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Note 15 - Long-Term Incentive Compensation

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 15 — Long-Term Incentive Compensation

We operate the following stock and mutual fund-based compensation plans:

●

Deferred Incentive Plan (“DIP”);

●

Other less significant plans (includes: Restricted Share Plan (“RSP”), Deferred Equity Plan (“DEP”), Saveshare Plan (“SAYE”), Long-Term Incentive Plan (“LTIP”), Buy As You Earn Share Plan (“BAYE”), Employee Stock Purchase Plan (“ESPP”), Restricted Stock Awards (“RSAs”) and Mutual Fund Share Awards (“MFSAs”).

Further details on the material plans in operation during 2024 are discussed below.

Deferred Incentive Plan

Starting in 2020 as part of our effort to consolidate how awards are issued, DIP awards are generally issued as part of annual variable compensation and for recruitment and retention purposes in accordance with the 2022 Deferred Incentive Plan and the Third Amended and Restated 2010 Deferred Incentive Plan. Awards are issued as stock or as mutual fund awards and generally vest over a three- or four-year period. At December 31, 2024, the cost basis of unvested mutual fund awards totaled $142.8 million. The awards are indexed to certain mutual funds managed by us. Upon vesting, participants receive the value of the award adjusted for gains or losses attributable to the mutual funds to which the award was indexed and are subject to tax withholding.

Performance Share Units (“PSUs”) are issued under the DIP and may or may not vest in whole or in part three years after the date of grant based on performance measures.

The expense of deferred short-term incentive awards is recognized in net income over the period of deferral on a graded basis, the fair value of which is determined by prevailing share price or unit price at grant date.

Compensation Expense

The components of our long-term incentive compensation expense for the years ended December 31, 2024, 2023 and 2022, are summarized as follows (in millions):

		*Year ended December 31,*
		*2024*				*2023*				*2022*
DIP		$	66.4			$	70.6			$	84.0
Other			4.4				4.3				6.3
Stock-based payments expense		$	70.8			$	74.9			$	90.3
DIP funds — liability settled			84.7				81.5				84.7
Social Security costs			10.2				9.5				10.5
Profits interests and other, net			0.9				1.5				(4.8	)
Total long-term incentive compensation expense		$	166.6			$	167.4			$	180.7

Unrecognized and unearned compensation expense based on expected vesting outcomes as of December 31, 2024, including the weighted-average number of years over which the compensation cost will be recognized, is summarized as follows (in millions):

		*Unrecognized*				*Weighted-average*
		*compensation*				*years*
DIP		$	50.8				1.8
Other			2.4				1.2
Stock-based payments expense			53.2				1.8
DIP funds — liability settled			41.4				1.8
Social Security costs			16.2				0.7
Total unrecognized long-term incentive compensation expense		$	110.8				1.6

We generally grant long-term incentive awards in February in relation to annual awards but also throughout the year due to seasonality of performance fee bonuses.

Stock Options

Stock options were granted under the SAYE plan to employees in 2024, 2023 and 2022. The fair value of stock options granted were estimated on the date of each grant using the Black-Scholes option pricing model, with the following assumptions:

Black-Scholes Option Pricing Model

		*Year ended December 31,*
		*2024*				*2023*				*2022*
Fair value of options granted		£	7.2			£	6.2			£	9.3
Assumptions:
Dividend yield			4.82	%			5.89	%			4.27	%
Expected volatility			33.95	%			45.33	%			41.82	%
Risk-free interest rate			4.06	%			3.47	%			1.43	%
Expected life (years)			3.2				3.2				3.2

The table below summarizes our outstanding options, exercisable options and options vested or expected to vest for the years ended December 31, 2024, 2023 and 2022:

		*2024*								*2023*								*2022*
						*Weighted-average*								*Weighted-average*								*Weighted-average*
		*Shares*				*price*				*Shares*				*price*				*Shares*				*price*
Outstanding at January 1			284,954			$	22.82				386,584			$	19.18				492,889			$	20.83
Granted			100,151			$	25.29				137,019			$	21.67				127,903			$	24.83
Exercised			(66,592	)		$	22.30				(201,795	)		$	14.95				(193,821	)		$	24.34
Forfeited			(25,118	)		$	23.21				(36,854	)		$	23.37				(40,387	)		$	22.78
Outstanding at December 31			293,395			$	23.75				284,954			$	22.82				386,584			$	19.18
Exercisable⁽¹⁾			4,823			$	23.56				5,954			$	8.23				32,710			$	10.46
Vested or expected to vest			293,395			$	23.75				284,954			$	22.82				386,584			$	19.18

(1)	The number of exercisable options represents instruments for which all vesting criteria have been satisfied and whose exercise price was below the closing price of our common stock as of the end of the period.

The following table summarizes the intrinsic value of exercised, outstanding and exercisable options at December 31, 2024, 2023 and 2022 (in millions):

		*Year ended December 31,*
		*2024*				*2023*				*2022*
Exercised		$	0.9			$	2.4			$	1.3
Outstanding		$	5.8			$	2.3			$	2.4
Exercisable		$	0.1			$	0.1			$	0.5

Deferred Incentive Plan, Deferred Equity Plan and Restricted Stock Awards

The table below summarizes unvested DIP, DEP and RSA, excluding PSUs detailed separately, for the years ended December 31, 2024, 2023 and 2022:

		*2024*								*2023*								*2022*
						*Weighted-average*								*Weighted-average*								*Weighted-average*
		*Shares*				*price*				*Shares*				*price*				*Shares*				*price*
Unvested at January 1			4,884,487			$	29.86				5,641,839			$	29.99				4,949,927			$	26.42
Granted			1,996,676			$	32.48				2,141,254			$	27.08				3,581,420			$	32.44
Vested			(2,647,424	)		$	30.25				(2,669,197	)		$	27.93				(2,733,825	)		$	26.29
Forfeited			(136,067	)		$	30.96				(229,409	)		$	29.70				(155,683	)		$	31.48
Unvested at December 31			4,097,672			$	30.85				4,884,487			$	29.86				5,641,839			$	29.99

Performance Share Units

The table below summarizes unvested PSUs granted to our CEO, Executive Committee members and select other employees for the years ended December 31, 2024, 2023 and 2022⁽¹⁾:

		*2024*								*2023*								*2022*
						*Weighted-average*								*Weighted-average*								*Weighted-average*
		*Shares*				*price*				*Shares*				*price*				*Shares*				*price*
Unvested at January 1			276,537			$	27.44				50,900			$	29.38				258,024			$	24.31
Granted			247,624			$	32.12				333,389			$	27.44				-			$	-
Adjustment to shares granted due to performance measures			-			$	-				-			$	-				39,837			$	24.55
Vested			-			$	-				(50,900	)		$	29.38				(246,961	)		$	22.28
Forfeited			(8,441	)		$	31.10				(56,852	)		$	27.44				-			$	-
Unvested at December 31			515,720			$	29.63				276,537			$	27.44				50,900			$	29.38

(1)

PSUs granted in 2023 and 2024 generally may or may not vest in whole or in part three years after the date of grant, based on JHG annual net new revenue and adjusted operating margin for final grant year, and in 2024, our three-year Total Shareholder Return (“TSR”) performance relative to a peer group. Vesting of the PSUs issued prior to 2023 was subject to our three-year TSR performance relative to a peer group over a three-year period following the grant date. Performance related to shares vesting in 2022 and 2023 was determined as of June 30, 2022.