Matthew Carter Jr.
JONES LANG LASALLEAbout Matthew Carter, Jr.
Independent director of JLL since 2018 (7 years of tenure), age 64. Carter is a career technology executive and currently serves as Chief Executive Officer of Intrado Life & Safety, Inc.; prior roles include CEO of Aryaka Networks (2018–2023), CEO of Inteliquent (2015–2017), and senior leadership at Sprint (including President, Enterprise Solutions) (2006–2015). He chairs JLL’s Nominating, Governance and Sustainability Committee and serves on the Compensation Committee, bringing finance, global operations, M&A, and technology/AI expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intrado Life & Safety, Inc. | Chief Executive Officer | Current | Leads emergency response solutions; technology and brand leadership relevant to JLL’s digitization |
| Aryaka Networks, Inc. | Chief Executive Officer | 2018–2023 | Led cloud and on‑prem network applications; global operations exposure |
| Inteliquent, Inc. | President & CEO | 2015–2017 | Wholesale voice services; integration and M&A experience |
| Sprint Corporation | President, Enterprise Solutions; various roles | 2006–2015 | Ran $14B global business unit; enterprise technology and client oversight |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| NRG Energy, Inc. | Director | Current | Public company board experience; energy industry perspective |
| Apollo Education Group, Inc. | Director | Former | Education sector governance experience |
| USG Corporation | Director | Former | Industrial manufacturing governance experience |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (NYSE standard) |
| Director Since | 2018 (7 years of service) |
| Board/Committee Attendance | Each director attended ≥80% of Board and applicable committee meetings in 2024; Board held 7 meetings (8 executive sessions); all directors attended 2024 Annual Meeting |
| Committee Assignments | Compensation Committee (member; 7 meetings, 95% attendance by members in 2024) |
| Committee Chair Roles | Nominating, Governance & Sustainability (Chair; 4 meetings, 98% attendance by members in 2024) |
| Governance Practices | 12 of 13 nominees independent; separate independent Chair; no Board meeting fees; related-party transactions require NG&S review; prohibition on pledging/hedging JLL stock |
Fixed Compensation
| 2024 Director Compensation (Actual) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $133,750 |
| Stock Awards (Common Stock) | $200,000 (grant date fair value) |
| Options/Other | — |
| Total | $333,750 |
| 2024 Non‑Employee Director Compensation Program (Schedule) | Amount/Terms |
|---|---|
| Annual cash retainer (each director) | $115,000 (was $100,000 prior to June 1, 2024) |
| Annual equity grant (each director) | $200,000 in JLL common stock; paid annually after annual meeting |
| Committee Chair retainers | Audit & Risk $25,000; Compensation $25,000; NG&S $15,000 |
| Committee member retainers (non‑chair) | Audit & Risk $10,000; Compensation $10,000; NG&S $5,000 |
| Meeting fees/perquisites | No meeting fees; no perquisites to non‑employee directors |
| Benchmarking cadence | Cash and stock elements increased by $15,000 effective June 1, 2024 to align with peer benchmarking by external consultant |
Performance Compensation
| Component | 2024 Amount/Structure |
|---|---|
| Non‑Equity Incentive Plan Compensation | $0 (none paid to non‑employee directors) |
| Option Awards | — (no options granted) |
| Equity Vehicle & Timing | Annual grant of JLL common stock valued at $200,000; paid after annual shareholders’ meeting |
| Deferral Features | Directors may elect to receive cash retainers in stock and may defer retainers/stock/RSUs under the Deferred Compensation Plan |
No performance metrics disclosed or applied to non‑employee director pay; emphasis is on equity ownership alignment rather than performance-conditioned awards .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| NRG Energy, Inc. | Director | Current public company directorship |
| Apollo Education Group, Inc. | Director (former) | Prior public company directorship |
| USG Corporation | Director (former) | Prior public company directorship |
| Compensation Committee Interlocks at JLL | None | Company discloses no compensation committee interlocks or insider participation |
Expertise & Qualifications
- Finance/Accounting; Global Business leadership; Mergers & Acquisitions; Technology/Innovation/AI; Public company board experience (NRG; prior Apollo Education, USG) .
- Executive leadership across large, global technology businesses relevant to JLL’s strategy and digital transformation .
Equity Ownership
| Item | Value |
|---|---|
| Shares Directly Owned | 7,454 |
| RSUs | — (none shown for directors in ownership table) |
| Total Shares Counted for Guideline | 7,454 |
| Value at 3/31/2025 Close ($247.91) | $1,847,921 |
| Shares Outstanding (3/31/2025) | 47,513,451 |
| Ownership as % of Outstanding | ~0.016% (7,454 / 47,513,451) |
| Director Ownership Guideline | Must hold ≥$575,000 by 5th anniversary; applies to non‑employee directors |
| Compliance Status | All directors with ≥5 years exceed guideline (includes Carter) |
| Pledging/Hedging | Prohibited to pledge; hedging discouraged and requires pre‑clearance |
Governance Assessment
- Board effectiveness and engagement: Carter chairs NG&S and serves on Compensation, positioning him at the center of director recruitment, governance policy, ESG/public policy oversight, and executive pay goal‑setting; 2024 committee attendance was robust (NG&S 98%; Compensation 95%), with each director attending ≥80% of all meetings and the Board conducting 7 meetings and 8 executive sessions .
- Independence and alignment: He is an independent director with meaningful stock ownership ($1.85M at 3/31/2025) and JLL prohibits pledging/hedging, supporting shareholder alignment; all 5‑year+ directors exceed the $575k guideline .
- Compensation structure: Director pay is equity‑tilted ($200k annual stock; no options/NQIs) and benchmarked to peers; no meeting fees or perquisites, which aligns with best practices and reduces pay‑for‑attendance distortions .
- Conflicts/related‑party risk: Company reports no related‑party transactions requiring disclosure since 1/1/2024, and no compensation committee interlocks; maintain monitoring given Carter’s CEO role at Intrado and external NRG directorship, but no JLL‑related party exposure is disclosed .
RED FLAGS
- None disclosed: no attendance issues, no related‑party transactions, no pledging, no pay anomalies (no option repricing, no perqs) .