Hugo Bagué
JONES LANG LASALLEAbout Hugo Bagué
Independent non‑employee director of JLL since 2011 (14 years of board tenure), age 64, former Group Executive, Organisational Resources at Rio Tinto plc (2007–2017). Core credentials span global human capital leadership, risk management (EHS and IT), M&A integration, and sustainability program oversight; education not disclosed in the proxy. Committee assignments: Compensation Committee and Nominating, Governance & Sustainability Committee; independence affirmed by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rio Tinto plc | Organisational Resources Group Executive | 2007–2017 | Led global human capital strategy; oversaw EHS risk and IT risk management; drove sustainability programs |
| Hewlett Packard | Global human capital strategy leader | Not disclosed | Integration of acquired businesses; human capital leadership |
| Abbott Laboratories (EMEA) | Oversight for EMEA support functions | Not disclosed | Support functions oversight |
| Nortel Networks (EMEA) | Oversight for EMEA support functions | Not disclosed | Support functions oversight |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Milvusmilvus Consulting GmbH | Executive Director (owner) | Current | Consultancy owned and run by Mr. Bagué |
| Kanadevia Inova (f/k/a Hitachi Zosen Inova) | Advisory Board Member | Since Dec 2022 | Energy‑from‑waste and renewable gas cleantech |
Board Governance
- Independence: Independent director; Board determined 12 of 13 nominees are independent; all standing committee members are independent.
- Committee memberships: Compensation Committee; Nominating, Governance & Sustainability Committee.
- Board attendance: Full Board held 7 meetings in 2024; each director attended, in aggregate, at least 80% of Board and Committee meetings; executive sessions held 8 times.
- Committee activity and attendance (2024):
- Compensation Committee: 7 meetings; 95% attendance across members.
- Nominating, Governance & Sustainability Committee: 4 meetings; 98% attendance; all non‑employee directors are members; chaired by Matthew Carter Jr.
- Audit & Risk Committee context (for Board oversight benchmarking): 9 meetings; 98% attendance.
- Chair roles: Not disclosed as chair for Mr. Bagué; Compensation Committee chaired by Deborah McAneny; NGS Committee chaired by Matthew Carter Jr.
- Governance practices: Separate independent Chairman (Siddharth Mehta); no meeting fees or perquisites for directors; ~63% of base Board compensation paid in JLL stock; prohibition on pledging/hedging; proxy access; majority voting.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $123,750 | Aggregate of Board retainer and committee retainers (no meeting fees) |
| Annual Stock Award (Common Stock) | $200,000 | Granted after annual meeting; directors may elect stock in lieu of cash |
| Options/Other Cash | — | No option awards; no meeting fees or perquisites to directors |
| Total (2024) | $323,750 | Cap for non‑employee director total annual compensation set at $750,000 (cash+equity) |
- Retainer framework (2024): Board cash retainer increased to $115,000 effective June 1, 2024 (from $100,000); committee chair/member fees: Audit/Risk chair $25,000; Compensation chair $25,000; NGS chair $15,000; Audit/Risk member $10,000; Compensation member $10,000; NGS member $5,000; Chairman of the Board receives additional $60,000 cash and $110,000 equity.
- Peer benchmarking: Board compensation reviewed against same peer groups used for executive compensation; 2024 increases of $15,000 to cash and stock elements to align to medians.
Performance Compensation
| Item | Structure | Metrics | 2024 Outcome |
|---|---|---|---|
| Director equity awards | Annual grant of common stock | None (non‑employee directors do not have performance‑conditioned equity) | $200,000 grant value |
| Options/PSUs | Not applicable | — | None disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Bagué. |
Expertise & Qualifications
- Global business leadership across mining, technology, and healthcare; deep human capital strategy and M&A integration experience (HP, Rio Tinto, Alcan).
- Risk management oversight (EHS and IT) and sustainability program leadership.
- Board brings perspectives in employee relations, compensation, procurement, and corporate sustainability; multi‑cultural operating experience in Europe and emerging markets relevant to JLL’s growth strategy.
Equity Ownership
| Holder | Shares Directly Owned (#) | Restricted Stock Units (#) | Total (#) | Value at March 31, 2025 |
|---|---|---|---|---|
| Hugo Bagué | 26,287 | — | 26,287 | $6,516,810 (at $247.91/share) |
- Director stock ownership guideline: $575,000 of JLL stock within 5 years of board service; counts unvested RSUs and deferred shares; as of March 31, 2025, all directors with 5+ years exceed the minimum.
- Policy prohibitions: Pledging JLL stock as collateral and hedging; pre‑clearance and blackout periods apply to directors; short‑sales and derivatives prohibited.
Governance Assessment
- Alignment signals: Long tenure and independent status; meaningful personal share ownership (~$6.5M) well above director guideline, aligning incentives with shareholders.
- Committee effectiveness: Active participation on Compensation and NGS committees that oversee incentive design, sustainability, and public policy risks; strong committee attendance norms (95–98%) and regular executive sessions support board oversight.
- Compensation structure quality: Equity‑heavy director pay (~63% stock) and no meeting fees/perquisites reduce cash bias; capped total director compensation; periodic benchmarking to peer medians.
- Conflicts and related‑party exposure: Board’s independence assessment found no material relationships; formal policy requires review of related transactions >$120,000; no director interlocks on Compensation Committee; prohibition on pledging/hedging mitigates alignment risks.
- RED FLAGS: None identified in proxy regarding pledging, hedging, related‑party transactions, director attendance shortfalls, or compensation interlocks.
Overall, Hugo Bagué presents as a governance‑aligned, independent director with substantive global HR, risk, and sustainability expertise and significant share ownership, supporting investor confidence in board oversight of compensation and ESG/public policy matters.