INVESCO LTD (IVZ)
Sector: Financials
2026 Annual Meeting Analysis
INVESCO LTD · Meeting: May 21, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of directors
9-year director with strong legal and regulatory credentials; all attendance requirements met; no overboarding; IVZ's 3-year return of +73.1% versus the company-disclosed peer median of +79.8% is only -6.7pp below the peer median, well within the 65pp threshold for strong positive TSR, so no performance trigger fires.
6-year director with deep asset management industry experience as former CEO of Barings; holds 1 outside public board seat (no overboarding); 3-year TSR gap of -6.7pp versus peer median is far below the 65pp trigger threshold.
3-year director who joined in 2023; former CEO and CFO of BNY Mellon brings directly relevant financial services expertise; 1 outside public board seat; 3-year TSR gap of -6.7pp is well within the 65pp threshold; tenure overlap with any underperformance period is limited.
7-year director nominated pursuant to the MassMutual shareholder agreement; former CEO of OppenheimerFunds with over 20 years of asset management experience; holds 1 outside board seat; 3-year TSR gap is -6.7pp, far short of the 65pp trigger threshold.
3-year director who joined in 2023 with relevant financial services and technology experience; holds 1 outside public board seat; 3-year TSR gap of -6.7pp is well within the 65pp threshold; tenure overlap with any underperformance period is limited.
CEO-director with 3 years of board tenure since 2023 and 25 years at Invesco; does not serve on any other public company boards; 3-year TSR gap of -6.7pp versus peer median is far below the 65pp trigger threshold; Say on Pay also passes independently.
11-year director bringing unique global diplomatic and regulatory perspective; holds 1 outside public board seat; 3-year TSR gap of -6.7pp is well within the 65pp trigger threshold.
5-year director with valuable technology and cybersecurity expertise as a former CIO at Intel and Dow Chemical; holds 1 outside public board seat; 3-year TSR gap of -6.7pp is well within the 65pp threshold.
Board Chair with 13-year tenure; holds 2 outside public board seats (below the 4-seat overboarding threshold); former GM Chairman and CEO with broad governance and financial expertise; 3-year TSR gap of -6.7pp is far below the 65pp trigger threshold.
5-year director and sitting CEO of Southern Company; he holds 1 additional outside public board seat (his own company) for a total of 2, which is within the 2-seat limit for a sitting CEO serving outside boards; 3-year TSR gap of -6.7pp is far below the 65pp threshold.
16-year director serving as Audit Committee Chair; designated financial expert; holds 2 outside public board seats (below the 4-seat threshold); 3-year TSR gap of -6.7pp is far below the 65pp trigger threshold.
All 11 directors receive a FOR vote. Invesco's 3-year total shareholder return of +73.1% is positive (strong positive tier), and the company's underperformance versus its disclosed compensation peer group median is only -6.7 percentage points, far below the 65pp threshold required to trigger a vote against directors under the strong-positive-TSR tier. No director is overboarded, all attendance thresholds were met, the board includes a disclosed skills matrix, and audit committee members include designated financial experts. The one structural note — Womack is a sitting CEO serving on one outside board (Invesco), which is within the two-seat limit for sitting CEOs.
Say on Pay
✓ FORCEO
Andrew R. Schlossberg
Total Comp
$16,299,849
Prior Support
96%%
CEO total compensation of $16,299,849 (per the pre-extracted database figure) at a $10.7B large-cap asset manager is within a reasonable range for the title, sector, and market cap band, and does not clearly exceed the +20% CEO threshold that would trigger a No vote. The pay structure is strongly variable — the proxy discloses that 96% of CEO pay is variable (cash bonus plus time-based and performance-based equity), well above the 50-60% policy minimum, with 60% of equity subject to performance criteria tied to relative total shareholder return and three-year average adjusted operating margin. Invesco's 3-year total shareholder return of +73.1% is only -6.7 percentage points below the peer group median of +79.8%, which is well within acceptable bounds and does not trigger the pay-for-performance misalignment test; additionally, the prior-year Say on Pay vote received 96% support, indicating strong shareholder alignment with the program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a fee table with specific audit and non-audit fee figures in the text provided, so the non-audit fee ratio trigger cannot be evaluated; the tenure disclosure is also not explicitly stated in the provided text. In the absence of confirmed fee data or confirmed tenure of 25+ years, the default vote under the policy is FOR. PwC is a Big 4 firm appropriate for a $10.7B market-cap company, and no material financial restatements are disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Amendment of company's Fourth Amended and Restated Bye-Laws to allow shareholders to remove a director with or without cause
The current Bye-Laws only permit shareholders to remove a director for cause, which is a significant restriction on shareholder rights. This board-proposed amendment would expand shareholder power by allowing removal with or without cause, bringing Invesco's governance in line with better market practice and giving shareholders a meaningful tool to hold directors accountable. This is a clear, straightforward improvement to the governance baseline and warrants support.
Overall Assessment
Invesco's 2026 annual meeting ballot presents four proposals, all of which receive a FOR vote determination. The board slate, compensation program, and auditor appointment all pass the relevant policy screens, with Invesco's strong 2025 stock performance (+73.1% over three years) and well-structured variable pay program supporting both director and Say on Pay approvals. The lone structural proposal — a board-initiated Bye-Laws amendment to allow director removal without cause — is a genuine shareholder-friendly governance improvement that merits support.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing