John Cassaday
JANUS HENDERSON GROUPAbout John Cassaday
John Cassaday is the independent Chair of the Board and a Non-Executive Director of Janus Henderson Group plc (JHG), serving since 2022; he is age 71 and sits on the Governance and Nominations Committee . He has more than 25 years as a CEO and 34+ years of public company chair/director experience across multiple industries and geographies, with particular strengths in executive leadership, public company governance, and human capital/compensation oversight . Education: BA, University of Western Toronto; MBA (honors), Rotman School of Management, University of Toronto . Other current public company boards: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corus Entertainment Inc. | President & CEO | 1999 – 2015 | Led media company through industry cycles; extensive CEO experience |
| Shaw Communications | Executive Vice President | 1997 – 1999 | Senior operating leadership in telecom/media |
| CTV Television Network | President & CEO | 1990 – 1997 | Led national broadcaster; strategy and governance experience |
| Campbell Soup Company (Canada and UK) | President – Canada and UK | 1984 – 1990 | International operating leadership |
| Irving Oil Ltd. | Director | 2009 – March 2023 | Board experience in energy; private company |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Manulife Financial Corp. | NYSE: MFC | Chair (Former) | 1993 – Feb 2023 | Former public board; chairmanship |
| Sysco Corp. | NYSE: SYY | Director (Former) | 2004 – Nov 2022 | Former public board |
| Sleep Country Canada Holdings Inc. | TSX: ZZZ | Director (Former) | 2015 – Oct 2024 | Former public board |
| Spin Master Corp. | TSX: TOY | Lead Independent Director (Former) | 2015 – 2018 | Former public board leadership |
| Current public boards | — | — | — | None |
Board Governance
- Role and independence: Independent Chair; Board otherwise independent except CEO .
- Committee assignments: Member, Governance and Nominations Committee (GNC); not listed on Audit, Human Capital & Compensation (HCCC), or Risk Committees .
- Committee leadership: Chair of the Board (non-executive); the Chair does not receive separate committee fees .
- Attendance and engagement: In 2024, the Board held six meetings; each director attended at least 94% of combined Board/committee meetings; overall Board meeting attendance was 100%; all 11 directors attended the 2024 AGM; independent directors met in executive session at each regular Board meeting, presided over by the Chair .
- Board/Chair evaluation: Annual evaluations of the Board, committees, and the Board Chair; 2025 evaluation will be facilitated by a third-party specialist .
- Governance controls: GNC oversees director compensation, stock ownership guidelines, board composition/skills, and annual evaluations; all GNC members are independent and had 100% attendance in 2024 (4 meetings) .
- Shareholder support signal: Say-on-pay approved by 98.7% in 2024, reflecting strong investor support of compensation/governance program .
Fixed Compensation (Non-Executive Director Pay)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (Chair) | $250,000 | Standard Chair cash fee |
| Committee fees | $0 | Chair does not receive separate committee fees |
| All other compensation | $0 | No “Other Compensation” reported for 2024 |
| Total cash | $250,000 | Sum of cash elements |
Fee schedule context (Board-wide, 2024 program): Board members $100,000 cash/$150,000 stock; Chair $250,000 cash/$285,000 stock; Audit Chair $40,000; other committee chair $20,000; per-committee membership $15,000; stock awards typically in RSUs; cash option available for directors who met ownership guideline .
Performance Compensation (Equity; Directors)
| Grant detail | Value/Shares | Vesting/Metrics | Notes |
|---|---|---|---|
| 2024/2025 Stock award (Chair) | $285,012 | RSUs with 1-year vesting; grant FMV $32.76 on May 3, 2024 | RSUs outstanding at 12/31/24: 8,700 units (Cassaday) |
| Total 2024 equity (Chair) | $285,012 | Time-based vesting; no performance metrics | Directors’ awards are time-based; some directors elected cash in lieu (not Cassaday) |
Director 2024 total compensation (reported): $535,012 (Cash $250,000; Stock $285,012) . No options, bonuses, or other equity types disclosed for non-executive directors .
Other Directorships & Interlocks
- Current public boards: None .
- Interlocks/related-party exposure: Proxy discloses no material related party transactions requiring disclosure involving directors other than items relating to Trian-affiliated directors (Baldwin, Frank); no loans/guarantees outstanding to directors; Audit Committee reviews/approves any related party transactions per policy .
- Context: Trian and affiliates beneficially own 31,867,800 JHG shares; two non-executive directors (Baldwin, Frank) are Trian partners; policy notes certain trading policy exceptions for Trian in its institutional capacity, but personal trading restrictions apply to the individuals .
Expertise & Qualifications
- Executive leadership (25+ years as CEO; board chair/lead director roles) .
- Public company governance (34+ years chair/director; governance committee experience) .
- Human capital/compensation oversight (prior service as chair/member of compensation committees; succession planning and compensation philosophy expertise) .
- Education: BA, University of Western Toronto; MBA (honors), Rotman School, University of Toronto .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 20,693 shares; “<1%” of outstanding (157,557,812 shares outstanding as of Mar 10, 2025) |
| RSUs outstanding (12/31/2024) | 8,700 units (non-executive director grant) |
| Hedging/pledging | Directors prohibited from hedging, short sales, options, and pledging/margin accounts per Share Trading Policy |
| Director stock ownership guideline | $400,000 within 5 years of joining the Board; directors cannot sell until met |
| Compliance status (12/31/2024) | Not yet required to meet guideline (joined within last five years); among the few still in the five-year window |
Governance Assessment
- Strengths: Independent, non-executive Chair with governance and compensation oversight expertise; presides over regular executive sessions, supporting independent oversight . GNC membership reinforces focus on board composition, director pay, and annual evaluations (including Chair evaluation), with 100% committee attendance in 2024 . Hedging/pledging prohibitions and ownership guidelines support alignment; strong say‑on‑pay support (98.7%) signals investor confidence in governance/compensation frameworks .
- Alignment/ownership: Holds 20,693 shares and 8,700 RSUs outstanding; within five‑year period to meet $400,000 ownership guideline; monitor progress toward guideline as Chair for stronger optics on alignment .
- Conflicts/related parties: No material related party transactions disclosed relating to Cassaday; the principal related party context on the Board involves Trian-affiliated directors and their significant shareholdings—an area for ongoing Chair-level oversight to manage perceived conflicts and ensure committee independence .
- Attendance/engagement: Board meeting attendance robust (100% Board-level in 2024) and all directors attended the 2024 AGM; each director attended at least 94% of combined Board/committee meetings, indicating strong engagement .
- Compensation structure (directors): Cash/equity mix is balanced and time-based (no performance metrics), consistent with best practice for director independence; Chair receives no separate committee fees, limiting fee-driven conflicts .