Roger Thompson
JANUS HENDERSON GROUPAbout Roger Thompson
Roger Thompson, age 57, is Chief Financial Officer of Janus Henderson Investors (JHG) and a member of the Executive Committee; he has served as CFO since 2013 and is a chartered accountant (BA in Accountancy & Economics, Exeter; trained with PwC) with prior leadership roles at J.P. Morgan Asset Management across the UK and Asia (Tokyo, Singapore, Hong Kong) . Under the current leadership team, JHG delivered 2024 TSR of 47.5%, adjusted revenue of $1,940.8m (up from $1,645.9m in 2023), net inflows of $2.4bn, and adjusted operating margin of 34.4%, with Thompson credited for driving cost discipline, refinancing the company’s debt for the first time in nine years, and supporting strategic M&A (NBK Capital Partners, Tabula Investment Management, Victory Park Capital) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Janus Henderson Investors | Chief Financial Officer; Executive Committee | 2013–present | Drove expense discipline; refinanced debt after nine years; supported three acquisitions; led Asia Pacific Client Group growth and investor relations . |
| J.P. Morgan Asset Management | Global COO; Head of UK; International CFO | Not disclosed | Global operating leadership across regions (Tokyo, Singapore, Hong Kong) . |
| PricewaterhouseCoopers | Trained as an accountant | Not disclosed | Chartered accountant credential; foundational finance expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | None disclosed in proxy | — | No current public company directorships disclosed for Thompson . |
Fixed Compensation
Multi-year cash compensation (SEC Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 442,764 | 447,444 | 460,584 |
| Cash bonus ($) | 941,119 | 882,459 | 1,125,872 |
| All other compensation ($) | 47,092 | 48,508 | 55,030 |
| Notes | — | — | Compensation determined in GBP; converted to USD at 1.2794; no 2024 salary increase . |
Performance Compensation
Structure and 2024 decisions:
- Total variable compensation for 2024 performance year: $2.814 million; for other NEOs (incl. CFO), 60% of variable is deferred into LTI, and 50% of LTI is in PSUs (remaining 50% RSUs) .
- 2024 scorecard categories and weighting used for award determination: Financial Outcomes (25%), Client Outcomes (25%), Strategy (25%), Culture (25%) .
2024 Scorecard and Outcomes (CFO)
| Category (25% each) | Key measures | 2024 outcome highlights |
|---|---|---|
| Financial Outcomes | Expense control, operating margin, capital returns | Exceeded cost-saving targets; maintained strong balance sheet/cash flow; oversaw first debt refinancing in nine years; supported accretive acquisitions . |
| Client Outcomes | Investment/client performance, net flows | Asia delivered exceptionally strong results vs. budget in gross/net sales and Annual Net New Revenue; strong audit and reporting execution . |
| Strategy | Strategic initiatives, M&A diligence | Active Executive/SLT contributor; led diligence and viability inputs on transactions aligned to growth strategy . |
| Culture | Leadership, communication, talent | Extensive global engagement (town halls, Q&A) to align teams on strategy and results . |
Equity Plan Design and Vesting
| Element | Design | Vesting |
|---|---|---|
| RSUs | Time-based LTI (part of 60% LTI deferral) | Ratable over 3 years from grant date . |
| PSUs | Performance-based LTI (part of 60% LTI; 50% of LTI in PSUs) | Cliff vest after 3 years; payout based on annual net new revenue growth and adjusted operating margin, with relative TSR and net flow modifiers . |
Plan-Based Awards Granted in 2024 (based on 2023 performance)
| Award | Grant date | Target (#) | Max (#) | Grant-date fair value ($) |
|---|---|---|---|---|
| RSUs | 2/29/2024 | 21,659 | — | 673,595 |
| PSUs | 2/29/2024 | 21,659 | 43,318 | 673,595 |
Stock Awards Vested in 2024
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (#) | 71,016 |
| Value realized on vesting ($) | 2,197,545 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 97,260 common shares as of March 10, 2025 . |
| Ownership as % of shares outstanding | ~0.062% (97,260 / 157,557,812) using 157,557,812 shares outstanding as of Mar 10, 2025 . |
| Unvested RSUs (12/31/24) | 45,200 units; market value $1,922,356 at $42.53/share . |
| PSUs outstanding (max) (12/31/24) | 94,438 units; payout value $4,016,448 at $42.53/share (actual payout performance-based) . |
| 2024 vested stock | 71,016 shares vested; value realized $2,197,545 . |
| Stock ownership guidelines | 3x annual base salary for NEOs; all NEOs satisfied or on track within five years; sales restricted until guideline met . |
| Hedging/pledging | Prohibited for employees/directors by Share Trading Policy (no shorting/derivatives/margin/pledging) . |
| Options | JHG does not grant stock options or SARs to NEOs; equity is via RSUs/PSUs . |
Employment Terms
| Term | Roger Thompson (CFO) |
|---|---|
| Service agreement | Continues until terminated by Thompson (6 months’ notice) or by Company (12 months’ notice); Company may place on up to 6 months garden leave during notice . |
| Clawback | Long-term incentive awards since 2020 subject to malus/clawback; Dodd-Frank compliant clawback for Section 16 officers adopted in 2023 for incentive-based compensation . |
| Change-in-control | No individual CIC agreements for NEOs; LTI awards (since 2020) have no CIC acceleration provisions . |
| Severance (role elimination example) | Cash severance $3,256,073; payment in lieu of notice $460,584; LTI continues/vests per terms (est. $4,154,332); benefits $0; total $7,870,989 (as if terminated 12/31/2024) . |
| Death/Disability (illustrative) | Pro-rata variable comp $2,814,680; payment in lieu of notice $460,584; LTI acceleration $4,154,332; total $7,429,596 . |
| Retirement (illustrative) | Variable comp $2,814,680 (subject to plan deferral); LTI continues vesting (target assumption) $4,154,332; total $6,969,012 . |
Compensation Structure Analysis
| Element | 2022 | 2023 | 2024 | Observations |
|---|---|---|---|---|
| Salary ($) | 442,764 | 447,444 | 460,584 | Modest salary growth; 2024 comp paid in GBP, no 2024 salary increase . |
| Cash bonus ($) | 941,119 | 882,459 | 1,125,872 | Higher 2024 bonus consistent with improved results and scorecard outcomes . |
| Stock awards ($) | 2,336,443 | 1,402,733 | 1,347,190 | LTI is core to mix; PSUs/RSUs structure aligns to net new revenue growth, margin, TSR/net flows . |
| Non-equity incentive ($) | 597,917 | 476,481 | 390,501 | Lower non-equity incentive booked in 2024 SCT; note grant timing differences vs performance year . |
| Total ($) | 4,365,335 | 3,257,625 | 3,379,177 | 2024 total comp up vs 2023; 2024 variable comp decision was $2.814m (performance year) . |
Performance & Track Record
- Company results: 2024 TSR +47.5%; adjusted revenue $1,940.8m (up 18% y/y); net inflows $2.4bn; adjusted operating margin 34.4% .
- CFO execution: led debt refinancing after nine years; facilitated three acquisitions (NBK Capital Partners, Tabula Investment Management, Victory Park Capital); drove cost discipline; Asia Pacific Client Group exceeded budget on gross/net sales and Annual Net New Revenue .
- Say-on-pay: 98.7% support in 2024, indicating broad investor endorsement of pay design and outcomes .
Equity Ownership & Alignment Details (Breakout)
| Component | Count / $ |
|---|---|
| Beneficially owned shares (3/10/2025) | 97,260 |
| Ownership % | ~0.062% of 157,557,812 shares |
| Unvested RSUs (12/31/24) | 45,200 ($1,922,356 at $42.53) |
| PSUs outstanding (max) (12/31/24) | 94,438 ($4,016,448 at $42.53; performance-based) |
| 2024 vested shares/value | 71,016 / $2,197,545 |
| Ownership policy | 3x salary; hedging/pledging prohibited . |
Employment Terms (Detailed Scenarios)
| Scenario (as of 12/31/2024) | Cash/Bonus ($) | Notice pay ($) | LTI ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | 2,814,680 (pro-rata variable) | 460,584 | 4,154,332 | — | 7,429,596 |
| Retirement | 2,814,680 (subject to deferral) | — | 4,154,332 (continued vesting) | — | 6,969,012 |
| Elimination of position | 3,256,073 (severance) | 460,584 | 4,154,332 | — | 7,870,989 |
Investment Implications
- Pay-for-performance alignment: CFO awards are heavily at risk with 60% of variable comp deferred into LTI; PSUs vest on multi-year net new revenue growth and adjusted operating margin, modified by relative TSR and net flows—directly linking pay to growth, profitability, and shareholder returns .
- Insider selling pressure: Meaningful scheduled LTI events (e.g., 45,200 unvested RSUs; PSU tranche at end of 3-year cycle) and 71,016 shares vested in 2024 can create periodic liquidity; however, hedging/pledging bans, ownership requirements (3x salary), and trading policies constrain opportunistic selling and align incentives .
- Retention and transition risk: Long tenure (CFO since 2013) and balanced severance economics (role elimination total $7.87m, largely through continued/vesting LTI rather than cash) support retention while avoiding CIC windfalls (no CIC agreements, no single-trigger vesting) .
- Governance signals: 98.7% say-on-pay support and a straightforward equity program (no options, robust clawbacks) lower governance and pay-risk concerns, while continued cost discipline and capital allocation under Thompson’s remit remain key to sustaining margin and TSR momentum .