JANUS HENDERSON GROUP PLC - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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JANUS HENDERSON GROUP PLC

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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MESSAGE FROM OUR BOARD CHAIR

John Cassaday

Chair of the Board

March 23, 2023

Dear fellow shareholder,

On behalf of our Board of Directors, we are pleased to invite you to the 2023 Annual General Meeting of Shareholders of Janus Henderson Group plc to be held on Wednesday, May 3, 2023, at 151 Detroit Street, Denver, CO 80206, USA, starting at 3:00 p.m. local time. Please read the following Notice of Annual General Meeting and Proxy Statement, as well as our 2022 Annual Report, carefully before you vote.

While 2022 was a challenging year in many respects, it was also an exciting year of transition and progress at Janus Henderson. US stocks suffered the worst year since the financial crisis, amidst a difficult geopolitical, volatile economic, and inflationary backdrop. Despite the difficult operating environment, your company delivered solid financial results, maintained a strong balance sheet, and generated healthy cash flow, which enabled us to return over $350 million to shareholders through dividends and share repurchases. Our full-year operating margin was 22.2% versus 29.7% in 2021, and our adjusted operating margin* was 33.8% compared to 43.4% in 2021. While our financial position remains strong, we know our potential is greater than our current financial results.

The strategy we articulated in 2022, Protect & Grow, Amplify, and Diversify, is centered on the belief that a combination of relentless focus and disciplined execution across our core business will drive future success as a global active asset manager. Specifically, our strategy builds upon a strong foundation for sustained organic growth, and opportunistic inorganic growth, to create value for our stakeholders. We invite you to read more about our strategy and the progress made beginning on page 7 in this Proxy Statement. We are actively moving forward as a company, and we are excited that we are starting to see the benefits of our new strategy, our simplified operating model, and our strategic investments in technology and people.

We successfully elevated internal and added external talent across the organization, including in Investments, Distribution, Operations, and ESG. Our leadership also experienced a significant refresh during 2022, with Chief Executive Officer Ali Dibadj joining in June, and with six new Board members, including myself as Chair, bringing increased diversity and world-class, varied expertise. As our CEO reiterated on our fourth quarter 2022 results presentation, looking forward, we will continue to control what we can control, including cost discipline, investment in our business, client outreach, and investment performance.

The Board of Directors would like to thank our prior Chair, Richard Gillingwater, who retired at the end of December, for his outstanding service to Janus Henderson over his nearly 10 years on the Board. In addition to my appointment to the Board, and subsequent appointment as Chair, we were pleased to welcome five other members to Janus Henderson’s Board of Directors in 2022: Ed Garden and Brian Baldwin, who represent our largest shareholder Trian Fund Management, L.P., Alison Quirk, Anne Sheehan, and Ali Dibadj. These additions provide deep industry experience, fresh perspectives, and valuable insights to complement continuing directors’ skill sets. We are deeply thankful for the contributions of Nelson Peltz, Lawrence Kochard, and Jeffrey Diermeier, who stepped down from the Board since the 2022 Annual Meeting. Their significant contributions and insights helped guide and position Janus Henderson for future success.

As a shareholder, it is important that your shares are represented at the 2023 Annual Meeting in person or by proxy. You may vote your shares by internet, telephone, or mail pursuant to the instructions included on the proxy card or voting instruction form. Last year, approximately 85% of all eligible votes were cast by shareholders at the 2023 Annual Meeting, demonstrating the strong engagement and commitment of our shareholders to Janus Henderson.

On behalf of our Board of Directors, we thank you for your share ownership in Janus Henderson and your continued support. We hope you can attend our 2023 Annual Meeting.

Very truly yours,

John Cassaday

Chair

* For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures.”

May 3, 2023

3:00 p.m. Denver Time

Janus Henderson Group plc
151 Detroit Street
Denver, Colorado 80206, USA

NOTICE

OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

AGENDA
1.	Elect 11 directors to serve on the Board until the 2024 Annual General Meeting of Shareholders
2.	Adopt a resolution, on an advisory basis, to approve the Company’s executive compensation
3.	Authorize the Company to repurchase its ordinary shares (“*common stock*”)
4.	Authorize the Company to repurchase its CHESS Depositary Interests (“*CDIs*”)
5.	Approve the reappointment and remuneration of auditors
6.	Any other business, if properly raised for consideration at the Meeting

By order of the Board of Directors,
Michelle Rosenberg
General Counsel & Company Secretary

WHO MAY VOTE:

Only holders of shares of the Company’s common stock, CDIs, and UK Depositary Interests on March 6, 2023 (the “Record Date”), are entitled to notice of, to attend, and to vote at the 2023 Annual General Meeting of Shareholders (the “2023 Annual Meeting” or “Meeting”) and at any adjournment or postponement thereof, provided such persons satisfy the applicable requirements described in the proxy materials. This 2023 Notice of Annual General Meeting and Proxy Statement is being mailed or made available to shareholders starting on or about March 23, 2023.

YOUR VOTE IS IMPORTANT:

Please carefully review the proxy materials and follow the instructions on page 76 to cast your vote as soon as possible in advance of the 2023 Annual Meeting.

ATTENDING THE MEETING:

Please see page 76 for instructions on how to attend the Meeting in person or listen to the Meeting via a listen-only webcast or dial-in.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2023:

Our Proxy Statement for the 2023 Annual Meeting and 2022 Annual Report are available at www.janushenderson.com/AGM2023

REVIEW OUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you.		INTERNET Visit the website on your proxy card or voting instruction form		BY TELEPHONE* Call the telephone number on your proxy card		BY MAIL Sign, date, and return your proxy card or voting instruction form in the enclosed envelope		IN PERSON Attend the 2023 Annual Meeting in Denver, Colorado, USA. See page 76 for instructions on how to attend

* CDI holders may also return their instructions via facsimile

Table of Contents

Proxy Statement – Summary	7
2023 Annual Meeting Information	7
Company Strategy and 2022 Performance	7
Your Vote Matters	10

Board of Directors	12
Snapshot of Our Board Nominees	12
Board Nominee Composition and Diversity	13
Board Nominee Qualifications, Skills, and Expertise	14
Board Nominee Biographies	15

Proposal 1: Election of Directors	20

Corporate Governance	21
Our Board’s Leadership Structure	21
Director Independence	21
Director Criteria and Nomination Process	21
Board Refreshment and Tenure	22
Committees and Membership	23
Board Meetings	25
The Board’s Role in Risk Oversight	25
Board Evaluations	26
Director Orientation and Continuing Education	26
Shareholder Engagement	26
Communications with the Board	27
Governance Documents	27

Board Compensation	28
Our Compensation Philosophy for Non-Executive Directors	28
2022 Annual Compensation for Non-Executive Directors	29

Responsible Investing	30
Embedding Responsibility Across our Business	30
Our Commitment to Clients	30
Our Approach to Responsible Investing	30
Stewardship and Engagement	31
Proxy Voting	31
2022 Update	32

Corporate Responsibility	33
Commitment to Diversity, Equity, and Inclusion	33
Environmental Sustainability	34
Community Involvement	34

Executive Compensation	36
Compensation Discussion and Analysis	36
Compensation Committee Report	51

Executive Compensation Tables	52
Summary Compensation Table for Fiscal Year 2022	52
Supplemental Performance Year Compensation Table	54
Grants of Plan-Based Awards for Fiscal Year 2022	55
Outstanding Equity Awards at 2022 Fiscal Year-End	56
Stock Vested for Fiscal Year 2022	57
Potential Payments Upon Termination or Change-in-Control	58
Pay Versus Performance Table for Fiscal Year 2022	60
CEO Pay Ratio Disclosure	63
Compensation Committee Interlocks and Insider Participation	63
Equity Compensation Plan Information	64

Proposal 2: Advisory Say-on-Pay Vote on Executive Compensation	65

Related Party Transactions	66

Security Ownership of Certain Beneficial Owners and Management	67
Security Ownership of Principal Shareholders	67
Security Ownership of Management	68
Delinquent Section 16(a) Reports	68

Our Executive Officers	69

Proposal 3: Renewal of the Board’s Authority to Repurchase Common Stock	71

Proposal 4: Renewal of the Board’s Authority to Repurchase CDIs	72

Proposal 5: Reappointment and Remuneration of Auditors	73

Audit Committee Report	75

Questions and Answers about the Annual General Meeting	76

Other Information	81

Annex A – Reconciliation of Non-GAAP Financial Measures	83

JANUS HENDERSON GROUP PLC ■ 2023 Proxy Statement

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PROXY STATEMENT – SUMMARY

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Janus Henderson Group plc (the “Board”) for the 2023 Annual Meeting to be held on Wednesday, May 3, 2023, at 3:00 p.m. Denver time. The following summary highlights selected information in this Proxy Statement. Please review this entire Proxy Statement and our 2022 Annual Report before voting your shares. Unless otherwise specified, “JHG,” “Janus Henderson,” the “Company,” “we,” “us,” “our,” and similar terms refer to Janus Henderson Group plc and “common stock” refers to JHG ordinary shares listed on the New York Stock Exchange (“NYSE”).

2023 Annual Meeting Information


Time and Date	Location	Record Date
3:00 p.m., Denver time	151 Detroit Street	Monday,
Wednesday, May 3, 2023	Denver, Colorado 80206	March 6, 2023

Company Strategy and 2022 Performance

In the summer of 2022, along with appointing a new Chief Executive Officer (“CEO”), we began the process of updating our strategic plan, which is focused on helping to define and serve our clients’ needs in a dynamic and competitive asset management landscape. Our first step was to assemble a new Strategic Leadership Team (the “SLT”) comprised of approximately 40 senior employees from different backgrounds, departments, geographies, and tenures to assist in developing and driving the Company’s strategic direction. We introduced the following three-pillar strategic framework around which we will align specific objectives that provide the best possible outcomes for all our stakeholders:

The SLT, with input from our clients, identified a broad range of opportunities aligned with the three strategic pillars above. These opportunities were filtered through a process designed to identify those particular opportunities that could provide the best possible outcomes for our clients and which we believe will lead to organic growth and attractive operating margins for the Company over time. After surfacing, triaging, and prioritizing ideas, the Strategic Leadership Team identified approximately 10 distinct initiatives, each fitting into one of the pillars where we will place additional focus and resources to drive results.

Implementing the strategic plan will happen over time and progress will be measured in several ways:

■	Financially – We want to deliver consistent annual net new revenue growth with operating margin expansion over time.
■	For our clients – Results will be measured based on investment performance and our clients’ experience with Janus Henderson.
■	Organizationally – We will measure the ability to attract and retain top talent and the level of engagement from employees.

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2022 Accomplishments

In 2022, we made significant progress on repositioning Janus Henderson to better meet the needs of our clients – and their clients – and thus positioning the Company for future growth.

Strategic Evolution

As discussed above, we assembled the SLT, which was responsible for establishing the strategic direction of our organization, and will now implement our new strategy.

Talent Acquisition

We have elevated, and added to, our talent across the organization, including the CEO, Chief Responsibility Officer, Head of Asia Distribution, Head of Operations, Head of North American Client Group, Head of Enterprise Data Management, Global Head of Product Management & Marketing, the Emerging Markets Debt Team, the Strategy Team, and the Solutions Group.

Board Refreshment

Our Board experienced significant refreshment with six new members, 55% of the Board, having joined during 2022, and the Board selected a new independent Chair. These directors bring to the Board a new energy and world-class, varied experiences, including expertise in client experience, strategic execution, culture change, and environmental, social, and governance matters (“ESG”). We are also proud of the gains we have made in expanding the diversity of our Board as 45% of our directors are women and 27% are from racially and ethnically diverse backgrounds.

Cost Efficiencies

We reviewed the cost structure of the business in 2022, seeking ways to drive efficiencies, and we identified $40 to $45 million dollars in gross run-rate cost efficiencies that we can use to provide the “fuel for growth” to reinvest strategically in the business.

Operating Model

We simplified our operating model, including the sale in March 2022 of our 97%-owned Quantitative Equities subsidiary, Intech Investment Management, LLC. We also made great progress on upgrading our order management system and expect this transformational project to significantly improve our efficiency in delivering for our clients when it is completed in the first half of 2023.

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Financial Highlights

3-year Investment Outperformance⁽¹⁾		Assets Under Management ($bn)
67%		$287.3bn



*US GAAP Diluted Earnings per Share (“EPS”)*		US GAAP Operating Margin
$2.23		22.2%



Adjusted Diluted EPS⁽²⁾		Adjusted Operating Margin⁽²⁾
$2.60		33.8%



Net New Money Growth⁽³⁾		Dividends per Share
(8)%		$1.55

⁽¹⁾	Investment performance data represents percentage of assets under management (AUM) outperforming the relevant benchmark over three years. See page 38 for additional time periods. For additional information, see the inside back cover of our 2022 Annual Report.
⁽²⁾	For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures.”
⁽³⁾	Calculated as total flows divided by beginning of period AUM.

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Your Vote Matters

We are asking our shareholders to vote on the following matters:

Proposal 1:

Election of Directors

Page 20

Current Board Highlights

Demographics

■	10 of 11 members of the Board are independent under the NYSE listing standards
■	All directors serving on the Audit, Compensation, Risk, and Nominating and Corporate Governance Committees are independent
■	We have separated the roles of Board Chair and CEO, and we have an independent, non-executive Chair of the Board
■	45% of our directors are women and 27% are from racially and ethnically diverse backgrounds

Tenure

■	Mix of short- and long-tenured directors, with six new directors joining the Board during 2022
■	The tenure of our independent directors ranges from less than 1 to over 5 years, with an average tenure of 2.8 years

Engagement

■	The Board held 12 meetings in 2022
■	Each director attended at least 75% of the combined total number of meetings of the Board and Board committees of which he or she was a member
■	The independent directors met in executive session at each regularly scheduled Board meeting in 2022
■	All 11 of our then-current directors attended our 2022 Annual General Meeting of Shareholders in person

Director Nominees

Qualifications, Skills, and Experience

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH DIRECTOR NOMINEE.

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Proposal 2:

Advisory Say-on-Pay Vote on Executive Compensation

Page 65

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Proposal 3:

Renewal of Authority to Repurchase Common Stock

Page 71

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SPECIAL RESOLUTION GRANTING AUTHORITY TO REPURCHASE COMMON STOCK.

Proposal 4:

Renewal of Authority to Repurchase CDIs

Page 72

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SPECIAL RESOLUTION GRANTING AUTHORITY TO PURCHASE CDIs.

Proposal 5:

Reappointment and Remuneration of Auditors

Page 73

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR AUDITORS, TO RATIFY THEIR APPOINTMENT AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023, AND TO AUTHORIZE THE DIRECTORS TO DETERMINE THE FEES TO BE PAID TO THE AUDITORS.

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BOARD OF DIRECTORS

Snapshot of Our Board Nominees

Name & Principal Occupation	Age	Director Since	Independent	Committee Memberships
John Cassaday Chair of the Board, Janus Henderson Group plc	69	2022	■	Audit Compensation Nominating and Corporate Governance – Chair Risk
Brian Baldwin Partner and Senior Analyst, Trian Fund Management, L.P.	40	2022	■	Nominating and Corporate Governance Risk
Alison Davis Managing Partner and Co-Founder, Blockchain Coinvestors	61	2021	■	Audit – Chair Nominating and Corporate Governance Risk
Kalpana Desai Former Chief Executive, Macquarie Capital Asia	55	2017	■	Audit Nominating and Corporate Governance Risk
Ali Dibadj Chief Executive Officer, Janus Henderson Group plc	47	2022		None
Kevin Dolan Former Chief Executive, La Fayette Investment Management London	69	2017	■	Audit Nominating and Corporate Governance Risk
Eugene Flood Jr. Former Executive Vice President, TIAA CREF	67	2017	■	Audit Nominating and Corporate Governance Risk – Chair
Ed Garden Chief Investment Officer, Trian Fund Management, L.P.	61	2022	■	Compensation Nominating and Corporate Governance
Alison Quirk Former Executive Vice President and Chief Human Resources Officer, State Street Corporation	61	2022	■	Compensation – Chair Nominating and Corporate Governance
Angela Seymour-Jackson Former Managing Director of Workplace Solutions, Aegon UK	56	2017	■	Compensation Nominating and Corporate Governance
Anne Sheehan Former Director of Corporate Governance, California State Teachers’ Retirement System	66	2022	■	Audit Nominating and Corporate Governance Risk

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Board Nominee Composition and Diversity

The following are highlights of the composition of our Board nominees:

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Board Nominee Qualifications, Skills, and Expertise

We believe that for the Board to effectively guide the Company to sustained, long-term success, it must be composed of individuals with expertise and experience in the many disciplines that strengthen our business. To best serve our clients and shareholders, we seek to ensure that the Board consists of directors who are highly knowledgeable in, among other disciplines, domestic and international investment and asset management, finance, economic policy, and the legal and accounting regulations that impact our business. We also believe that the Board should include directors with experience managing, overseeing, or advising comparable companies in our industry at the CEO and/or the director level. Our Board nominees’ key skills and experience are shown below.

Baldwin

Cassaday

Davis

Desai

Dibadj

Dolan

Flood Jr.

Garden

Quirk

Seymour-
Jackson

Sheehan

Asset Management Industry
Experience working in the asset management industry

Executive Leadership
Experience working as a CEO or other senior executive

Strategy
Experience in the formulation, evaluation, and implementation of company strategic plans

International
Experience working in global organizations and assessing, prioritizing, and executing business expansion into new countries

Financial & Audit
Ability to understand and analyze financial statements and financial performance and to contribute to oversight of the integrity of financial reporting

Risk & Compliance Oversight
Ability to identify key risks to the organization in a wide range of areas and monitor risk management frameworks and systems

Client Focus
Commercial and business experience, including development of products and services and experience implementing changes to enhance the client experience

Marketing & Distribution
Experience in formulating, executing, or overseeing marketing and distribution strategies and plans

Public Company Governance
Knowledgeable about public company corporate governance practices

Technology & Cyber
Experience in digital technology, digital marketing, social media, and cybersecurity

Human Resources & Talent Management
Understanding of HR and personnel considerations for executive recruitment, compensation structure, and performance review

Mergers & Acquisitions
Experience in identification, assessment, valuation, negotiation, and integration of mergers, acquisitions, joint ventures, and divestments

Legal & Regulatory
Experience dealing with government, regulatory, and legal issues

Climate-Related
Knowledge and experience dealing with climate-related issues such as ESG, potential business risks and opportunities caused by climate change, and climate reporting frameworks such as TCFD

Significant Experience

Moderate Experience

Limited Experience

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Board Nominee Biographies

Set forth below are biographies for each of the 11 directors nominated by the Board for election at the 2023 Annual Meeting.

Age 40 Director since: 2022 INDEPENDENT Committees: ■ Nominating and Corporate Governance ■ Risk		BRIAN BALDWIN Professional Background Mr. Baldwin is a Partner and Senior Analyst at Trian Fund Management, L.P. and has been a member of Trian’s Investment Team since 2007 where he has worked on all of Trian’s investments in the asset management and financial services sector. Prior to joining Trian, Mr. Baldwin was an analyst at Merrill Lynch Global Private Equity from July 2005 to July 2007. From 2018 to 2020, Mr. Baldwin served as a director and a member of the Compensation and Governance Committees of nVent Electric plc (formerly the electrical business of Pentair plc before becoming a standalone public company). Education Mr. Baldwin received a BS (summa cum laude) from The Wharton School at the University of Pennsylvania. Relevant Skills and Experience Mr. Baldwin brings to the board 18 years of experience and expertise in the areas of corporate strategy development, finance, accounting, and mergers and acquisitions in the asset management sector. As a senior member of Trian’s investment team, he has worked with numerous public companies to implement operational, strategic, and corporate governance improvements.


Age 69 Director since: 2022 INDEPENDENT CHAIR OF THE BOARD Committees: ■ Audit ■ Compensation ■ Nominating and Corporate Governance (Chair) ■ Risk		JOHN CASSADAY Professional Background Mr. Cassaday served as President and Chief Executive Officer of Corus Entertainment Inc. from its inception in 1999 until his retirement in 2015. Before Corus, he held various executive roles, including Executive Vice President of Shaw Communications, President and Chief Executive Officer of CTV Television Network, and President of Campbell Soup Company in Canada and the United Kingdom. He served as Lead Independent Director, Chair of the Nominating, Governance, and Compensation Committee, and as a member of the Audit Committee for Spin Master Corp from 2015 to 2018; as an independent director for Gibraltar Growth Corp from 2015 to 2017; as Chair of the Leadership Development and Compensation Committee and member of the Nominating and Corporate Governance and Executive Committees for Sysco Corp. from 2009 to 2022; and Chair of the Board and member of the Corporate Governance and Nominating Committee for Manulife Financial Corp, a Canadian multi-national insurance company and financial services provider, from 1993 to 2023. John currently serves as a non-executive director and member of the Audit, Human Resources and Compensation, and Nominating and Corporate Governance Committees of Sleep Country Canada Holdings Inc. Education Mr. Cassaday received a BA from the University of Western Toronto and an MBA from the Rotman School of Management of the University of Toronto. Relevant Skills and Experience Mr. Cassaday brings to the Board over 45 years of senior executive leadership experience and substantial knowledge of corporate strategy and development, marketing, international operations, accounting, finance, and financial reporting. In addition, his past service as Chair of the Board of a public company has provided him with a deep understanding of public company corporate governance practices, risk management frameworks, and executive compensation matters.

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Age 61 Director since: 2021 INDEPENDENT Committees: ■ Audit (Chair) ■ Nominating and Corporate Governance ■ Risk		ALISON DAVIS Professional Background Ms. Davis is the Managing Partner and Co-Founder of Blockchain Coinvestors, a venture firm in the blockchain industry. From 2004 to 2010, she was the Managing Partner of Belvedere Capital, a regulated bank holding company and private equity firm focused on investing in US banks and financial services firms. From 2000 to 2003, Ms. Davis was the Chief Financial Officer of Barclays Global Investors (now BlackRock), the world’s largest institutional investment firm. Earlier in her career, Ms. Davis spent 14 years as a strategy consultant and advisor to Fortune 500 CEOs, boards and executive teams with McKinsey & Company, and as a practice leader with A.T. Kearney, where she built and led the global Financial Services Practice. She is currently a non-executive director on two public company boards: SVB Financial Group, Inc., the parent company of Silicon Valley Bank, and Fiserv, Inc., a payments and financial technology company. She also serves on the boards, including as Chair of the Audit Committee, of two privately held companies: Collibra, Inc., a data intelligence company, and Pacaso, Inc., a company specializing in shared ownership of vacation homes. She is a Board Advisor to Bitwise, a cryptocurrency asset manager. Education Ms. Davis received a BA (honours) and master’s in economics from Cambridge University and an MBA from the Stanford Graduate School of Business. Relevant Skills and Experience Ms. Davis brings to the Board extensive experience in investment and capital management, accounting and financial matters, corporate governance and oversight, business management, strategy and operations gained through her many years as a corporate executive, a public company board director, an active investor in growth companies, and a best-selling author on the topics of technology and innovation.


Age 55 Director since: 2017 INDEPENDENT Committees: ■ Audit ■ Nominating and Corporate Governance ■ Risk		KALPANA DESAI Professional Background Ms. Desai was Chief Executive of Macquarie Capital Asia, the Investment Banking Division of Macquarie Group Limited, headquartered in Australia, from 2009 to 2013. Before joining Macquarie, she was Head of the Asia Pacific Mergers & Acquisitions Group and a Managing Director in the Investment Banking Division of Bank of America Merrill Lynch in Hong Kong from 2001 to 2009, having joined the firm in 1997. Earlier in her career, Ms. Desai worked in the corporate finance divisions of Barclays de Zoete Wedd in London and Hong Kong and at J. Henry Schroder Wagg in London and in the financial services division of Coopers & Lybrand Consulting in London. She was a member of the Takeovers and Mergers Panel of the Securities and Futures Commission in Hong Kong from 2007 to 2014 and served as a non-executive director of Canaccord Genuity Group Inc., headquartered in Canada, from 2013 to 2019. Ms. Desai has served as a non-executive director and member of the Transactions and Nominations Committees of UK Government Investments, a UK government company owned by His Majesty’s Treasury, since 2022. Education Ms. Desai received a BS in economics from the London School of Economics and Political Science, qualified as a Chartered Accountant at PricewaterhouseCoopers in London in 1991, and is a Fellow of the Institute of Chartered Accountants of England and Wales. Relevant Skills and Experience Ms. Desai brings to the Board over 30 years of international advisory and investment banking experience, including extensive experience in mergers and acquisitions and broad exposure to global business markets. She also brings valuable experience and knowledge of risk management, compliance, accounting standards and financial reporting rules and regulations, as well as her qualifications as a Chartered Accountant and an audit committee financial expert.

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Age 47 Director since: 2022 Committees: ■ None		ALI DIBADJ Professional Background Mr. Dibadj has served as our Chief Executive Officer and member of the Board since 2022. In this role, he leads the firm’s Executive Committee and is responsible for the Company’s strategic direction and overall day-to-day management. Before joining Janus Henderson, Mr. Dibadj held a number of roles at AllianceBernstein, most recently as Chief Financial Officer and Head of Strategy from February 2021 to March 2022. Prior to that, he served in overlapping roles as Head of Finance and Strategy from March 2020 to February 2021 and Equities Portfolio Manager, and Senior Analyst from June 2017 to March 2022 and as Senior Analyst from 2006 to March 2020. Previous to his time with AllianceBernstein, Ali spent almost a decade in management consulting, including with McKinsey & Company and Mercer, and worked for the law firm Skadden, Arps. Mr. Dibadj currently serves as a director and member of the Audit and Sustainability Committees for Sysco Corporation and sits on the Board of the Young People’s Chorus of New York City. Education Mr. Dibadj received a BS (magna cum laude) in engineering sciences with a specialization in electrical engineering from Harvard College and a juris doctorate (cum laude) with a focus on law and business from Harvard Law School. Relevant Skills and Experience Over his nearly 25-year career, Mr. Dibadj has gained substantial experience in finance and accounting, leadership, communications, investor relations, risk management, mergers and acquisitions, and strategy development. He was ranked the number one analyst 12 times in a row by Institutional Investor and received an induction into the Institutional Investor Hall of Fame.


Age 69 Director since: 2017 INDEPENDENT Committees: ■ Audit ■ Nominating and Corporate Governance ■ Risk		KEVIN DOLAN Professional Background Mr. Dolan has been in the financial services industry for 37 years and has held a number of senior executive positions, including as Chief Executive of La Fayette Investment Management in London from 2007 to 2009, Chief Executive of the Asset Management Division of Bank of Ireland Group from 2004 to 2007, and Chief Executive of Edmond de Rothschild Asset Management from 2001 to 2004. Earlier in his career, he spent nine years with the AXA Group, where he was Chief Executive Officer of AXA Investment Managers Paris and Global Deputy Chief Executive Officer of AXA Investment Management. Mr. Dolan was a director of Meeschaert Gestion Privée, is the Founding Partner of Anafin LLC, and is a Senior Advisor to One Peak Partners. Education Mr. Dolan received a BS in business administration from Georgetown University. Relevant Skills and Experience Mr. Dolan brings to the Board demonstrated strategic, financial, accounting, regulatory, business management, corporate finance and industry expertise gained through his many years of experience in senior executive roles, including as the former Chief Executive Officer of three investment management firms. He also has extensive experience in transformational corporate transactions, including mergers and acquisitions in Europe and the US.

JANUS HENDERSON GROUP PLC ■ 2023 Proxy Statement

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Age 67 Director since: 2017 INDEPENDENT Committees: ■ Audit ■ Nominating and Corporate Governance ■ Risk (Chair)		EUGENE FLOOD JR. Professional Background Mr. Flood was Executive Vice President of TIAA CREF from 2011 until his retirement in 2012, serving on the CREF Board of Trustees and the TIAA CREF Mutual Fund Board of Trustees for seven years, including as Chair of the Investment Committee. Prior to joining TIAA CREF in 2011, he spent 12 years with Smith Breeden Associates, a North Carolina-based fixed income asset manager, as President and Chief Executive Officer. Earlier in his career, Mr. Flood held a range of trading and investment positions with Morgan Stanley from 1987 to 1999 and was an Assistant Professor of Finance at Stanford Business School from 1982 to 1987. Mr. Flood currently serves as a Senior Advisor to Selby Lane Digital, an investment firm specializing in venture capital and global private equity fund investment portfolios. Mr. Flood has served as Chair of the Advisory Board for the Institute for Global Health and Infectious Diseases at the University of North Carolina Chapel Hill since 2014, as a director of the Research Corporation for Science Advancement since 2015, as a member of the Board of Directors of Grubb Properties since 2022, and as an independent director and member of the Risk and Trust Committees of First Citizens BancShares since 2023. Previously, he served as a trustee of the Financial Accounting Foundation from 2016 to 2020 and as a director of The Foundation for the Carolinas from 2012 to 2015. Education Mr. Flood received a BA in economics from Harvard University and a Ph.D. in economics from the Massachusetts Institute of Technology. Relevant Skills and Experience Mr. Flood brings to the Board extensive investment management, mutual fund, investment adviser and financial expertise gained through his more than 31 years of experience in the asset management industry. He also has an academic background in economics, which enables him to provide valuable insights on economic trends, business strategy, global markets, and financial matters.


Age 61 Director since: 2022 INDEPENDENT Committees: ■ Compensation ■ Nominating and Corporate Governance		ED GARDEN Professional Background Mr. Garden has been Chief Investment Officer and a Founding Partner of Trian Fund Management, L.P. since 2005, and is also currently a director of General Electric Company, where he is a member of the Management Development & Compensation Committee. Mr. Garden previously served as a director on the boards of The Wendy’s Company from 2004 to 2015, Family Dollar Stores, Inc. from 2011 to 2015, Pentair plc from 2016 to 2018, The Bank of New York Mellon Corporation from 2014 to 2019, Legg Mason, Inc. from 2019 to 2020, and Invesco Ltd from 2020 to 2022. In 2014, he was named to CNBC’s Next List, composed of 100 next-generation trailblazers expected to change the face of business over the next 25 years. Previously, Mr. Garden served as Vice Chair and a director of Triarc Companies, Inc., where he was also Head of Corporate Development. Prior to joining Triarc, Mr. Garden was a Managing Director of Credit Suisse First Boston, where he served as a senior investment banker and BT Alex Brown, where he was Co-Head of Equity Capital Markets. Education Mr. Garden received a BA from Harvard College. Relevant Skills and Experience Mr. Garden has over 25 years of experience in advising, financing, operating and investing in companies, including several in the asset management industry. Mr. Garden has worked with management teams and boards to implement growth initiatives as well as operational, strategic and corporate governance improvements. Mr. Garden brings a network of relationships with institutional investors and investment banking/capital markets experience to the Board.


Age 61 Director since: 2022 INDEPENDENT Committees: ■ Compensation (Chair) ■ Nominating and Corporate Governance		ALISON QUIRK Professional Background Before retiring from State Street Corporation in 2017, Ms. Quirk held several executive roles beginning in 2002, including Executive Vice President, Chief Human Resources and Corporate Citizenship Officer, and as a member of the Management Committee, which was the company’s senior-most strategy and policy-making group. She served as a Director for Boston Financial Data Services from 2009 to 2017 and as an Independent Director, Chair of the Compensation Committee, and member of the Finance and Nominating and Governance Committees for Legg Mason Global Asset Management, a diversified asset management firm. Ms. Quirk currently serves as an Independent Director and Compensation Committee member of Clean Harbors Inc. and is a member of the Independent Compliance Committee for Wynn Resorts. Education Ms. Quirk received a BA from the University of New Hampshire. Relevant Skills and Experience Ms. Quirk has over 30 years of experience in the financial industry and significant board-level experience advising on corporate strategy, mergers and acquisitions, and company growth objectives. Additionally, she brings to Board valuable human resources expertise in developing corporate citizenship and evolving talent management in support of company strategy.

JANUS HENDERSON GROUP PLC ■ 2023 Proxy Statement

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Age 56 Director since: 2017 INDEPENDENT Committees: ■ Compensation ■ Nominating and Corporate Governance		ANGELA SEYMOUR-JACKSON Professional Background Ms. Seymour-Jackson has over 30 years of experience in retail financial services. Over the course of her career, she has held various executive leadership roles with Norwich Union Insurance, General Accident Insurance, CGU plc and Aviva plc. She was Chief Executive Officer of RAC Motoring Services Limited from 2010 until 2012. She joined Aegon UK in 2012 and worked as Managing Director of the Workplace Solutions Division from 2012 to 2016. Ms. Seymour-Jackson was a Senior Advisor to Lloyds Banking Group (insurance) from 2016 to 2017 and a non-executive director of Rentokil Initial plc from 2012 to 2021. She currently serves as a non-executive director of Page Group plc, Chair of Future plc, senior independent director of Trustpilot Group plc, and Investment Director at Pikl, a start-up insurance business. Education Ms. Seymour-Jackson received a BA (honours) in French and European studies from the University of East Anglia, a diploma from the Chartered Institute of Marketing, and an MSc in marketing. Relevant Skills and Experience Ms. Seymour-Jackson brings to the Board substantial expertise in retail financial services, risk management, regulatory matters, mergers and acquisitions, and business management gained through her many years in various senior marketing and distribution roles at large multinational insurance companies.


Age 66 Director since: 2022

SEC Form DEF 14A filed by Janus Henderson Group plc