Josh Frank
JANUS HENDERSON GROUPAbout Josh Frank
Josh Frank is an independent, non-executive director of Janus Henderson Group plc, age 46, serving since 2023. He sits on the Human Capital & Compensation Committee and the Risk Committee; he has no current public company directorships and previously served on Sysco Corp.’s board (2015–Aug 2021). He is a Partner at Trian Fund Management, currently Co-Chief Investment Officer (since June 2023), formerly Co-Head of Research, with prior roles at Triarc Companies and Credit Suisse First Boston; he holds a BA in Economics (cum laude) from Yale.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trian Fund Management, L.P. | Partner; Co-Chief Investment Officer; Co-Head of Research; Investment team member | Partner: 2011–current; Co-CIO: Jun 2023–current; Co-Head Research: Jul 2020–Jun 2023; Investment team: 2005–current | Strategy/M&A, governance, compensation alignment, capital allocation advisory across public companies |
| Triarc Companies, Inc. | Associate, Corporate Development | 2003–2007 | Corporate development experience |
| Credit Suisse First Boston | M&A and Healthcare Investment Banking roles | 2001–2003 | Transaction execution, sector expertise |
| Sysco Corp. (NYSE: SYY) | Director | 2015–Aug 2021 | Board oversight; specific committee roles not disclosed in JHG proxy |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company boards | None | Current | No other current public directorships |
Board Governance
- Independence: Independent director; all committees on which he serves are composed entirely of independent directors under NYSE standards.
- Committees: Human Capital & Compensation (6 meetings; 100% attendance overall), Risk (5 meetings; 100% attendance overall).
- Board attendance: Board held 6 meetings in 2024 with 100% overall director attendance; each director attended at least 94% of combined Board and committee meetings.
- Tenure and refreshment: Director since 2023; Board includes two Trian-recommended directors (Baldwin and Frank) with a provision to allow replacement by another Trian partner if either leaves mid-term.
- Cybersecurity and technology oversight: Risk Committee receives regular reports from CISO; Board formed Operational Project Committee to oversee key technology initiatives.
Fixed Compensation
| Component | 2024 Amount ($) | Structure/Details | Notes |
|---|---|---|---|
| Annual Board cash retainer | 100,000 | Paid quarterly in arrears | Standard for non-exec directors |
| Committee membership fees | 30,000 | $15,000 per committee; two committees | Aligns with committee workload |
| Total cash fees (2024) | 130,000 | Board + committee fees | Consistent with fee schedule |
| Annual stock award (grant value) | 150,000 | RSUs, 1-year vest; FMV $32.76 on May 3, 2024 | He elected to receive award value in cash after taxes |
| Director fee schedule (context) | — | Board members: $100k cash + $150k stock; Committee: $15k per committee; Chair fees higher | Stock awards typically fully vested shares; option to cash if ownership guideline met |
Performance Compensation
Directors do not receive performance-based incentives; equity awards for non-executive directors are time-based and not tied to operational or TSR metrics.
| Metric Category | Disclosed for Directors | Detail |
|---|---|---|
| Performance metrics tied to director pay | None | RSUs vest time-based over 1 year; no performance conditions |
| Options/PSUs | None disclosed | No option awards or PSUs reported for directors in 2024 |
Other Directorships & Interlocks
| Company | Relationship | Dates | Interlock/Notes |
|---|---|---|---|
| Sysco Corp. (NYSE: SYY) | Former Director | 2015–Aug 2021 | Prior public board experience |
| Trian Fund Management, L.P. | Partner; JHG’s largest shareholder recommends two directors (Baldwin, Frank) | Ongoing | Provision allows replacement of these directors by another Trian partner if they depart before term end (board-level interlock mechanism) |
| JHG funds investing activity | JHG subsidiaries may invest client assets in companies where Mr. Frank or Trian have significant interests | Ongoing | Related-party exposure pathway; subject to Audit Committee oversight and Related Party Transaction Policy |
Expertise & Qualifications
- Strategy & M&A; Public company governance; Asset management industry insights from Trian; experience advising on compensation alignment and capital allocation.
- Education: BA in Economics (cum laude), Yale University.
Equity Ownership
| Item | Value/Status | Notes |
|---|---|---|
| Shares beneficially owned | 0 | Less than 1% of outstanding shares |
| RSUs outstanding (12/31/2024) | 0 | He took 2024 stock award value in cash; no RSUs outstanding |
| Ownership guideline | $400,000 within 5 years of joining board | Directors cannot sell until guideline met |
| Guideline compliance | Satisfied (deeming Trian’s shares as directly owned for guideline purposes) | For guideline compliance only; he disclaims beneficial ownership of Trian’s shares |
| Pledging/hedging policy | Prohibited by Share Trading Policy | Alignment safeguard |
Insider Reporting & Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | Timely for directors and officers except one late Form 4 for Kevin Dolan; no exception noted for Josh Frank | Company review indicates overall compliance |
| Beneficial ownership Form 4 implications | Disclaims beneficial ownership of 31,867,800 JHG shares held by Trian | Consistent with proxy footnote |
Governance Assessment
- Board effectiveness: Frank is active on two high-impact committees (Compensation and Risk) with 100% committee attendance overall and strong board attendance (board-wide 100%; each director ≥94%), supporting engagement quality.
- Alignment signals: He met the director ownership guideline via deeming Trian’s shares and elected to receive the annual stock award value in cash, resulting in zero RSUs outstanding as of year-end; while permissible, this reduces direct, time-based equity exposure on his personal balance sheet.
- Potential conflicts (RED FLAGS):
- Trian influence: Largest shareholder recommends two directors (including Frank) and has a replacement-right provision to appoint another Trian partner if a seat becomes vacant mid-term.
- Investment pathways: JHG subsidiaries may invest client assets in companies where Frank/Trian have significant interests or in Trian-managed vehicles; Audit Committee reviews related party transactions under policy but notes no Item 404(a) material transactions except as described.
- Beneficial ownership complexity: For guideline compliance, Trian’s shares are deemed owned by Frank, yet he disclaims beneficial ownership—this dual treatment is compliant but can complicate external “skin-in-the-game” assessments.
- Independence: The proxy affirmatively identifies Frank as independent and notes committees are fully independent under NYSE rules, mitigating some governance risk.
Director Compensation Structure Notes
- Annual structure: $100k cash retainer, $15k per committee membership; standard stock award of ~$150k typically delivered in fully vested shares or cash if guideline met. Frank’s 2024 cash fees totaled $130k; stock award valued at $150k was taken in cash; RSUs one-year vesting at grant-date FMV of $32.76 on May 3, 2024 (none outstanding for Frank).
Attendance & Engagement Signals
- Board and committee attendance rates in 2024 indicate high engagement across the board and in the committees on which Frank serves.
Related Party Oversight
- Audit Committee considers independence impacts and transaction fairness under its Related Party Transaction Policy; no loans/guarantees to directors; oversight covers transactions involving Trian links.