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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	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

JANUS HENDERSON GROUP PLC

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
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ABOUT JANUS HENDERSON GROUP PLC

Janus Henderson is an independent global asset manager offering a broad range of investment solutions across all major asset classes to a client base around the world.

378.7bn	340+	25	2,000+
Client assets under	Investment	Offices globally	Employees
management	professionals

Investing in a Brighter Future Together







Strong track record of long-term investment performance	Renewed strategic direction and team	Deep client relationships and world-class service	Disciplined operating model	Healthy balance sheet and capital use

Our Strategic Vision

Protect & Grow Our core businesses	We have identified existing opportunities to better align resources to protect and grow our core businesses.



Amplify Strengths not fully leveraged	Our research, portfolio management, and client service strengths can be amplified with adjacent products, channels, geographies, and vehicles.


Diversify Where clients give us the right to win	We have identified significant white spaces in asset management where we can have the right to win, whether that is by filling gaps in investment teams or capabilities, or within channels or regions.

Data as of 31 December 2024.

MESSAGE FROM OUR
BOARD CHAIR

JOHN CASSADAY
Chair

Dear Fellow Shareholder,

On behalf of our Board of Directors, we are pleased to invite you to the 2025 Annual General Meeting of Shareholders of Janus Henderson Group plc to be held on Wednesday, April 30, 2025, at 151 Detroit Street, Denver, Colorado 80206, USA, starting at 2:00 p.m. local time. Please read the following Notice of Annual General Meeting and Proxy Statement, as well as our 2024 Annual Report, carefully before you vote.

Janus Henderson continued to demonstrate meaningful progress across the business in 2024. Your Company delivered significantly improved financial results, solid investment performance, maintained a strong balance sheet, and generated healthy cash flow, enabling us to return nearly $460 million to shareholders through dividends and share repurchases. Importantly, we achieved inflows of $2.4 billion in 2024, compared to net outflows of $0.7 billion and $30.8 billion in 2022 and 2023, respectively, as colleagues worked with a relentless focus to execute on our three “Strategic Pillars”: Protect & Grow our core businesses, Amplify strengths not fully leveraged, and Diversify where clients give us the right to win. Strategic acquisitions during 2024 of NBK Capital Partners, Victory Park Capital, and Tabula Investment Management underscore our commitment to deliver for our clients and are furthering growth across channels and regions. Our 2024 results demonstrate that we are realizing the benefits of our focused strategy and the deliberate investments we have made in our brand, technology, and people.

As mentioned in our letter last year, we introduced our company-wide Mission, Values, and Purpose, or “MVP” in 2023. Along with our three Strategic Pillars, our MVP guides our decision making and prioritization and defines who we are, what we stand for, and what we want to be known for. Our five core Values drive our behaviors and align our long-term goals with our Purpose: Clients Come First – Always, Execution Supersedes Intention, Together We Win, Diversity Improves Results, and Truth Builds Trust. Last year, we highlighted Clients Come First – Always, and this year, we would like to highlight our Value of Execution Supersedes Intention and how colleagues living this Value have helped us to succeed and achieve our Purpose of Investing in a Brighter Future Together with our clients, and their clients. At a high-level, we exemplify this Value by acting with accountability, prioritizing and delivering on commitments, and consistently finding better ways of working, because the best intentions count for nothing if we do not do what we say we will do.

Under the Protect & Grow Strategic Pillar, our US Intermediary business is an excellent example of our ability to create and execute on a strategic plan in a specific area to drive improved results. Our senior leaders collaborated on a plan to better anticipate client needs, increase our brand profile, and ultimately improve results in this strategically important segment of the business. As mentioned last year, we launched our brand advertising campaign in North America, tailored to raise awareness of our firm within the Intermediary channel with factual messaging giving clients clear reasons to partner with us. In addition, we selectively expanded product and vehicle offerings where we saw client demand and interest. We also invested, and continue to invest, in innovative technologies, including AI, as part of our ongoing efforts to improve the ways we work and to deepen existing client relationships and establish new ones in our North America Client Group. The results of colleagues across the firm diligently executing this plan are tangible. We have a strengthened brand profile as demonstrated by improving rankings in multiple external brand surveys and clients recognizing Janus Henderson as a trusted financial partner. In the Broadridge Fund Brand 50 global survey of asset manager brand strength, our global brand rank climbed to 16, improving by seven spots. In the CityWire Pro Buyer report, which is a US client experience and satisfaction survey, Janus Henderson showed strong improvement overall, earning higher year-over-year scores in 15 of 16 categories. We achieved positive net flows in US Intermediary in 2024, resulting in a 7% organic growth rate compared to 1% organic growth in 2023. Much of the success within US Intermediary can be attributed to our active ETF business, where, as of December 31, 2024, Janus Henderson is the fastest growing fixed income ETF provider for taxable bond ETFs, the 3^rd largest active fixed income ETF provider, and the 8^th largest overall active ETF provider within the US market¹. This is a tremendous result attributable to our superior positioning and well-executed distribution and is a key differentiator for Janus Henderson given active industry headwinds.

¹ Source: Morningstar Asset Flows.

JANUS HENDERSON GROUP PLC ● 2025 Proxy Statement

This is a great segue into another example of strategic actions and decisions leading to successful execution. Under the Amplify Strategic Pillar, in July 2024, we completed the acquisition of leading independent European ETF provider Tabula Investment Management. Our Strategy team identified an area where we could Amplify our strengths not fully leveraged, to build on Janus Henderson’s extremely successful suite of active ETFs in the US and gain access to the growing European ETF market. Our teams established a well-defined, clear mandate, and they focused on execution and followed through. Our Legal and Compliance teams worked closely with Strategy, navigating a complicated regulatory environment, and Operations, People, Investments, and Distribution coalesced with our Product teams and the talented professionals at Tabula to work through ideation to get products tailored to client demands into market fast to realize value.

These examples demonstrate colleagues acting with accountability to come together as a firm to deliver on our commitments. As fellow stakeholders, we think it is important for you to know how your Company is embedding these Values into every facet of the organization to achieve success. We believe we are squarely on the path to delivering consistent results and superior outcomes for all our stakeholders over the long term. While we recognize there is more work to be done, the Board and Janus Henderson leadership will continue to control what we can control, including our effective cost discipline, ongoing investment in the business, world-class client outreach, and solid investment performance.

As a shareholder, it is important that your shares are represented at the 2025 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. At the 2024 Annual Meeting, approximately 90% of all eligible votes were cast by shareholders, demonstrating the strong engagement and commitment of our shareholders to Janus Henderson.

In conclusion, on behalf of the Board of Directors, we thank you for your share ownership in Janus Henderson and your continued support. We hope you can attend our 2025 Annual Meeting.

Very truly yours,

JANUS HENDERSON GROUP PLC ● 2025 Proxy Statement

NOTICE OF 2025 ANNUAL GENERAL
MEETING OF SHAREHOLDERS


	AGENDA
DATE April 30, 2025 Wednesday TIME 2:00 p.m. Denver Time PLACE Janus Henderson Group plc 151 Detroit Street Denver, Colorado 80206, USA RECORD DATE Monday, March 10, 2025	Proposals		Board Recommendation	More information Beginning on page
	1	Elect 11 directors to serve on the Board until the 2026 Annual General Meeting of Shareholders	FOR each director nominee	See Page 14
	2	Adopt a resolution, on an advisory basis, to approve the Company’s executive compensation	FOR	See Page 44
	3	Authorize the Company to repurchase its ordinary shares (“*common stock*”)	FOR	See Page 81
	4	Approve the reappointment and remuneration of auditors	FOR	See Page 82
	5	Any other business, if properly raised for consideration at the Meeting
	YOUR VOTE IS IMPORTANT:
	Please carefully review the proxy materials and follow the instructions on page 85 to cast your vote as soon as possible in advance of the 2025 Annual Meeting.

VOTING METHODS:

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		BY TELEPHONE		BY MAIL		IN PERSON
Visit the website on your proxy card or voting instruction form		Call the telephone number on your proxy card		Sign, date, and return your proxy card or voting instruction form		Attend the 2025 Annual Meeting in Denver, Colorado, USA. See page 85

WHO MAY VOTE:

Only holders of shares of the Company’s common stock and UK Depositary Interests on March 10, 2025 (the “Record Date”), are entitled to notice of, to attend, and to vote at the 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting” or “Meeting”) and at any adjournment or postponement thereof, provided such persons satisfy the applicable requirements described in the proxy materials. This 2025 Notice of Annual General Meeting and Proxy Statement is being mailed or made available to shareholders starting on or about March 21, 2025.

ATTENDING THE MEETING:

Please see page 85 for instructions on how to attend the Meeting in person or listen to the Meeting via a listen-only webcast or dial-in.

By order of the Board of Directors,

MICHELLE ROSENBERG

Chief Administrative Officer, General Counsel, and Company Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2025:

Our Proxy Statement for the 2025 Annual Meeting and 2024 Annual Report are available at www.janushenderson.com/AGM2025

JANUS HENDERSON GROUP PLC ● 2025 Proxy Statement

TABLE OF CONTENTS

Chair Letter		3

Notice of Meeting		5

Proxy Summary		7

Proposal 1:	Election of Directors	14

Corporate Governance		31

Board Compensation		39

Responsibility		41

Proposal 2:	Advisory Say-on-Pay Vote on Executive Compensation	44

Executive Compensation		45

Executive Compensation Tables		65

Related Party Transactions		76

Security Ownership of Certain Beneficial Owners and Management		77

Our Executive Officers		79

Proposal 3:	Renewal of the Board’s Authority to Repurchase Common Stock	81

Proposal 4:	Reappointment and Remuneration of Auditors	82

Audit Committee Report		84

Questions and Answers about the Annual General Meeting		85

Other Information		89

Annex A – Reconciliation of Non-GAAP Financial Measures		92

FREQUENTLY REFERENCED INFORMATION

Director Nominee Highlights	10

Board Self-Evaluations	28

CD&A	45

Clawback Policy	63

Committees of the Board	31

Director Biographies	16

Director Skills Matrix	15

Overboarding Policy	30

Pay vs Performance	70

Responsibility	41

Board Responsibilities and Oversight	33

Shareholder Engagement	37

Stock Ownership Guidelines:
Directors	40
Executive Officers	62

JANUS HENDERSON GROUP PLC ● 2025 Proxy Statement

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PROXY 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 2025 Annual Meeting to be held on Wednesday, April 30, 2025, at 2:00 p.m. Denver time. The following summary highlights selected information in this Proxy Statement. Please review this entire Proxy Statement and our 2024 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”).

2025 Annual Meeting Information



	Time and Date		Location		Record Date
2:00 p.m., Denver Time Wednesday, April 30, 2025		151 Detroit Street Denver, Colorado 80206		Monday, March 10, 2025

Matters to Be Voted on at Our 2025 Annual Meeting of Shareholders

Shareholders will be asked to vote on the following matters at the Annual Meeting of Shareholders:

Elect 11 directors to serve on the Board until the 2026 Annual General Meeting of Shareholders

FOR each director nominee

See page 14

Adopt a resolution, on an advisory basis, to approve the Company’s executive compensation

FOR

See page 44

Authorize the Company to repurchase its common stock

FOR

See page 81

Approve the reappointment and remuneration of auditors

FOR

See page 82

Any other business, if properly raised for consideration at the Meeting

JANUS HENDERSON GROUP PLC ● 2025 Proxy Statement

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2024 Accomplishments

In 2024, we demonstrated significant progress across many areas of the business and believe we are squarely on the path to deliver consistent organic growth.

Executed Strategic Progress

We are in the execution phase of our strategy and have made progress across all three of our Strategic Pillars:

•

Protect & Grow – Annual net sales were positive for the US Intermediary business, our largest client segment, for the second consecutive year, resulting in 7% net new money growth. Net flows were positive for the EMEA and Latin America Intermediary regions in 2024 and were the best annual net flow result since 2021.

•

Amplify – Annual net sales were positive, in aggregate, for our suite of active exchange-traded funds (“ETFs”), which have delivered average AUM growth of 79% per year since 2019. We acquired Tabula Investment Management which enabled us to enter the European ETF market and launch our first active ETFs in Europe. Based on client input, we introduced several new products and investment vehicles, including ETFs, Separately Managed Accounts, Collective Investment Trusts, and Pooled Hedge Funds.

•

Diversify – We expanded into differentiated private market capabilities for clients with the acquisitions of Victory Park Capital and NBK Capital Partners. Our joint venture, Privacore Capital, which aims to take advantage of the democratization of private alternatives into the retail channel, has assembled a highly experienced team, is in the market placing new products, and is engaging with potential clients interested in partnering with Privacore Capital.

Improved Net Sales

Net sales improved significantly to $2.4 billion from $(0.7) billion in 2023 and $(37) billion in 2022.

Delivered Improved Financial Results

2024 total adjusted revenue and adjusted diluted EPS increased 18% and 34%, respectively, compared to 2023. Net new revenue was positive in the last six months of 2024. We returned $458 million of cash to shareholders through quarterly dividends and buybacks during 2024.

Enhanced Brand

We invested to strengthen our brand globally and position Janus Henderson as a trusted financial partner. External surveys show we are making progress toward that goal.

Launched Brighter Future Project

We launched the Brighter Future Project, designed to connect our Purpose of Investing in a Brighter Future Together more directly to our clients, employees, and the communities we serve. Our first initiative is a unique and innovative partnership with the American Cancer Society to support cancer research, advocacy, and patient support.

⁽¹⁾

Investment performance data represents percentage of assets under management (“AUM”) outperforming the relevant benchmark over three years. See page 48 for additional time periods. For additional information, see the inside back cover of our 2024 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.

Financial Highlights

3-year Investment Outperformance⁽¹⁾

Assets Under Management ($bn)

US GAAP Diluted Earnings per Share (“EPS”)

US GAAP Operating Margin

Adjusted Diluted EPS⁽²⁾

Adjusted Operating Margin⁽²⁾

Net New Money Growth⁽³⁾

Dividends per Share

JANUS HENDERSON GROUP PLC ● 2025 Proxy Statement

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Director Nominee Snapshot

Our director nominees bring a wide array of backgrounds and perspectives alongside a broad range of skills and experiences that are critical to the Board’s ability to provide effective oversight of the Company. They are seasoned leaders from global public companies, government service, and private organizations and have expertise managing risk, operations, finance, technology, human capital, and other areas important to our business, strategy, and operations. Their varying tenures strengthen our Board’s oversight with a balance of historical perspectives about our Company and new insights.

JANUS HENDERSON GROUP PLC ● 2025 Proxy Statement

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Director Nominee Highlights

Our Board is Highly Qualified and Engaged

Our director nominees have significant experience in the areas most relevant to overseeing our Company’s business and strategy. Please see the director skills matrix on page 15 for additional information.



Asset Management Industry	Client Focus & Distribution	Executive Leadership	Financial & Audit	Human Capital Management	International

Legal & Regulatory	Public Company Governance	Risk & Compliance Oversight	Strategy and M&A	Sustainability	Technology & Cybersecurity

Board meetings held in 2024

100%

Overall director attendance at meetings of the Board of Directors

Standing and special committee meetings held in 2024


JANUS HENDERSON GROUP PLC ● 2025 Proxy Statement	10

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Corporate Governance Highlights

Our Board and its committees are committed to high standards of corporate governance and have adopted thoughtful and effective practices and processes consistent with, and supportive of, our strategic objectives. For more information on our corporate governance program, please refer to page 31.

Board
Oversight

•

Board and committee oversight of key Company priorities, including strategy, risk management, human capital management, cybersecurity and technology, corporate social responsibility, responsible investing, and leadership succession planning.

•

For more information on our Board’s oversight roles and responsibilities, please refer to page 33.

Independent
Board

•

All of our current directors are independent except for Ali Dibadj, who is our Chief Executive Officer.

•

Four standing Board committees: Audit, Governance and Nominations, Human Capital and Compensation, and Risk. Each committee is composed entirely of independent directors, and has a written charter that is reviewed annually and posted on our website.

•

Independent Board Chair facilitates effective, independent Board oversight of management and the Company’s strategic direction.

•

Executive session of independent directors at each regularly scheduled Board and Board committee.

Annual
Evaluations

•

Annual Board and committee evaluations to maintain and improve Board and committee performance and effectiveness.

•

Evaluation process encompasses Company strategy, management, Board culture, Board materials and meeting practices, Board and committee Chair performance, Board and committee objectives and progress toward achieving them, and other areas specific to each committee.

Shareholder
Engagement

•

Active, year-round shareholder engagement process where we meet with our shareholders and other key stakeholders via calls and meetings.

•

Non-deal roadshows and participation at industry conferences.

•

In 2024, management and the Investor Relations team conducted over 180 individual or group meetings with existing shareholders, representing approximately 55% of our common stock outstanding, and potential investors in the UK, Europe, Asia, and the US.

Corporate
Governance
Policies

•

Stock Ownership Guidelines for directors and CEO

•

Clawback Policy for executive officers

•

Corporate Governance Guidelines

•

Code of Business Conduct applies to all directors, officers, and employees

•

Share Trading Policy prohibits, among other things, short-selling, hedging, and pledging of JHG shares


JANUS HENDERSON GROUP PLC ● 2025 Proxy Statement	11

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Executive Compensation Highlights

WHAT WE DO

	Incorporate sound risk management and risk avoidance in our incentive plan design, including robust Board and management processes to identify and monitor risk
	Significant majority of NEO compensation is at-risk (95% for the CEO, 85% for other NEOs)
	At least 60% of our NEOs’ total variable compensation consists of long-term incentive awards
	60% of CEO equity awards granted as PSUs, with vesting contingent on a further three-year performance period
	Robust stock ownership guidelines (10x base salary for CEO and 3x for other NEOs)
	Regularly review the governance of our programs and revise to align with market best practices
	Active shareholder engagement program to seek and incorporate feedback
	Malus and clawback policies require us to recapture long-term incentive awards paid to an executive who engages in financial misconduct (including the misstatement of financial results)

WHAT WE DON’T DO

	No change-in-control agreements or single-trigger vesting of award in connection with a change in control of the Company
	No gross-ups for potential excise taxes
	No dividends or dividend equivalents paid on unvested or unearned PSUs
	No automatic acceleration of vesting on long-term incentive awards on termination of employment, except upon death
	No short selling, hedging, or pledging of JHG shares
	No special executive retirement pension benefits
	No excessive perquisites
	No decisions made solely based on market data
	No encouragement of excessive risk-taking

CEO Compensation	Other NEOs Compensation	Pay Type	Pay Element	Purpose
		Fixed	Cash	• Provides fixed pay for performing day-to-day job responsibilities
		At Risk Performance-Based Variable Compensation	<

MESSAGE FROM OUR BOARD CHAIR

NOTICE OF 2025 ANNUAL GENERALMEETING OF SHAREHOLDERS

PROXY SUMMARY

2025 Annual Meeting Information

Matters to Be Voted on at Our 2025 Annual Meeting of Shareholders

2024 Accomplishments

Director Nominee Snapshot

Director Nominee Highlights

Our Board is Highly Qualified and Engaged

Corporate Governance Highlights

Executive Compensation Highlights

MESSAGE FROM OUR
BOARD CHAIR

NOTICE OF 2025 ANNUAL GENERAL
MEETING OF SHAREHOLDERS