Mihir Shah
JONES LANG LASALLEAbout Mihir Shah
Mihir Shah, 50, is Chief Executive Officer of JLL Technologies (renamed Software and Technology Solutions effective Jan 1, 2025) and CEO of JLL Spark (proptech venture fund). He became sole CEO of JLL Technologies in 2024 following his co‑CEO’s departure; he has led JLLT since 2019 and JLL Spark since 2017 . Under his remit, the Software and Technology Solutions segment posted Q3 2025 revenue of $58.6M (+3% YoY LC) and materially improved Adjusted EBITDA to $(1.1)M from $(5.6)M YoY, with growth driven by software and cost actions; nine‑month revenue was $171.6M (+3% LC) and Adjusted EBITDA improved to $(15.2)M from $(19.5)M . Company-wide, JLL delivered Q3 2025 diluted EPS of $4.61 (+45% YoY), Adjusted EPS +29%, revenue $6.51B (+10% LC), and raised the mid‑point of its FY Adjusted EBITDA target; YTD operating cash flow was $182.3M, best since 2021 . Over 2019–2024, cumulative TSR grew to $145.41 from a $100 baseline, modestly below the peer group at $194.42; 2024 Adjusted EBITDA rose to $1,186.3M and Adjusted EPS to $14.01 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mob.ly | Co‑founder & CEO | Not disclosed | Built category‑leading location-based apps; sold to Groupon in 2010 . |
| Groupon | Senior executive | 2010–2014 | Scaled mobile/local commerce post‑acquisition of Mob.ly . |
| Yahoo! | Product leader | Not disclosed | Led product in large-scale consumer internet; early startup operator prior . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JLL Spark (within JLL) | CEO | Since 2017 | Venture investing in proptech to support JLL’s tech strategy . |
| Startups (e.g., Uber; Boom Supersonic) | Angel investor/advisor | Since 2009 | Early-stage guidance and capital to high-growth tech companies . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $600,000 |
Notes: 2024 base salary increase reflected competitive retention adjustments for NEOs .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcomes
| Metric | Weight | Target Definition | 2024 Actual | Payout Factor |
|---|---|---|---|---|
| AIP Adjusted EBITDA | 50% | EBITDA excluding MSRs/derivatives, equity earnings (IM & STS), select items | $1,186.3M (115% of target) | 151% |
| AIP Adjusted EBITDA Margin | 25% | EBITDA/Revenue less reimbursed costs & net non‑cash MSRs | 14.72% (111% of target) | 136% |
| Strategic Factors | 25% | Operational efficiency, cross‑sell, technology transformation | Above target | 125% |
- AIP funding for NEOs: 140.6% before leadership multiplier; Shah’s Leadership Multiplier: 100% .
- Shah’s AIP target and payout:
- Target: $1,920,000; Funding: 140.6%; Leadership Multiplier: 100%; Final: $2,699,520 .
Long‑Term Incentive Plan (LTIP) – 2024 Awards and Performance Design
- Mix and metrics: 60% PSUs; 40% RSUs; PSU metrics: Adjusted EPS (75% weight, set annually) and 3‑yr Free Cash Flow Conversion Ratio (25%), with Relative TSR vs S&P 500 as a ±20% modifier (no positive modifier if absolute TSR negative); cap 200% including modifier .
- 2024 Adjusted EPS performance (year‑1 within 2024–2026 cycle): Actual $14.01 vs Target $11.70 → 165.8% for 2024 tranche .
| Award (2024 grants) | Grants/Counts | Vesting/Notes |
|---|---|---|
| PSU – Adjusted EPS (75%) | 2,979 target PSUs | Vests after 3 years subject to multi‑year performance . |
| PSU – FCF Conversion (25%) | 2,980 target PSUs | Vests after 3 years subject to multi‑year performance . |
| RSU (annual) | 7,945 RSUs | Cliff vest at 3 years . |
| RSU (retention, Dec 10, 2024) | 11,175 RSUs; 7,450 RSUs | Vest on Feb 15, 2026; Feb 15, 2027; Feb 15, 2028 . |
Multi‑year results (prior cycle): 2022–2024 PSUs paid at 19.2% of target; Shah received 1,612 shares; additionally, 25,467 milestone PSUs were forfeited for not meeting threshold .
2024 Total Comp Snapshot (SCT)
| Component | 2024 Value |
|---|---|
| Salary | $600,000 |
| Stock Awards (grant‑date fair value, accounting) | $7,837,951 |
| Non‑Equity Incentive (AIP cash) | $2,699,520 |
| All Other Comp | $14,386 (401k match $13,800; healthcare $586) |
| Total | $11,151,857 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 43,463 shares as of Mar 31, 2025 . Approx. 0.09% of 47,513,451 shares outstanding (derived from cited figures) . |
| Unvested RSUs (12/31/2024) | 38,501 units; scheduled vestings: Feb 15, 2026: 9,907; Feb 15, 2027: 11,670; Feb 15, 2028: 11,176; plus earlier vestings in 2025 per table . |
| Unearned PSUs (at max, 12/31/2024) | 42,667 units; vest March 31, 2026 and March 31, 2027 subject to performance . |
| Stock options | None outstanding (JLL has not issued options to NEOs; none held) . |
| Ownership guidelines | GEB must hold at least the lesser of 1× annual LTIP grant or 4× base salary; retain 75% of net shares until compliant; all NEOs meet/exceed guidelines as of Mar 31, 2025 . |
| Hedging/pledging | Prohibited for directors, officers, and employees; includes no pledging, no derivatives/shorts; pre‑clearance required, blackout windows apply . |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan (non‑CIC) | For GEB: minimum 12 months base salary + 1× target AIP; pro‑rated AIP for termination after June 30; maximum 15 months base salary; no tax gross‑ups . |
| Change‑in‑Control (CIC) | Double trigger: if terminated without cause or for good reason within 24 months post‑CIC, cash severance = 1.5× base + 1.5× target AIP (CEO 3×); pro‑rated target AIP; all RSUs vest; PSUs vest at target pro‑rata for in‑flight periods; no tax gross‑ups . |
| CIC definitions & plan guardrails | Standard CIC thresholds; no repricing without shareholder approval; minimum 1‑year vest on equity except 5% carve‑out pool . |
| Clawback | Adopted Sept 7, 2023 for NEOs and other executive officers; recovery of erroneously awarded incentive comp upon restatement, fault‑agnostic . |
Indicative values (as of Dec 31, 2024, price $253.14) for Mihir Shah:
- Involuntary termination (no cause): Cash severance $4,463,077; benefits continuation $28,051; outplacement $25,000 .
- CIC + involuntary termination (double trigger): Cash $6,669,231; accelerated RSUs (indicative) $17,658,793; outplacement $25,000 .
Compensation Structure Analysis
- Pay mix emphasizes at‑risk compensation: For NEOs, ~88% performance‑based at target; CEO 93% (program design) .
- AIP weighting pivoted in 2024 to include Strategic Factors and moved Free Cash Flow to LTIP to align with longer horizon measurement .
- PSU design revised: year‑by‑year Adjusted EPS within 3‑yr cycle to manage cyclicality; Relative TSR acts as a modifier rather than standalone metric; cap remains 200% .
- Independent oversight: Compensation Committee uses Exequity as independent consultant; peer group includes CBRE, Cushman & Wakefield, Colliers, and large global services/IT peers to benchmark competitiveness .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~90% of votes cast approved NEO compensation; investor input considered in 2024 program updates .
Performance & Track Record Relevance
- Segment trajectory: STS (JLLT) resumed modest top‑line growth in Q3 2025 with notable EBITDA improvement via cost management and software growth; nine‑month trend similar .
- Enterprise momentum: JLL delivered double‑digit EPS growth, transactional recovery, resilient segments’ continued expansion, and raised FY Adjusted EBITDA midpoint in Q3 2025 .
- Multi‑year incentives: Prior 2022–2024 PSU payout at 19.2% underscores cycle volatility; 2024 Adjusted EPS over‑achievement (165.8% for year‑1 tranche) shows improved recent performance trajectory .
Investment Implications
- Alignment and retention: Large unvested equity (38.5k RSUs; 42.7k PSUs at max) with staggered vesting through 2028 and retention grants from Dec 2024 (vesting 2026–2028) create multi‑year retention hooks; expect supply around Feb 15, 2026/2027/2028 and March 31, 2026/2027 depending on performance outcomes .
- Pay-for-performance signals: 2024 AIP funded at 140.6% with 100% LM for Shah reflects above‑target execution on profitability/margin and strategic objectives; prior PSU under‑payout (19.2%) mitigates concerns of windfalls and supports discipline through cycles .
- Governance risk mitigants: Strict anti‑hedging/pledging, clawback policy, double‑trigger CIC, no option repricing without shareholder approval reduce governance and alignment risk .
- Segment execution risk: STS profitability remains a lever; Q3 2025 EBITDA improvement is encouraging but sustained profitability will likely be a determinant of future PSU outcomes and insider selling pressure post‑vest .
Note on insider selling patterns: We attempted to fetch Form 4 transactions for “Mihir Shah” at JLL (2023–2025) using the insider‑trades skill, but the data endpoint returned an authorization error; therefore, recent Form 4 selling/buying analysis could not be included here. We can re‑run upon access restoration.