100% attendance .
• Independence: All directors except the CEO are independent; all four standing committees are fully independent .
• Board/meeting cadence and engagement: Board met six times in 2024 with 100% overall director attendance; all 11 directors attended the 2024 AGM in person; executive sessions of independent directors held at each regular Board and committee meeting .
• Board leadership: Independent Chair; roles of Chair and CEO are separated; annual review of leadership structure .
• Risk oversight focus: Risk Committee oversees enterprise risks including cybersecurity, technology, operational risk, and financially material climate/ESG investment risks; evaluates risk appetite; monitors emerging risks; oversees CRO effectiveness and reports .
• Outside board limits and compliance: Policy limits directors to ≤3 other public boards; Audit members ≤2 other audit committees; Board determined all directors comply .

Fixed Compensation

• Stock ownership guideline for directors: Minimum $400,000 within five years; directors may not sell shares until guideline met; as of Dec 31, 2024, all non-executive directors except those who joined within the past five years (Cassaday, Quirk, Seidman, Sheehan) had satisfied the guideline (Flood joined in 2017 → satisfied) .

Performance Compensation

• Non-executive directors do not have performance-based pay; equity is granted as fully vested stock or time-vested RSUs, not tied to performance metrics .

• 2024 equity grant mechanics for directors: RSUs with 1-year vesting were granted using the May 3, 2024 fair market value ($32.76); as of Dec 31, 2024, Flood held 4,579 outstanding RSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Asset management, mutual fund, and adviser services expertise spanning public and private markets; risk oversight across buy- and sell-side contexts .
• Financial reporting and standard-setting governance via Financial Accounting Foundation; audit/financial literacy; speaks/writes on risk management .
• Academic and analytical rigor (PhD in Economics, MIT; BA in Economics, Harvard) .

Equity Ownership

• Hedging/pledging/short sales: Prohibited for directors under JHG’s Share Trading Policy; pledged shares are not permitted, which reduces alignment risk from collateralization .
• Ownership guideline: Met (director since 2017; guideline $400,000 within five years; Flood not among the exceptions) .

Governance Assessment

• Strengths and signals

  • Risk Committee leadership: Chairs oversight of enterprise risk, including cybersecurity/technology and climate/ESG investment risks; aligns with JHG’s elevated risk and tech agenda, and reports regularly to the full Board .
  • Independence and engagement: Independent under NYSE rules; 100% Board and committee attendance culture; attended 2024 AGM in person; supports board effectiveness .
  • Alignment and conduct: Meets stock ownership guidelines; strong anti-hedging/pledging policy enhances shareholder alignment and reduces collateralization risk .
  • Board structure quality: Independent Chair and separated Chair/CEO roles; executive sessions at every regular Board/committee meeting; supports independent oversight .

• Potential conflicts/overboarding review

  • Outside boards policy enforced (≤3 public boards; Audit committee ≤2); Board confirms all directors are compliant; Flood holds one other public board (FCNCA) – within limits .
  • Related-party transactions: None disclosed for Flood; policy requires Audit Committee review; the only notable related-party context disclosed relates to Trian’s holdings and directors (not Flood) .

• RED FLAGS

  • None disclosed specific to Flood (no related-party transactions, no hedging/pledging, attendance strong). Note: concentrated shareholder influence from Trian (~20%) is a board-level dynamic to monitor, though not a Flood-specific conflict .

Appendix: Quick Reference Tables

Committee Service Snapshot (2024)

2024 Director Compensation – Eugene Flood

Ownership & Restrictions

• Beneficial ownership: 12,572 shares (<1%) as of Mar 10, 2025; RSUs outstanding: 4,579 (12/31/24) .
• No hedging/pledging/short sales permitted under Share Trading Policy .
• Director stock ownership guideline: $400,000 within five years; Flood has satisfied guideline .