Michelle Rosenberg
JANUS HENDERSON GROUPAbout Michelle Rosenberg
Michelle Rosenberg, age 51, is Chief Administrative Officer and General Counsel at Janus Henderson Investors (JHG). She joined JHG leadership in 2017 as SVP, Head of Legal, North America; became General Counsel and Company Secretary in 2018; and assumed the expanded CAO & GC remit in 2024, overseeing Legal, Internal Audit, Corporate Marketing & Communications, Brand, Creative & Digital, Media Relations, Client Experience, and Corporate Affairs. She serves on the Executive Committee and is President & CEO of Janus Investment Fund (JIF) and Janus Aspen Series (JAS). Rosenberg holds a BA from Bates College and a JD from the University of Florida Levin College of Law, with over 27 years in the financial industry . Company performance during 2024 included TSR of +47.5%, net inflows of $2.4B, adjusted operating margin improvement, and $458M of capital returned—key metrics that inform pay-for-performance alignment for NEOs including Rosenberg .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Janus Henderson Investors | SVP, Head of Legal, North America | 2017 | Established regional legal leadership during multi-year transformation |
| Janus Henderson Investors | General Counsel & Company Secretary | 2018 | Elevated governance and regulatory engagement globally |
| Janus Henderson Investors | Chief Administrative Officer & General Counsel | 2024 | Consolidated oversight of Legal and key corporate functions to drive brand, client experience, and operating efficiency |
| Janus Capital Group (pre-merger) | Deputy General Counsel | — | Supported legal initiatives across investment advisory and investment company issues |
External Roles
| Organization | Role | Years | Scope / Notes |
|---|---|---|---|
| Bates College | Board of Trustees | — | Governance and institutional oversight |
| ICI Mutual Insurance Company | Board of Directors | — | Industry insurance governance |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $350,000 | $350,000 | $395,833 |
| Cash Bonus | $680,000 | $680,000 | $1,040,000 |
| Stock Awards (Grant-date fair value) | $1,359,994 | $1,020,055 | $1,020,018 |
| Non-Equity Incentive Plan (fund units) | $209,568 | $272,180 | $221,878 |
| All Other Compensation | $38,697 | $39,056 | $49,863 |
| Total | $2,638,259 | $2,361,291 | $2,727,592 |
Performance Compensation
| Metric Category | Weighting | Target | Actual (2024 highlights) | Payout | Vesting Mechanics |
|---|---|---|---|---|---|
| Financial Outcomes (revenue growth, cost mgmt., operating margin, TSR) | 25% | Not disclosed | Managed CAO budgets effectively; achieved favorable litigation and insurance renegotiations; drove cost reductions via automation/outsourcing/AI | Part of $2.6M total variable comp approved for Rosenberg | 60% of variable comp deferred into LTI; other NEOs’ LTI: 50% PSUs, 50% RSUs |
| Client Outcomes (investment performance, client satisfaction, net flows) | 25% | Not disclosed | Strengthened partnership with JIF/JAS Board; advanced Strategic Account Program with major clients | Part of $2.6M total variable comp | RSUs vest ratably over 3 years; PSUs cliff vest at year 3 based on net new revenue growth & adjusted operating margin, with TSR/net flow modifiers |
| Strategy (transform and articulate strategy for growth) | 25% | Not disclosed | Led operating model review and org redesign for Corporate Marketing & Communications; supported M&A integration; advanced brand strategy | Part of $2.6M total variable comp | PSU matrix target over 3-year period; no options granted |
| Culture (embed Mission/Values, talent, collaboration, responsibility) | 25% | Not disclosed | Executive sponsor for Working Parent ERG; mentorship and leadership development engagement | Part of $2.6M total variable comp | LTI subject to malus/clawback; additional Dodd-Frank clawback for incentive-based comp |
2024 Equity Grants and Vesting Structure
- Annual grants: RSUs and PSUs only; no stock options or SARs .
- 2024 grant to Rosenberg (based on 2023 performance, grant date 2/29/2024): 16,399 RSUs (grant-date FV $510,009) and 16,399 target PSUs (grant-date FV $510,009). RSUs vest ratably over 3 years; PSUs vest after a 3-year performance period under matrix targets (net new revenue growth and adjusted operating margin) with TSR and net flow modifiers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/10/2025) | 58,956 shares; <1% of outstanding |
| Stock Vested in 2024 | 44,916 shares; $1,399,583 value realized |
| Unvested RSUs (12/31/2024) | 32,482 units (RSU grants: 2/28/2022: 3,629; 2/28/2023: 12,454; 2/29/2024: 16,399) |
| Unearned PSUs (12/31/2024) | 69,972 units at maximum performance (200% scenario) |
| Ownership Guidelines | 3x base salary for executive officers other than CEO |
| Hedging/Pledging | Prohibited by policy; “No short selling, hedging, or pledging of JHG shares” |
| Clawback | Malus/clawback on LTI (since 2020) and a Dodd-Frank/NYSE clawback for incentive-based compensation (effective 10/2/2023) |
Employment Terms
| Scenario | Cash Severance / Bonus | LTI Treatment | Benefits | Total |
|---|---|---|---|---|
| Death or Disability (as of 12/31/2024) | $2,600,000 bonus payment | LTI vesting: $3,004,145 | — | $5,604,145 |
| Retirement | $2,600,000 bonus payment (subject to deferral per plan) | Continued vesting of RSUs/PSUs/fund unit awards, subject to limits on services to competitors | — | $5,604,145 |
| Elimination of Position (involuntary termination) | Severance: $3,000,000; pro-rata variable comp; no payment in lieu of notice | Continued vesting of RSUs/PSUs/fund unit awards: $3,004,145 | $26,473 | $6,030,618 |
| Change-in-Control | No individual CIC agreements; beginning with 2020 grants, LTI awards do not contain CIC provisions | — | — | — |
- Stock ownership/behavioral policies: robust stock ownership guidelines; prohibition on short selling, hedging, pledging; malus/clawback; no excise tax gross-ups; no automatic acceleration of vesting on termination except death .
- Committee and peer benchmarking: Meridian Compensation Partners serves as the independent consultant; peer group includes asset managers such as T. Rowe Price, Invesco, Franklin Resources, AB, Ameriprise, Lazard, Man Group, Schroders, etc. . 2024 say-on-pay support was 98.7% .
Performance & Track Record (Role-based outcomes)
- Rosenberg drove cost optimization across CAO functions; achieved favorable litigation resolutions and improved insurance coverage with cost savings; advanced automation/outsourcing/AI initiatives in Corporate Marketing .
- Strengthened governance and client outcomes via JIF/JAS Board partnership; advanced strategic accounts engagement; led operating model reviews and organizational redesign to enhance efficiency; supported M&A integration and brand strategy evolution .
- Culture leadership: executive sponsor for Working Parent ERG; mentorship and leadership development across the firm .
Investment Implications
- Compensation alignment: High variable pay component with 60% deferred into long-term equity and PSUs tied to multi-year revenue growth and operating margin, modified by TSR and net flows, supports long-term shareholder alignment and reduces short-termism risk .
- Retention and selling pressure: Meaningful unvested RSUs (32,482) and PSUs (69,972 at max scenario) suggest continued vesting over 2025–2027, moderating near-term selling pressure; 2024 vested shares totaled 44,916 ($1.40M), indicating routine vesting patterns rather than large discretionary sales .
- Contract risk: No CIC protections; elimination-of-position severance implies ~$6.0M total potential payments, with continued LTI vesting, tempering retention risk through ongoing equity linkage; robust clawbacks further mitigate misconduct risk .
- Governance quality: Strong say-on-pay support (98.7%), independent consultant use, and prohibition on hedging/pledging indicate favorable governance; stock ownership guidelines (3x salary) and no options program reduce risk of misaligned incentives .
- Execution indicators: 2024 corporate performance (TSR +47.5%, improved net flows and margins) and Rosenberg’s expanded remit and documented outcomes indicate operational execution capacity—positive for strategic initiatives underpinning PSU metrics over the three-year horizon .